LOAN CONVERSION AGREEMENT
Exhibit
10.18
This Loan
Conversion Agreement (“Agreement”) is entered
into by and between HotApp International, Inc., a Delaware company
(hereinafter the “Company”) and Singapore
eDevelopment Limited, a Singapore company (hereinafter
“Creditor”), effective as
of this the 13th day of July 2015 (the “Conversion
Date”).
*WITNESSETH*
WHEREAS, on or about December 28, 2014,
Creditor did loan to the Company the sum of $5,250,553.92 Singapore
Dollars (or $3,888,435.10 USD as of exchange rate on July 10, 2015)
(the “Indebtedness”) which
amount is evidenced by a promissory note dated as of even date
therewith (“Promissory
Note”),
WHEREAS, the Company plans to uplist its
common stock, currently approved to trade on the OTCQB market, and
in addition, is desirous of raising capital to fund its operations
(“Financing”), and the
Company and Creditor, as the Company’s largest shareholder,
acknowledge that the existence of the Indebtedness will be an
impediment to the uplisting and/or fund raising
process,
WHEREAS, as a result of the forgoing and
certain other good and valuable consideration acknowledged by the
parties, Creditor desire to convert the entire Indebtedness into
common stock of the Company in full satisfaction of the
Indebtedness.
***
NOW THEREFORE, the undersigned parties
to this Agreement hereby mutually agree to all of the
following:
SECTION
I
CONVERSION OF INDEBTEDNESS;
ISSUANCE OF COMMON STOCK AND
CANCELATION OF PROMISSORY NOTE
1.01. Conversion of Indebtedness. In
exchange for good, valuable and mutual considerations, the receipt
and sufficiency of which is hereby acknowledged by the parties,
Creditor, as of the Conversion Date, hereby converts the entire
Indebtedness into 777,687 shares of common stock of the Company
(“Common Stock”), at a conversion price of $5.00 per
share (rounded to the nearest full share), in full satisfaction of
the Indebtedness.
1.02. Cancelation of Promissory Note and
Issuance of Common Stock.
(a). As of the
Conversion Date, the Creditor hereby cancels and forfeits the
Promissory Note and shall deliver the Promissory Note to the
Company marked “cancelled” and “satisfied in
full” as soon as practicable following the execution of this
Agreement.
(b). Within ten
(10) days from the date hereof, the Company will issue the Common
Stock to the Creditor.
1.03. Complete Release by Creditor.
As of the Conversion Date, Creditor irrevocably and unconditionally
releases, acquits, and forever discharges the Company, its
transferees, assigns, and any successors, from any and all known or
unknown claims, charges, promises, actions, or similar rights that
the Creditor presently may have (“Claims”) relating in any
way to its rights to collect the Indebtedness. Creditor understands
that the Claims that it is releasing might arise under many
different laws (including statutes, regulations, other
administrative guidance, and common law doctrines), and include
without limitation claims such as breach of contract, implied
contract, promissory estoppel, or claims under any federal, state
or local statute, law, order or ordinance.
SECTION
II
CREDITOR’S REPRESENTATIONS AND WARRANTIES
Creditor hereby
represents and warrants to the Company as follows;
(a). Creditor is
acquiring the Common Stock for investment purposes and not with a
view to resell or otherwise transfer the Common Stock,
(b). Creditor is an
“Accredited Investor” as that term is defined in Rule
501 of Regulation D promulgated under the Securities Act of 1933,
as amended,
(c). the Common
Stock has not been registered under any state or federal regulation
and is "restricted securities" and the certificate will contain the
following restrictive legend:
The securities represented by this certificate
have not been registered under the United States Securities Act of
1933, as amended (the "Act") or any state securities law. These
shares have been acquired for investment and may not be offered for
sale, hypothecated, sold or transferred, nor will any assignee or
transferee thereof be recognized by the Company as having any
interest in such shares, in the absence of (i) an effective
registration statement with respect to the shares under the Act,
and any other applicable state law, or (ii) an opinion of counsel
satisfactory to the Company that such shares will be offered for
sale, hypothecated, sold or transferred only in a transaction which
is exempt under or is otherwise in compliance with the applicable
securities laws.
(d). Creditor has
evaluated the risks associated with the acquisition of the Common
Stock and has determined that the acquisition of the Common Stock
is a suitable investment and can bear the entire risk of loss,
and
(e). Creditor
understands and acknowledges that a public trading market for the
Common Stock of the Company currently does not exist and may not be
developed in the future, and as a result, the Common Stock may not
be a liquid investment, and
SECTION
III
MISCELLANEOUS
3.01. Binding Nature of Agreement.
This Agreement shall be binding on and inure to the respective
successors, transferees and assigns of the Company and the
Creditor.
3.02. Law Governing. This Agreement
shall be governed by and construed under the laws of the STATE OF
DELAWARE, REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
3.03. Entire Agreement. This
Agreement represents the entire agreement between the parties and
has been entered into by Creditor with a full understanding of its
terms, with an opportunity to consult with counsel and without
inducement or duress. This Agreement may not be changed orally, and
any written change or amendment must be signed and accepted by the
Company. If any provision in this Agreement is found to be
unenforceable, all other provisions will remain fully enforceable.
This Agreement may be executed in counterparts, each of which shall
be considered an original, but all of which together shall
constitute one and the same instrument.
***
WHEREFORE, the
undersigned parties to this Loan Conversion Agreement have agreed
to the foregoing as of the Conversion Date.
HotApp
International, Inc.
/s/ Xxx Xxx Fai
By: Xxx Xxx
Fai
Its:
Director
Singapore
eDevelopment Limited
/s/ Xxxx Xxxx Fai
By: Xxxx Xxxx
Fai-Director
