SHARES FOR DEBT AGREEMENT
This agreement is made and entered into as of August 4, 2010, by and between
NOVAGEN SOLAR INC., a Nevada corporation (the "Company"), and FAHRINSLAND
CAPITAL LLC, a Nevada limited liability company ("Creditor");
WHEREAS,
A. Creditor has provided services and incurred costs on behalf of the
Company, and at the Company's request;
B. the Company is indebted to the Creditor in amount of U.S. $151,388.01
(the "Debt"); and
C. the Company has agreed to issue to the Creditor and the Creditor has
agreed to accept 15,138,800 restricted shares of the Company's common stock as
complete settlement of the Debt;
NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, the parties to this agreement (collectively
"parties" and individually a "party") agree as follows:
1. The Company agrees to issue to the Creditor and the Creditor agrees to
accept, 15,138,800 restricted shares of the Company's common stock (the
"Shares") as complete payment and settlement of the Debt.
2. Upon issuance of the Shares, the Creditor hereby, for itself and its past
and present agents, executors, administrators, trustees, partners,
representatives, controlled entities and affiliates, successors and assigns,
forever discharges and releases the Company and each of its past and present
employees, agents, representatives, controlled entities and affiliates,
successors and assigns from any and all claims, damages, actions, judgments,
obligations, attorneys' fees, indemnities, subrogations, duties, demands,
controversies and liabilities of every nature at law or in equity, liquidated,
or unliquidated, known or unknown, matured or unmatured, foreseeable or
unforeseeable, which the Creditor had or have arising out of the Debt.
3. This Agreement shall in all respects be interpreted, enforced and
governed under the laws of the State of Nevada. The language and all parts of
this agreement shall be in all cases construed as a whole according to its very
meaning and not strictly for or against any individual party.
4. Not later than August 31, 2010, the Company shall file with the
Securities and Exchange Commission a registration statement on Form S-1, or
other applicable form, relating to the resale by the Creditor of all of the
Shares, and the Company shall use its commercially reasonable best efforts to
cause such registration statement to be declared effective prior to October 31,
2010.
5. The Creditor hereby represents and warrants to the Company as follows:
(a) The Creditor is an "accredited investor" within the meaning of Rule 501
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
(b) The Creditor is acquiring the Shares for the Creditor's own account for
investment, with no intention of distributing or selling any portion of the
stock within the meaning of the Securities Act, and will not transfer any stock
in violation of the Securities Act or the then applicable rules or regulations
thereunder or any other applicable law. No one other than the Creditor has any
interest in or any right to acquire the Shares.
(c) The Creditor's financial condition is such that the Creditor is able to
bear the risk of holding the Shares for an indefinite period of time and the
risk of loss of the Creditor's entire investment in the Shares.
(d) The Creditor has substantial experience in evaluating and investing in
private placement transactions of securities in companies similar to the Company
so that the Creditor is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect his, her or its own
interests.
(e) The Company and the Company's officers have made available all
additional information that the Creditor has requested in connection with the
transactions contemplated by this agreement, and the Creditor has had an
opportunity to discuss the business, management and financial affairs of the
Company with management and has had the opportunity to review the Company's
facilities. No representations or warranties have been made to the Creditor by
the Company or any agent thereof other than as set forth in this agreement. The
Creditor has been afforded an opportunity to ask questions of and receive
answers from the Company and its officers concerning the terms and conditions of
the purchase of the Shares and the opportunity to obtain any additional
information (to the extent the Company has such information or could acquire it
without unreasonable effort or expense) necessary to verify the accuracy of
information otherwise furnished by the Company or its officers. The Creditor has
investigated the acquisition of the Shares to the extent the Creditor deemed
necessary or desirable and the Company has provided the Creditor with any
assistance the Creditor has requested in connection therewith.
(f) The address set forth below is the Creditor's true and correct domicile.
(g) The Creditor understands that the Shares have not been registered under
the Securities Act or any state securities act or other applicable law by reason
of specific exemptions for private offerings, the availability of which depends
upon, among other things, the bona fide nature of the investment intent and the
accuracy of the Creditor's representations as expressed herein. The stock may
not be sold, transferred, offered for sale or otherwise disposed of unless such
transfer, sale, assignment or other disposition is pursuant to the terms of an
effective registration statement under the Securities Act and are registered
under any applicable state securities laws or pursuant to an exemption from
registration under the Securities Act and any applicable state securities laws.
(h) The Creditor is aware that the Creditor's rights to transfer the Shares
or any part thereof are restricted by the Securities Act, applicable state
securities laws and laws of other jurisdictions, and the absence of a market for
the Shares. The Creditor understands that there are substantial restrictions on
the transferability of the Shares; there is no established public market for any
of the Shares; the Creditor may not be able to avail itself of exemptions
available for resale of the Shares without registration, and accordingly, may
have to hold the Shares indefinitely, and it may not be possible for the
Creditor to liquidate an investment in the Shares.
(i) The Creditor is aware of the provisions of Rule 144 promulgated under
the Securities Act, which permits limited resale of securities purchased in a
private placement subject to the satisfaction of certain conditions, including,
among other things, the existence of a public market for the securities, the
availability of certain current public information about the Company, the resale
occurring not less than one year after a party has purchased and paid for the
security to be sold, the sale being effected through a "broker's transaction" or
in transactions directly with a "market maker" and the number of securities
being sold during any three-month period not exceeding specified limitations.
(j) The Creditor has full power and authority to make the representations
referred to herein, to acquire the Shares pursuant to this agreement, and to
execute and deliver this agreement. This agreement when executed and delivered
by the Creditor will constitute a valid and legally binding obligation of the
Creditor, enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of debtors and
rules of law governing specific performance, injunctive relief or other
equitable remedies.
(k) The Company has not incurred and will not incur, directly or indirectly,
as a result of any action taken by the Creditor, any liability for brokerage or
finders' fees or agents' commissions or any similar charges in connection with
this agreement.
(l) The Creditor understands that no United States federal or state agency
or agency of any other jurisdiction has made any finding or determination as to
the fairness of the terms of the offering and sale of the Shares.
(m) The Creditor is not relying on the Company or any of its employees,
agents or representatives for legal, investment or tax advice, and the Creditor
has sought independent legal, investment and tax advice to the extent the
Creditor has deemed necessary or appropriate in connection with the Creditor's
decision to subscribe for stock. The Creditor understands and agrees that he,
she or it (and not the Company) shall be responsible for his, her or its own tax
liability, if any, that may arise as a result of this investment or the
transactions contemplated by this agreement.
(n) The foregoing representations and warranties are true, accurate and
complete as of the date hereof and shall be true, accurate and complete as of
the date on which the Shares are issued, and shall survive such issuance. If in
any respect such representations and warranties shall not be true, accurate and
complete prior to or at the date of issuance, the Creditor shall give immediate
notice of such fact to the Company, by facsimile with written confirmation of
receipt, specifying which representations and warranties are not true, accurate
and complete and the reasons therefor.
6. The Creditor acknowledges that the Creditor understands the meaning and
legal consequences of the representations and warranties made by the Creditor
herein, and that the Company is relying on such representations and warranties
in making its determination to issue the Shares. The Creditor hereby agrees to
indemnify and hold harmless the Company, each manager, officer and employee
thereof and each person who controls the Company from and against any and all
loss, damage or liability due to or arising out of a breach or inaccuracy of any
representation or warranty of the Creditor contained in this agreement.
7. This Agreement memorializes and constitutes the entire agreement and
understanding among the parties regarding the subject matter hereof, and
supersedes all prior negotiations, proposed agreements and agreements, whether
written or unwritten. The parties acknowledge that no other party, nor any agent
or attorney of any other party, has made any promises, representations, or
warranties whatsoever, expressly or impliedly, which are not expressly contained
in this agreement, and the parties further acknowledge that they have not
executed this agreement in reliance upon any collateral promise, representation,
warranty, or in reliance upon any belief as to any fact or matter not expressly
recited in this agreement.
8. The parties shall hereafter execute all documents and do all that is
necessary, convenient or desirable in the reasonable opinion of the other party
to effect the provisions of this agreement.
9. For the convenience of the parties to this agreement, this document may
be executed by facsimile signatures and in counterparts which shall together
constitute the agreement of the parties as one and the same instrument. It is
the intent of the parties that a copy of this agreement signed by any party
shall be fully enforceable against that party.
10. Should any provision of this agreement be declared or determined by any
court to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and, in lieu of such illegal or invalid
provision, there shall be added a provision as similar in terms and amount to
such illegal or invalid provision as may be possible and, if such illegal or
invalid provision cannot be so modified, then it shall be deemed not to be a
part of this agreement.
IN WITNESS WHEREOF the parties have executed this agreement as of the date first
above written.
NOVAGEN SOLAR INC.
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
President
FAHRINSLAND CAPITAL LLC
By: /s/ Lavinia Xxx
Xxxxxxx Xxx
Manager
