LOAN CONVERSION AGREEMENT
WHEREAS,
from on or about July 28, 2005 through November 28, 2005, Titan Global
Holdings, Inc., a Utah corporation (the "Company"), borrowed an aggregate of
$573,696.85
(the "Loans") from Xxxxxxx Equity Partners, LLC, a Delaware limited liability
company ("Xxxxxxx");
WHEREAS,
the Loans are due and payable on December 31, 2005, together with accrued
interest
thereon in the amount of $17,996.46, for a total balance due of $591,663.31
(the
"Debt");
WHEREAS,
the Company and Xxxxxxx wish to have the Debt satisfied through the
issuance of restricted shares of common stock of the Company;
NOW,
THEREFORE, in consideration of the foregoing promises, the Company and FEP
hereby agree as follows:
1.
Effective
as of December 30, 2005, the Debt shall be repaid in its entirety
to Xxxxxxx through the issuance of 9,253,414 shares of the Company's
common
stock (the "Shares") which is based on $0.0639 per share. Xxxxxxx
understands
that the certificates or other instruments representing the Shares, until
such
time
as the resale of the have been registered under the Securities Act of 1933
Act
or such legend is not otherwise required pursuant to applicable law,
shall
bear any legend as
required by the "blue sky" laws of any state and a restrictive
legend in substantially the following form (and a stop-transfer order may be
placed against transfer of such stock certificates):
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT
OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE
ABSENCE
OF
(A)
AN
EFFECTIVE
REGISTRATION STATEMENT
FOR
THE
SECURITIES
UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B)
AN
OPINION OF COUNSEL, IN
A
GENERALLY
ACCEPTABLE FORM, THAT
REGISTRATION
IS
NOT
REQUIRED
UNDER SAID ACT OR
(II)
UNLESS SOLD PURSUANT
TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING,
THE
SECURITIES
MAY BE PLEDGED
IN CONNECTION WITH A BONA
FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED
BY
THE
SECURITIES.
2.
The
Seller and the Purchaser each agree to execute and deliver such
other documents or agreements and to take such other action as may be reasonably
necessary or desirable for the implementation of this Agreement and the
consummation of
the
transactions contemplated hereby.
3.
The
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
of any federal or state court located within the State of Delaware over any
dispute
arising out of or relating to this Agreement or any of the transactions
contemplated
hereby and each party hereby irrevocably agrees that all claims in respect
of
such
dispute or any suit, action proceeding related thereto may be heard and
determined in such courts. The parties hereby irrevocably waive, to all fullest
extent permitted
by applicable Law, any objection which they may now or hereafter have to the
laying
of
venue of any such dispute brought in such court or any defense of inconvenient
forum
for
the maintenance of such dispute. Each of the parties hereto agrees that a
judgment
in any such dispute may be enforced in other jurisdictions by suit on the
judgment
or in any other manner provided by law.
4.
This
Agreement (including the schedules and exhibits hereto) represents
the entire understanding and agreement among the parties hereto with respect
to
the
subject matter hereof and can be amended, supplemented or changed, and any
provision
hereof can be waived, only by written instrument making specific reference
to
this
Agreement signed by the party against whom enforcement of any such amendment,
supplement, modification or waiver is sought. No action taken pursuant to this
Agreement, including without limitation, any investigation by or on behalf
of
any party, shall be deemed to constitute a waiver by the party taking such
action of compliance with any representation, warranty, covenant or agreement
contained herein. The waiver by any party hereto of a breach of any provision
of
this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No
failure on the part of any party to exercise, and no delay in excercising,
any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise
thereof
or the exercise of any other right, power or remedy. All remedies hereunder
are
cumulative and are not exclusive of any other remedies provided by law.
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5.
This
Agreement shall be governed by and construed in accordance with
the
laws of the State of Delaware.
6.
If
any
provision of this Agreement is invalid or unenforceable, the balance
of this Agreement shall remain in effect.
7.
This
Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns. Nothing in this
Agreement
shall create or be deemed to create any third party beneficiary rights in any
person
or
entity not a party to this Agreement except as
provided
below. No assignment of
this
Agreement or of any rights or obligations hereunder may be made by either the
Seller of the Purchaser (by operation of law or otherwise) without the prior
written consent of the other parties hereto and any attempted assignment without
the required consents shall be void.
| TITAN GLOBAL HOLDINGS INC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxx, | |
|
Xxxxx Xxxxx |
||
| Managing Member | ||
| XXXXXXX EQUITY PARTNERS LLC. | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxx, | |
|
Xxxxx Xxxxx, |
||
| Managing Member | ||
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