EXHIBIT 10.2
CONVERSION AGREEMENT
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This Conversion Agreement (this "Agreement") is made and entered into as of
the 19th day of May, 2005, by and between by and between ABSOLUTE WASTE
SERVICES, INC., a Florida corporation (the "Company"), and AUGUSTINE FUND, L.P.,
an Illinois limited partnership (the "Investor").
RECITALS
A. Through March 31, 2005, the Investor had advanced certain funds and
other financial accommodations in an aggregate principal amount of $189,877, to,
among other things, provide working capital and fund the operations of the
Company (the "Existing Debt").
B. The Investor has continued to make additional advances to the Company
from and after April 1, 2005, and will consider further advances from time to
time (the "Additional Advances") in order to fund, among other things, costs,
fees and expenses (including attorneys' fees) incurred in connection with the
Company's compliance with federal securities laws, including but not limited to
the preparation and filing of the Company's filings required by federal and
state securities laws, and such other costs, fees and expenses (including
attorneys' fees) incurred by the Company in its efforts to observe and maintain
corporate formalities and good standing as a Florida corporation (all such uses
of Additional Advances, the "Compliance Costs").
C. The Company and the Investor desire to (i) convert the Existing Debt
into common stock of the Company at a conversion price of $0.004 per share, and
(ii) establish and document an arrangement to convert Additional Advances into
shares of the Company's common stock.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises which are
incorporated by reference herein, and the mutual covenants contained herein, the
parties hereby agree as follows:
1. Conversion of Existing Debt. Effective as of the date hereof, the
Company and the Investor agree that all of the Existing Debt shall automatically
be converted into common stock of the Company at a conversion price of $0.004
per share, such that the Investor will hold 47,469,250 shares of common stock of
the Company (the "Conversion"), and that such Conversion shall satisfy in full
all of the obligations of the Company under the Existing Debt.
2. Additional Advances. Additional Advances may, at the option of the
Investor upon notice to the Company, be converted into common stock of the
Company at a conversion price of $0.004 per share (in each instance, an
"Additional Conversion") until such time as (i) the Company has completed its
efforts to observe and maintain regulatory and corporate formalities, or (ii)
the Company can fund Compliance Costs from revenues or third party sources
deemed by the Company's Board of Directors to be in the best interests of the
Company and its stockholders. Such option to convert Additional Advances into
common stock of the Company may only be exercised by the Investor within three
(3) days after the end of each of the Company's fiscal quarters until the option
expires. Any amounts not converted shall be available for conversion in
subsequent quarters.
3. Exchange of Common Stock. As soon as practical after the date hereof,
the Company shall deliver to the Investor a certificate or certificates
representing the corresponding common stock (the "New Securities") in the
amounts set forth in Section 1 of this Agreement. The Company shall be further
obligated to promptly deliver to the Investor any certificate or certificates
representing the corresponding common stock for any Additional Conversions made
under Section 2 of this Agreement.
4. Further Assurance and Assistance. After the date hereof, each party from
time to time shall, without further consideration, execute and deliver such
further documents and instruments and take such other actions as may be
reasonably requested by the other party hereto in order to carry out the intents
and purposes of this Agreement.
5. Miscellaneous
(a) Expenses. Each party hereto will pay, and save other parties hereto
harmless from and against any and all liabilities for the payment of all costs
and expenses incurred by or on behalf of such party in connection with this
Agreement.
(b) Successors and Assigns. Subject to the terms and conditions set forth
herein, this Agreement shall bind and inure to the benefit of the Company and
the Investor and their respective successors, assigns, heirs and personal
representatives, as applicable.
(c) Entire Agreement. This Agreement and the other writings referred to
herein or delivered pursuant hereto contain the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior and
contemporaneous arrangements or understandings with respect thereto.
(d) Savings Clause. If any provision of this Agreement shall be found by a
court to be invalid or unenforceable, in whole or in part, then such provision
shall be construed and/or modified, restricted or severed to the extent and in
the manner necessary to render the same valid and enforceable, or shall be
deemed excised from this Agreement, as the case may require, and this Agreement
shall be construed and enforced to the maximum extent permitted by law, as if
such provision had been originally incorporated herein as so modified or
restricted, or as if such provision had not been originally incorporated herein,
as the case may be.
(e) Changes. The terms and provisions of this Agreement may be modified or
amended, and any of the provisions hereof may be waived, temporarily or
permanently, pursuant to a written instrument executed by the Company and the
Investor.
(f) Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
(g) Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.
(h) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois applicable to contracts made
and to be performed wholly therein.
(i) Notices. All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or sent by nationally-recognized
overnight courier or first class registered or certified mail, return receipt
requested, postage prepaid, addressed to such party at the address set forth
below or such other address as may hereafter be designated in writing by such
party to the other parties:
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(i) if to the Company, to:
Absolute Waste Services, Inc.
000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxx
(ii) if to the Investor, to:
Augustine Fund, L.P.
000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxx
with a copy to (which copy shall not constitute notice):
Xxxxxxxx & Xxxxxx, Ltd.
00 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxxx
All such notices, requests, consents and other communications shall be deemed to
have been delivered (a) in the case of personal delivery, on the date of such
delivery, (b) in the case of dispatch by nationally-recognized overnight
courier, on the next business day following such dispatch and (c) in the case of
mailing, on the third business day after the posting thereof.
[Signature page to follow]
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IN WITNESS WHEREOF, each party hereto has executed this Agreement effective
as of the date first set forth above.
ABSOLUTE WASTE SERVICES, INC.
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx,
Chief Executive Officer
INVESTOR:
AUGUSTINE FUND, L.P.
By: AUGUSTINE CAPITAL MANAGEMENT, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Its: Member
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