EXHIBIT 10.10
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT (this "Agreement"), effective as of June 30,
2002, is by and between VERTICAL HEALTH SOLUTIONS, INC., a Florida corporation
(the "Company"), and DYNAMIC HEALTH PRODUCTS, INC., a Florida corporation (the
"Shareholder").
W I T N E S S E T H:
WHEREAS, as of the effective date of this Agreement, the Company owes
the Shareholder (directly or indirectly through its subsidiaries) $429,846.00
(the "Loans");
WHEREAS, the Company and the Shareholder wish to convert, as of the
effective date of this Agreement, such Loans into 429,846 shares of the
Company's Series A Preferred Stock, $.001 par value (the "Series A Stock");
NOW, THEREFORE, in consideration of the premises, the agreements herein
set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Conversion. The parties agree to immediately convert the entire
amount of unpaid principal and interest due under the Loans into 429,846 shares
of Series A Stock of the Company. The Company promptly shall instruct its
transfer agent to issue such shares to the Shareholder's wholly-owned
subsidiary, Xxxxx Capital Limited Partnership. Upon issuance of such stock, any
notes evidencing the Loans shall be canceled. The Shareholder acknowledges that
the issuance of such shares has not been registered with the United States
Securities and Exchange Commission or any state securities commission and that
the shares may not be resold without registration or an applicable exemption
from registration and consent to the placement of the following legend on the
certificates:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE FLORIDA SECURITIES
AND INVESTOR PROTECTION ACT, OR ANY SIMILAR SECURITIES STATUTE. THIS
CERTIFICATE MAY ONLY BE TRANSFERRED UPON REGISTRATION OF THE SHARES
UNDER THE FOREGOING STATUTES AND APPLICABLE REGULATIONS ADOPTED
THEREUNDER OR UPON THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNCEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
Any stock certificates representing the shares shall also contain any other
legends as required by law, as well as a summary of the terms of the Series A
Stock.
2. Miscellaneous. The Company shall be responsible for paying all
documentary stamp taxes associated with the conversion contemplated hereby. This
Agreement shall be deemed to be a contract made under the laws of the State of
Florida and for all purposes shall be construed
in accordance with the laws of said state without giving effect to the rules of
said state governing the conflicts of laws. This Agreement contains the entire
understanding between the parties hereto with respect to the subject matter
hereof and thereof. This Agreement may not be modified or amended except by a
writing duly signed by all of the parties hereto. If any provision of this
Agreement shall be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision of this Agreement. This
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument. This
Agreement shall be binding upon and inure to the benefit of the Company, the
Shareholder and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on this 30th day of June, 2002.
VERTICAL HEALTH SOLUTIONS, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, President
DYNAMIC HEALTH PRODUCTS, INC.,
By: /s/ CANI X. XXXXXX
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Cani X. Xxxxxx, Chief Financial Officer
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