CONVERSION AGREEMENT
THIS AGREEMENT ("Agreement") dated as of July 13, 2011 is by and among
Iron Eagle Group, Inc., a Delaware corporation ("Iron Eagle"); Xxxxx X.
Xxxxxxx ("X.X. Xxxxxxx"); Xxxx X. Xxxxxxx ("X.X. Xxxxxxx"); Belle Haven
Partners LLP ("Belle Haven"); Xxxxxx X. Xxxxxxxx ("Xxxxxxxx"); Xxxx X.
Xxxxxxxxx ("Xxxxxxxxx"); Xxxx X. Xxxxxx ("Xxxxxx"); and Xxxxxx X.
Xxxxxxxxxx ("Xxxxxxxxxx"). This agreement replaces the conversion
agreement entered into by and among the Parties dated May 19, 2011.
INTRODUCTION.
Each of the parties hereto do hereby acknowledge that:
A. As at December 31, 2010, an aggregate of $221,250 of accrued
compensation obligations was owed by Iron Eagle to X.X. Xxxxxxx (the
"X.X. Xxxxxxx Accrued Obligations").
B. As at December 31, 2010, an aggregate of $479,439 of accrued
compensation and expense reimbursement was owed by Iron Eagle to Belle
Haven and/or X.X. Xxxxxxx under a consulting agreement with Iron Eagle
(collectively, the "Belle Haven Accrued Obligations").
C. As at December 31, 2010, an aggregate of $108,000 of accrued
compensation was owed by Iron Eagle to Xxxxxx under a consulting
agreement with Iron Eagle (the "Xxxxxx Accrued Obligations").
D. As at December 31, 2010, an aggregate of $108,000 of accrued
compensation was owed by Iron Eagle to Xxxxxxxxxx under a consulting
agreement with Iron Eagle (the "Xxxxxxxxxx Accrued Obligations").
E. As at December 31, 2010, an aggregate of $22,842 of accrued cash
compensation was owed by Iron Eagle to Xxxxxxxx as directors fees (the
"Xxxxxxxx Accrued Obligations").
F. As at December 31, 2010, an aggregate of $32,842 of accrued cash
compensation was owed by Iron Eagle to Xxxxxxxxx as directors fees (the
"Xxxxxxxxx Accrued Obligations").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto intending to be bound hereby, it
is mutually agreed as follows:.
1. Definition. The X.X. Xxxxxxx Accrued Obligations, the Belle
Haven Accrued Obligations, the Xxxxxx Accrued Obligations, the
Xxxxxxxxxx Accrued Obligations, the Xxxxxxxx Accrued Obligations, and
the Xxxxxxxxx Accrued Obligations aggregating $972,374 are hereinafter
sometimes collectively referred to as the Accrued Obligations."
2. Conversion of Accrued Obligations. By their execution of this
Agreement, each of X.X. Xxxxxxx, X.X. Xxxxxxx, Belle Haven, Gamble,
Hildebrand, Xxxxxxxx and Xxxxxxxxx do hereby individually agree that,
simultaneous with the consummation of a public offering of securities
of Iron Eagle providing gross proceeds of not less than $10,000,000
(the "Qualified Public Offering"), they will convert all Accrued
Obligations owed to each of them by Iron Eagle as at December 31, 2010,
as set forth above in the Introduction, into shares of the common
stock, $0.00001 par value per share, or Iron Eagle (the "Conversion
Shares"), at a conversion price of eighty percent (80%) of the offering
price of the Qualified Public Offering.
3. Adjustments for Stock Splits.
(a) Iron Eagle contemplates in connection with the Qualified
Public Offering that it will consummate a reverse split of its
outstanding shares of common stock, $0.00001 par value per share (the
"Common Stock").
(b) In the event and to the extent that Iron Eagle consummates a
reverse stock split or forward stock split, the number of Conversion
Shares and the Conversion Price shall be proportionately and equitably
adjusted. Accordingly, if for example, Iron Eagle consummates a 1:8
reverse split of its outstanding Common Stock, the aggregate number of
conversion Shares issuable to each of the parties hereto shall be
divided by eight. and the Conversion Price shall be multiplied by
eight.
4. Other Waivers
(a) Except for $19,647 in advances made by Xxxxxx as of May 19,
2011, by their execution of this Agreement each of Xxxxxxxxxx and
Xxxxxx do hereby waive any and all other debts, fees, obligations or
other liabilities that Iron Eagle or its subsidiary owes or may owe to
them as of May 19, 2011.
5. General.
a) Governing Law and Jurisdiction. This Agreement, its
construction and the determination of any rights, duties or remedies of
the parties hereunder, shall be governed by and construed in accordance
with the domestic laws of the State of Delaware without giving effect
to any choice or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of
Delaware. Any action or proceeding seeking to enforce any provision of,
or based on any right arising out of, this Agreement or any of the
Transaction Documents may be brought against any of the parties in the
courts of the State of New York, and each of the parties consents to
the jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to
venue laid therein. Process in any action or proceeding referred to in
the preceding sentence may be served on any party anywhere in the
world.
b) Entire Agreement. This Agreement (including all attachments and
any future amendments thereto) constitutes the parties' entire
agreement and understandings on the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, express or
implied, relating to the subject matter hereof.
c) Modification & Waiver. This Agreement may not be amended or
modified in any respect except by written agreement duly executed by
authorized officers or representatives of each party. No waiver of any
of the terms and conditions of this Agreement shall be binding or
effectual for any purpose unless in writing and signed by the party
against whom such waiver is sought to be enforced, and any such waiver
shall be effective only in the specific instance and for the specific
purpose given. No failure of delay on the part of either party hereto
in exercising any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
d) Counterparts; Electronic or Facsimile Signatures. This
Agreement has may be executed in multiple counterparts, each of which
when duly executed by the parties shall be deemed an original but all
of which shall constitute one and the same Agreement. Signatures of
any one or more parties that are delivered by electronic mail or
facsimile transmission shall have the same effect as ribbon original
signatures.
e) Binding Effect. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, permitted assignees, heirs and
personal representatives. The rights and obligations provided by this
Agreement shall not be assignable by any Seller without Buyers' prior
written consent. Nothing expressed or referred to in this Agreement is
intended or will be construed to confer upon any person, other than the
parties hereto and their successors, any rights or remedies under or by
reason of this Agreement.
f) Notices. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed to
have been duly given when received by the addressee by hand delivery,
telecopy, or nationally recognized overnight delivery service, with
written confirmation of receipt, sent in each case to the appropriate
addresses and fax numbers set forth in the signature lines below (or to
such other addresses or fax number as either party may designate from
time to time by written notice to the other).
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follows]
IN WITNESS WHEREOF, THE PARTIES HAVE READ, DISCUSSED, UNDERSTOOD, AND
AGREED TO THE TERMS HEREOF, AND HAVE EXECUTED THIS AGREEMENT, EFFECTIVE
AS OF THE DATE FIRST ABOVE WRITTEN.
/s/Xxxxx X. Xxxxxxx /s/Xxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
/s/Xxxx X. Xxxxxx /s/Xxxxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxxx
/s/Xxxx X. Xxxxxxxxx /s/Xxxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxx
BELLE HAVEN PARTNERS LLC
By: /s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
IRON EAGLE GROUP, INC.
By: /s/Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
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