DEBT CONVERSION AGREEMENT
Exhibit
10.1
Debt
Conversion Agreement - Restricted Stock
THIS
DEBT
CONVERSION AGREEMENT (the “Agreement”) is made this 6th
day of
April, 2006, by and between the individuals set forth in Exhibit
A
attached
hereto (individually the “Holder”, collectively the “Holders”) and APO Health,
Inc., a Nevada corporation having its principle offices located at 0000
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the “Company”).
B
A C K G
R O U N D:
WHEREAS,
the Holder has provided services to the Company and the Company is indebted
to
the Holder for said services in the amount set forth in Exhibit
A
attached
hereto (“Debt”);
WHEREAS
the Company has requested that the Holder convert their Debt into shares of
common stock (“Common Stock”) of the Company as set forth herein;
and
WHEREAS,
the Holder and the Company desire to set forth in this Agreement all of the
terms and provisions that shall govern their understanding and commitments
to
consummate the conversion transaction.
NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements
of the parties hereinafter set forth, the parties hereby agree as
follows:
1. Acknowledgment
of Debt.
The
Company and Holder acknowledge that the Company is indebted to Holder in the
amount set forth in Exhibit
A
attached
hereto (the “Debt”).
2. Agreement
to Convert.
Holder
hereby agrees to convert the Debt into shares of the Company's Common Stock
at
the conversion rate of one (1) share of Common Stock for every $0.004 dollars
of
Debt (with any fractional amount rounded to the nearest whole, and; the Company
hereby agrees to issue the shares of its Common Stock to the Holder to convert
the Debt into that number of shares of its Common Stock as set forth in
Exhibit
A
attached
hereto. The Company hereby further agrees to issue a certificate representing
the shares of its Common Stock in the name of Holder as soon as practicable
following the execution and delivery of this Agreement.
3. Investment
Representation.
Holder
hereby represents that he shall receive and hold the shares of Common Stock
issued to him under the terms of this Agreement as an investment and that he
has
no present intention to sell or transfer the shares of Common Stock, that the
shares of Common Stock are deemed “restricted securities” as defined under Rule
144 promulgated under the Securities Act of 1933, as amended (the “1933 Act”),
may not be sold or transferred except pursuant to the registration requirements
of the 1933 Act or exemptions therefrom and that the certificate or certificates
delivered to Holder representing the shares of Common Stock shall bear the
appropriate restrictive legend designating such shares as restricted
securities.
4. Issuance
Representation.
The
Company hereby represents: that the shares of Common Stock have been duly
created and authorized by the Company's Board of Directors in compliance with
the General Corporation Law of the State of Nevada; and; that when issued,
the
shares of Common Stock shall be validly issued, fully paid and
non-assessable.
5. Entire
Agreement; Governing Law.
This
Agreement represents the complete understanding between Holder and the Company
with respect to the subject matter identified herein and supersedes any and
all
previous contracts, agreements or understandings between the parties, whether
oral or written, and; the parties agree that this Agreement shall be governed
by
the laws of the State of Nevada.
6. Legal
Representation.
Each of
the Company and Holder has relied upon the legal advice of their own counsel
in
the review, preparation, execution and delivery of this Agreement and each
shall
bear their own costs and expenses in connection therewith.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day, month and year first above written.
| APO Health, Inc. | Holder | |||
| By: | Xx. Xxx Xxxxx |
/s/
Xxxxxxx Xxxxxxxx
|
||
|
Xx. Xxx Xxxxx |
Xxxxxxx
Xxxxxxxx
|
|||
| CEO | ||||
|
/s/
Xxxxx Xxx
|
||||
|
Xxxxx Xxx |
||||
|
/s/
Xxxxx Xxxxxxxxxxx
|
||||
|
Xxxxx Xxxxxxxxxxx |
||||
|
/s/
Xxxx Fallitz
|
||||
|
Xxxx Fallitz |
||||
|
/s/
Xxx Xxxxxxxxx
|
||||
|
Xxx Xxxxxxxxx |
||||
