Exhibit 4.5
STOCK COMPENSATION AGREEMENT
THIS AGREEMENT, is made effective May 13, 2007, and is by and between
Perfisans Holdings Limited with address at 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0 (the "Company") and PAC-AM International
Corporation with address at 0000 Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000 ("PACAM"):
WHEREAS PACAM has provided good and valuable services to the Company as
detailed on Exhibit A hereto:
The Company does not currently have adequate cash available to pay PACAM
in cash for the services provided by him and to pay for the ongoing operation of
the Company; and
PACAM is willing to accept shares of the Company's Common Stock in lieu of
cash for the services provided by him under the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, PACAM and the Company agree as
follows:
1. The Company and PACAM agree that the value of the services performed by PACAM
is equal to the amount set forth in Exhibit A hereto, and that the services
shown represent all of the which PACAM is entitled to compensation.
2. The Company hereby agrees to issue the number of shares of the Company's
Common Stock set forth on Exhibit A hereto, and PACAM hereby agrees to accept
such shares in full payment for the services detailed on Exhibit A hereto, and
it is agreed that the value of each share of common stock is equal in value to
$0.02.
3. PACAM represents and warrants to the Company that he is acquiring the shares
of Common Stock for investment purposes only, and not with a view to, or for,
resale, distribution or fractionalization thereof, in whole or in part, and no
other person has a direct or indirect beneficial interest in such shares of
Common Stock.
4. PACAM hereby acknowledges that, upon the issuance thereof, and until such
time as the same is no longer required under the applicable securities laws and
regulations, the certificates representing any of the shares of Common Stock
will bear a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
5. The Company will use its best efforts to register the shares of Common Stock
issued pursuant to this Agreement for resale by PACAM in a registration
statement to be filed under the Securities Act of 1933, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
PERFISANS HOLDINGS LIMITED
By: /s/ Xxx Xxxx
_______________________
Xxx Xxxx CEO
PAC-AM INTERNATIONAL CORPORATION
/s/ Xxx Xxxxx
_______________________
(Signature)
EXHIBIT A TO STOCK COMPENSATION AGREEMENT
Name: PAC-AM International Corporation
Description of Services Provided: Consulting services for business development,
strategic merge and acquisition advices
Agreed Value of Services: $60,000.00
Terms: 6 Months.
Number of Shares of Common Stock to be issued under Agreement: 3,000,000
