THIS DEBT SETTLEMENT AGREEMENT is dated effective the 11th day of July, 2007.
THIS
DEBT SETTLEMENT AGREEMENT is dated effective the 11th day of July,
2007.
BETWEEN:
|
RACINO
ROYALE, INC. a body corporate, duly incorporated pursuant to the
laws of the State of Nevada
|
(the
“Debtor”)
AND:
|
EIGER
TECHNOLOGY, INC., a body corporate, duly incorporated pursuant to
the laws of the Province of Ontario
|
(the
“Company”
or
the
“Creditor”)
A.
|
The
Company is indebted to the Creditor in the amount of $250,000 (the
“Debt”).
|
B.
|
The
Debtor has agreed, in lieu of a cash payment of the Debt, to issue
a total
of 5,000,000 common shares in its capital stock in full and final
payment
of the Debt.
|
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of
$10.00 paid by the Company to the Creditor, the receipt and sufficiency of
which
is hereby acknowledged by the Creditor, and subject to the terms and conditions
hereinafter set out, the parties hereto have agreed and do hereby agree as
follows:
1.
|
The
Creditor agrees to accept a total of 5,000,000 common shares of the
Debtor
(the “Shares”) as full and final settlement of the
Debt.
|
2.
|
The
Debtor agrees to issue the Shares to the Creditor as full and final
settlement of the Debt.
|
3.
|
The
Creditor and the Debtor agree that no interest is payable on the
Debt or
is outstanding as of this date.
|
4.
|
The
parties hereto agree to execute all further documents and assurances
as
may be necessary to give effect to the intent expressed
herein.
|
5.
|
Notwithstanding
any other term contained herein, the Creditor shall be entitled,
in its
sole discretion, to terminate this Agreement at any time prior to
the
issuance of the Shares by the
Company.
|
6.
|
The
Debtor acknowledges that XX Xxxxxx Law Corp has advised it to seek
independent legal advice with respect to this Debt Settlement Agreement
and that XX Xxxxxx Law Corp. has not reviewed this Debt Settlement
Agreement on its behalf.
|
7.
|
Time
shall be of the essence in this
Agreement.
|
8.
|
This
Agreement shall be governed by and be construed in accordance with
the
laws of the Province of Ontario. The courts of the Province of Ontario
shall have sole jurisdiction to hear and determine all manner of
disputes
and claims arising out of or in any way connected with the construction,
breach or alleged, threatened or anticipated breach of this Agreement
and
determine all questions as to the validity, existence or enforceability
hereof.
|
9.
|
This
Agreement shall enure to the benefit of and be binding upon the parties
hereto, their respective heirs, executors, administrators, successors
and
assigns.
|
10.
|
All
funds referred to in this Agreement are in United States
dollars.
|
11.
|
This
Agreement may be executed in two or more counterparts and by facsimile,
each of which shall be deemed an original, but all of which together
shall
constitute one and the same
instrument.
|
IN
WITNESS WHEREOF the parties have executed this Agreement on the day and
year first above written.
EIGER
TECHNOLOGY, INC.
_/s/
Xxxxx Moretto_______________________
A.S.O. Xxxxx
Xxxxxxx, Chief Financial Officer
RACINO
ROYALE, INC.
_/s/
Xxxx
Simmonds_____________________
A.S.O. Xxxx
Xxxxxxxx, President and Chief Executive
Officer