CONVERSION AGREEMENT
Exhibit
10.5
This
Conversion Agreement (the “Agreement”) is made and entered into as of this day
of September 5, 2006, by and between Xact Aid, Inc., a Nevada corporation,
(the
“Company”) and Xxxxxx Xxxxxxx III, (the “Holder”) the Holder and the Company are
collectively referred to herein as the “Parties.” This Conversion Agreement is
made with reference to the following:
A. Pursuant
to that certain Promissory Note dated as of December 6, 2005 (the “Promissory
Note”) in the principal sum of $950,000. Section 1 provides that at the election
of’ the Holder the principal and accrued interest may be converted in to common
stock of the Company.
B. On
July
15, 2006 the Company entered into a Share Exchange Agreement between the Company
and Xxxx Dc Luca “Shareholder” on the one part and Conch, Ltd, a British Virgin
Island corporation and Technorient, Ltd., a Hong Kong corporation on the other
part. all collectively named as “Parties.”
C. Pursuant
to the Share Exchange Agreement the Company agreed that in consideration of
the
cancellation of the Promissory Note that the obligation shall be converted
into
16,600,000 common shares of the Company.
D. The
Holder, Xxxxxx Xxxxxxx, III has cancelled the Promissory Note and delivered
the
original Promissory Note to the Company, and assigns his rights to the converted
shares as set forth below.
NOW
THEREFORE, the Parties hereto agree as follows:
Holder,
herein assign all his right title and interest in the 16,600,000 shares to
he
converted to the following entities (the “Assigned Parties”) as
follows:
Main
Pacific, Ltd.
|
5,840,000
common shares
|
|
Lucky
Time Asia Limited
|
5,840,000
common shares
|
|
Cartier
Xxxxxxx International, Ltd.
|
2,920,000
common shares
|
|
Huntington
Chase, Inc.
|
2,000,000
common shares
|
CONVERSION
Upon
the
terms and conditions set forth herein, concurrently with the closing of the
Share Exchange Agreement (“the “Closing”) the Holder and the Assigned Parties
hereby agree to convert (the “Conversion”) the Promissory Note including all
accrued interest into 16,600,000 shares of the Company’s Common Stock and the
Promissory Note shall he cancelled.
At
the
Closing the 16,600.000 shares shall be issued to the following Assigned
Parties:
Main
Pacific, Ltd.
|
5,840,000
common shares
|
|
Lucky
Time Asia Limited
|
5,840,000
common shares
|
|
Cartier
Xxxxxxx International, Ltd.
|
2,920,000
common shares
|
|
Huntington
Chase, Inc.
|
2,000,000
common shares
|
Said
shares shall be 144 restricted shares. If the Company at any time proposes
for
any reason to register Common Shares or other securities under the Securities
Act (other than on Form S-4 under the Securities Act or any successor forms
thereto), the Assigned Panics shall have piggy-back rights to he included in
such registration on the same terms and conditions as the securities otherwise
being sold in such registration statement. The cost for the registration of
the
shares shall be borne by the Company.
1. The
Assigned Parties warrant and represent that the Shares are being acquired solely
for their own account and not with a view to, or for resale in connection with,
any distribution of common shares within the meaning of the Act. The Assigned
Parties agree that the Shares may not be sold in absence of registration unless
such sale is exempt from registration under the Act and any applicable state
securities laws. The certificate For [lie Shares shall bear the following
restrictive legend:
“THE
SHARES REPRESENTED BY THE CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURTTIES ACT OF 1933 (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE
ACT, TUE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
THE
COMPANY.”
2. In
the
event any action is brought to enforce this Agreement, the prevailing party
in
any such dispute or proceeding shall be entitled to recover said party’s total
reasonable attorneys’ fees and costs arising out of or in connection with such
action.
3. The
provisions of this Agreement will be binding upon and inure to the benefit
of
the heirs, executors, administrators, personal representatives, successors
in
interest and assigns to the respective parties to it.
4. This
Agreement shall in all respects be interpreted, enforced and governed under
the
laws of the state of California. The language and all parts of this Agreement
shall be in all eases construed as a whole according to its very meaning and
not
strictly for or against any individual party.
5. 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.
6. 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.
7. For
the
convenience of the parties, this Agreement may be executed by facsimile
signatures and in counterparts that 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.
8. 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 he so modified, then it shall he deemed not to he a part of’
this Agreement.
IN
WITNESS WHEREOF the parties have executed this Agreement as of the date first
above written.
Xact Aid, Inc. | ||||
By: | ||||
Name: Xxxxxx
X. Xxxxxxx
Title: President
|
Xxxxxx X. Xxxxxxx, III |
Main Pacific, Ltd. | ||||
By: | By: | |||
Name:
______________________________
Title:
______________________________
|
Name:
______________________________
Title:
______________________________
|
Lucky Time Asia Limited | ||||
By: | ||||
Name:
______________________________
Title:
______________________________
|
Huntington
Chase, Inc.
By: | ||||
Name:
______________________________
Title:
______________________________
|