Exhibit 10.13
MEMORANDUM OF AGREEMENT made this 28th day of March 2003.
BETWEEN:
Xxxxxx Xxxxxxxx
A person in the State of New York
("Lender")
and
CareDecision Corporation
A Nevada Corporation
("Borrower" or "Company")
CONVERTIBLE LOAN AGREEMENT
WHEREAS the Lender has agreed to lend to the Borrower, a sum of
money in US currency in the form of a Loan upon the terms and
conditions hereinafter set forth,
AND WHEREAS the Borrower has agreed to allow the Lender to convert
the amount of the Loan into common shares of the Borrower's stock
and offer warrants,
NOW WITNESS in consideration of the premises and of the mutual
covenants and agreements herein, the parties hereto agree as
follows:
LOAN
1. The Lender agrees to loan to the Borrower and the Borrower
agrees to borrow from the Lender the sum of Fifty-thousand
($50,000) in U.S. currency ("the Loan"). (Minimum loan amount is
$10,000).
2. The Loan shall be repaid in full notice by the Lender at any
time, without penalty, post the signing of the Agreement.
3. For value received, Lender is entitled to 1,538,500 Warrants
each with strike price of $.0325.
4. The company retains the right to extend the repayment timeline
one time for the term of an additional ninety (90) days.
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SHARE CONVERSION
5. The total amount owing pursuant to this Agreement, is
convertible at the option the Lender hereof, at any time from the
signing of the Agreement until any time post ninety (90) days of
the signing of the Agreement, at the strike price $0.0325/share;
thereby converting into fully paid and non-assessable common shares
in the capital stock of the Borrower (The Borrower's shares) as
present constituted common shares issued and outstanding in the
Borrower's shares.
6. The Borrower extends registration rights, per Appendix A, to
each Lender who converts the Loan into the Borrowers' common stock
pursuant to the Loan Agreement.
7. In order to exercise the conversion privilege, each (or any)
Lender shall deliver simple notice to that affect, which shall be
irrevocable and signed by the Lender stating that the Lender elects
to convert all of the allowed amount owing pursuant to this
Agreement into common shares of the Borrower. In the event this
conversion of any part of the principal amount owing pursuant to
this Agreement each (or any) Lender shall, together with the
notice, provide a release from further liability of the Borrower,
under this Agreement, to the Borrower at its office in New York.
Such notice shall also state the name or name (with addresses)
which the certificate or certificates for common shares which shall
be issuable upon such conversion shall be issued. If any of the
common shares into which this Agreement is to be converted are to
be issued to a person or persons other than the original Lender,
such notice shall be accompanied by payment to Borrower of transfer
or tax which may be payable by reason thereof.
The surrender of this Agreement accompanied by such written
notice shall be deemed to constitute a contract between the
Lender of this Agreement and the Borrower whereby:
(i) the Lender of this Agreement subscribes for the number of
common shares which he shall be entitled to receive or such
conversion;
(ii) the Lender of this Agreement releases the Borrower from any
liability thereon or the portion thereof which is converted,
as the case may be, and agrees to execute such discharge and/or
other documents as the Borrower may reasonably require, and
(iii) the Borrower agrees that the surrender of this agreement
for the conversion constitutes full payment of the subscription
price for the common shares upon such conversion.
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WARRANT CONVERSION
8. Warrant offered pursuant to this Loan Agreement shall evidence
the right to purchase shares of common stock of the Borrower,
issued pursuant to this Agreement.
9. Exercise in Full. The holder of the Warrant or Warrants
(hereinafter "Warrant") may exercise it in full by surrendering the
Warrant, with the form of subscription to the Company at its
principal office, or another location mutually agreed upon by the
Lender and the Borrower. The surrendered Warrant shall be
accompanied by payment, I cash or by certified or official bank
check payable to the order of the Company, in the amount obtained
by multiplying the number of Warrants the Holder intends to
exercise by $.0325.
10. Partial Exercise. This Warrant may exercise in part by
surrender of this Warrant in the manner and at the place provided
in. On any such partial exercise subject to the provisions of
Section 11 hereof, the Borrower at its expense will issue and
deliver to or upon the order of the holder hereof a new Warrant or
Warrants of like tenor, in the name of the holder hereof or as such
holder may request, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock by multiplying the
number of said shares by the strike price of $0.0325.
Notwithstanding the foregoing, al or part of such payment may be
made by the surrender by such holder to the Company of any of the
Company's Notes issued pursuant to the Agreement and all such Notes
so surrendered shall be credited against such payment in an equal
to the principal amount thereof.
REGISTRATION RIGHTS
11. Piggyback Registration
(a) If at any time from time to time, the Company shall determine
to register any of its securities, for its own account or the
account of any of its shareholders other than a registration
relating solely to employee benefit plans, or a registration
relating solely to an SEC Rule 145 transaction, a transaction
relating solely to the sale of debt or convertible debt instruments
or a registration on any form (other than Form X-0, X-0, or S-3 or
their successor forms) which does not include substantially the
same information as would be required to be included in a
registration statement covering the sale of Registrable Securities,
The Company will:
(i) give to each Holder written notice thereof as soon as
practicable prior to filing the registration statement; and
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(ii) include in such registration and in any underwriting involve
therein, all the Registrable Securities specified in a written
request or requests, made within fifteen (15) days after receipt
of such written notice from the Company, by any Holder or
Holders, except as set forth in subsection (b) below.
(b) if the registration is for a registered public offering
involving an underwriting, the Company shall so advise the Holders
as a part of the written notice. In such event, the right of any
Holder to registration shall be conditioned upon such Holder's
participation in the underwriting to the extent provided herein.
11. The parties may agree to execute such other documents and
assurances as may be necessary to give full force to the effect to
this Agreement.
NO ASSIGNMENT
12. This Agreement shall not be assigned by any party without
consent of the other parties first had and obtained.
GOVERNING LAW
13. The Agreement and the rights, duties and obligations of the
parties as set out herein shall be construed in accordance with and
shall be subject to the laws of the State of Nevada and the laws of
Units States of America.
NO IMPLIED WAIVER
14. Failure of any party at any time to require performance by the
other party of any provision hereof shall in no way affect the full
right to require such performance at any time thereafter nor shall
the waiver by any party of a breach of any provision hereof be
taken or held to be a waiver of any succeeding breach of such
provision or as a waiver of the provision itself.
INTERPRETATION
15. The caption headings I this Agreement are for convenience of
reference only and shall not affect the interpretation of any
provision or its scope of intent.
16. Time shall be of the essence of this Agreement.
17. Unless the context otherwise requires;
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a) words importing male persons include female persons and
corporations,
b) words in the singular include the plural and vice versa.
18. This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matters hereof and
supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions and representations
whether written or oral of the parties, and there are no
warranties, representations or other agreements, between the
parties in connection with the subject matters except as herein set
out.
19. This Agreement shall not be changed or modified except in
writing.
20. This Agreement shall be binding upon and ensure to the benefit
of the parties hereto and other respective heirs, executors,
administration, personal representatives and permitted assigns.
IN WITNESS WHEREOF the parties have executed this Agreement as of
the day and year first written above.
SIGNED, SEALED, AND DELIVERED
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx X. Xxx
Lender Borrower
Xxxxxx Xxxxxxxx Xxxxxx x. Xxx, President
Printed Name CareDecision Corporation
0 Xxxx Xxxxx, 00xx Xxxxx,
Xxxxx 00
12 Woodhollow ln., Ft Salonga, Xxx Xxxx, XX 00000
NY 11768
Address
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