CONVERSION AGREEMENT
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This Agreement is made and entered Into by and between NETTAXI ONLINE
COMMUNITIES INC, a Delaware corporation ("NeTTaxi"), and SSN Properties, LLC, a
California limited liability company (SSN'), with respect to that certain Asset
Purchase Agreement dated as of October 1. 1997, by and between the parties
hereto and that certain Convertible Secured Promissory Note of the same date and
in the form of Exhibit D to the Asset Purchase Agreement.
RECITALS:
WHEREAS, under the terms of the Asset Purchase Agreement and under the
Convertible Secured Promissory Note, SSN has the right to convert up to fifty
percent (50%) of the amount of the Convertible Secured Promissory Note into
common stock of NeTTaxi at $1.00 per share, and
WHEREAS, NeTTaxi is additionally indebted to SSN in the amount of $70,000 net of
the legal fees payable by reason of the Proskaur Rose litigation; and
WHEREAS, the parties hereto desire to dispose of and conclude any and all
outstanding matters and issues I between them respecting the Asset Purchase
Agreement and the Convertible Secured Promissory Note;
NOW, THEREFORE, in consideration of the premises and mutual representations,
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which Is hereby acknowledged, the
parties hereto agree as follows:
Section 1. CONVERSION OF THE CONVERTIBLE SECURED PROMISSORY NOTE. The
principal of the Convertible , Secured Promissory Note, $1,020,000, and accrued
. interest, through 307 days to September 4, 1998 of $85,792 is hereby agreed to
be; converted into 1,105,792 shares of the common stock of NeTTaxi.
Section 2. PAYMENT OF $70,000. Additionally, SSN agrees to accept in
full payment for the outstanding account. receivable in the amount of $70,000 an
additional 70,000 shares of the common stock of NeTTaxi, for an aggregate amount
of 1,175,792.
Section 3. RELEASE OF ALL CLAIMS AND SECURITY INTERESTS. In
consideration of the conversion and payment set forth in Sections I and 2
hereinabove, SSN hereby accepts such payments In stock in lieu of cash and
hereby releases and discharges NeTTaxi from any and all claims, causes of action
or other obligations respecting said Convertible Secured Promissory Note and
account'. receivable.
Section 4. INDEMNIFICATION. SSN agrees to indemnify and hold harmless
NeTTaxi and its respective employees, directors, officers, agents or affiliates
from and against any losses, claims, damages, liabilities, joint and several,
including all legal and other expenses reasonably incurred in connection with
any and all obligations or claims for payment or causes of action against
NeTTaxi arising out of the assets or the transaction represented by the Asset
Purchase Agreement to the extent of the indemnification contained in the Asset
Purchase Agreement
Section 5. SEVERABILITY. If any provision of this Agreement shall be
held or made invalid by a statute, rile, regulation, decision of a tribunal or
otherwise, the remainder of this Agreement shall not be affected thereby and. to
this extent, the provisions of this Agreement shall be deemed to be severable,
Section 6. AUTHORIZATION / ADDITIONAL AGREEMENTS. SSN and NeTTaxi represent
and warrant that each has all requisite power and authority, and all necessary
authorizations, to enter into and carry out the terms and provisions of this
Agreement. SSN hereby undertakes and
agrees to execute and deliver any additional agreements required to carry out
the terms of this Agreement
SECTION 7. SUCCESSORS. This Agreement and all rights, liabilities and
obligations hereunder shall be binding upon and inure to the benefit of each
party's successors but may not be assigned without the prior written approval of
the other party. Any such approval shall not be unreasonably withheld.
Section 8. HEADINGS. The descriptive headings of the sections of this
Agreement are inserted for convenience only, do not constitute a part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement.
Section 9. NOTICES. Any notice or other communication to be given to NeTTaxi
hereunder may be given by delivering the same in writing to 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and any notice or other communication to be
given to SSN may be given by delivering the same to SSN Properties, LC, 00000
Xxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, or in each case, such other
address of which a party shall have received notice. Any notice or other
communication hereunder shall be deemed given three days after deposit in the
mail if mailed by certified mail, return receipt requested, or on the day after
deposit with an overnight courier service for next day delivery, or on the date
personally delivered.
EXECUTE this 4th day of September, 1998.
NETTAXI ONLINE COMMUNITES, INC. SSN PROPERTIES, LLC
By: /s/ Xxxxxx X. Xxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx, Xx. Xxxxxx X. Xxxxxxxx, Xx.
Chairman and Chief Executive Officer Manager
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