EXHIBIT 10.10
NOTE CANCELLATION AGREEMENT
NOTE CANCELLATION AGREEMENT (this "Agreement"), dated as of July 11, 2005,
between JEONG-XXXX XXX, Ph.D., personally (the "Xx. Xxx"), and iCURIE, INC., a
Nevada corporation (the "Company").
WITNESSETH:
WHEREAS, Xx. Xxx has issued a secured promissory note dated March 17, 2005
in the principal amount of $1,100,000 (the "Note") to iCurie Bridge Funding, LLC
("ICB");
WHEREAS, pursuant to that certain Preferred Stock Purchase Agreement dated
as of July 11, 2005 by and among the Company and certain additional parties
thereto, the Note was transferred from ICB to the Company in exchange for
1,667,000 shares of the Company's Series A Preferred Stock;
WHEREAS, on or about July 8, 2005, and pursuant to that certain Share
Exchange Agreement by and among the Company, Xx. Xxx and certain additional
parties (the "Share Exchange Agreement"), Xx. Xxx became a record and beneficial
holder of certain shares of the Company's common stock, par value $0.001 per
share ("Common Stock");
WHEREAS, Xx. Xxx and the Company desire to cancel the Note in exchange for
the transfer to the Company by Xx. Xxx of 1,250,000 shares of Common Stock owned
by Xx. Xxx;
NOW, THEREFORE, in consideration of the promises and the covenants
hereinafter contained herein, the parties hereto agree as follows:
1. STOCK AND NOTE CANCELLATION. Xx. Xxx hereby transfers and surrenders to
the Company 1,250,000 shares of Common Stock owned beneficially and of record by
him, free and clear of all liens and other encumbrances, to the Company, and in
exchange therefor the Company hereby cancels the Note and releases Xx. Xxx from
all obligations thereunder, and further releases any security interest relating
to such Note. The parties hereto agree and acknowledge that, in contemplation of
this Agreement and as further contemplated in the Share Exchange Agreement, the
1,250,000 shares of Common Stock transferred and surrendered hereby are not
represented by a stock certificate.
2. FURTHER ASSURANCES. The parties hereto hereby agree to execute any
further documentation necessary or desirable to further evidence the
transactions contemplated hereby.
3. NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing, must be delivered by (i) courier, mail or hand delivery or (ii)
facsimile, and will be deemed to have been delivered upon receipt to the
following addresses:
If to Xx. Xxx:
Xx. Xxxxx-Xxxx Xxx x/x xXxxxx Xxx, Xxx. 0xx Xx, Joyang Xxxx. 00-0
Xxxxxxxx Xxxx Xxxxxx Xx Xxxxx 000-000, Xxxxx
If to the Secured Party: with a copy to:
iCurie, Inc. DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP
c/o iCurie Lab Holdings, Ltd. 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
00 Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000
Xxxxxx, Xxxxxx Xxxxxxx XX0 X0XX Attention: Xxxxxxx X. Xxxxx, Esq.
Attention: Xxxxx Xxxxxxxx Facsimile: (000) 000-0000
4. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, which shall, collectively and separately, constitute one
agreement.
2
IN WITNESS WHEREOF, the parties hereto have caused this Note Cancellation
Agreement to be duly executed as of the date first written above.
JEONG-XXXX XXX, PH.D.
By: /s/ Jeong Xxxx Xxx
---------------------------------
Name: Jeong-Xxxx Xxx, Ph.D.
ICURIE, INC.
By:/s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Executive Officer
