Exhibit 4.3
STOCK COMPENSATION AGREEMENT
THIS AGREEMENT, is made effective May 1, 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 Xxxxx Xxx (the
"Consultant") with address at (the "Consultant"):
WHEREAS Consultant 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
Consultant in cash for the services provided by him and to pay for the ongoing
operation of the Company; and
Consultant 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, Consultant and the Company agree as
follows:
1. The Company and Consultant agree that the value of the services performed by
Consultant is equal to the amount set forth in Exhibit A hereto, and that the
services shown represent all of the which Consultant 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 Consultant 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. Consultant 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. Consultant 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 Consultant 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
XXXXX XXX
/s/ Xxxxx Xxx
_______________________________
(Signature)
EXHIBIT A TO STOCK COMPENSATION AGREEMENT
Name: Xxxxx Xxx
Description of Services Provided: Canadian Legal Consultant
Agreed Value of Services: $5,000.00
Terms: 6 Months
Number of Shares of Common Stock to be issued under Agreement: 250,000
