DEBT CONVERSION AGREEMENT
EXHIBIT
00.00.XX
THIS DEBT
CONVERSION AGREEMENT (the “Agreement”) is made and entered into effective as of
the 15th day of December, 2008, by and between XXXXXXX X. XXXXX, as Trustee for
the Xxxxxxx X. Xxxxx Xxxxx Plan XXX Xxxxxxx Xxxxxx & Co., Inc (hereinafter
referred to as “Buyer”) and MICRO IMAGING TECHNOLOGY, INC., a California
corporation (hereinafter referred to as “MIT” or the “Company”).
R E C I T A L
S
WHEREAS,
Buyer loaned the Company Two Hundred Fifty Thousand Dollars ($250,000) all
pursuant to a 12% Promissory Term Note dated September 5, 2007, as amended (the
“Term Note”).
WHEREAS,
as of December 15, 2008, a total of $38,365.30 in interest accrued on the above
loan is due and payable to Buyer by the Company.
WHEREAS,
Buyer wishes to forgive all of the interest accrued on the Term Note through the
date hereof and to convert all of the principal into shares of Micro Imaging
Technology, Inc. Common Stock and the Company wishes to issue such shares to
extinguish the debt owed Buyer in its entirety.
NOW,
THEREFORE, in consideration of the foregoing and of the mutual obligations
herein contained, it is agreed as follows:
1.
FORGIVENESS OF DEBT AND
CONVERSION
(b) On
the date set forth above, Buyer hereby:
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(iii)
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Waives
and forgives all interest accrued on the Term Note through the date hereof
in the sum of $38,365.30; and
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(iv)
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Converts
all of the principal due on the Term Note in the sum of $250,000 into
Shares of Micro Imaging Technology, Inc. Common Stock, $0.01 par value, at
an effective conversion rate of $0.04554 per share, in the names and
amounts indicated in the table below, for an aggregate of 5,759,087 Shares
(the “Conversion Shares”).
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(b) The
Conversion Shares shall have the rights, preferences, privileges, restrictions
and other terms set forth in the By-laws of the Company.
(c) Upon
conversion, Buyer acknowledges that all principal and interest accrued and due
through the date hereof pursuant to the terms of the Term Note referenced above
has been satisfied in full by the Company. Buyer also acknowledges that
pursuant to this Debt Conversion Agreement any default by MIT for failure to pay
interest due on the Term Note through the date hereof has been
cured.
2.
REPRESENTATIONS AND WARRANTIES OF
BUYER Buyer represents and warrants to
the Company:
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