LOAN CONVERSION AGREEMENT
Exhibit 10.1
This
LOAN CONVERSION AGREEMENT (this "Agreement") is dated March 27,
2017 (the “Effective Date”), by and between Singapore
eDevelopment, Ltd, a Singapore limited company (“SeD’)
or “Holder”) and HotApp International, Inc., a Delaware
corporation (“HotApp”).
R E C I
T A L S:
WHEREAS, the Holder has lent HotApp a
total of USD$450,890.00 as of March 27, 2017 (the
“Debt”); and
WHEREAS, Holder desires to convert the
Debt into common shares of HotApp, $0.0001 par value per share (the
“Common Stock”) at a conversion price of $0.09 per
share and HotApp desires to issue the Common Stock in exchange for
satisfaction of the Debt.
WHEREAS, Holder and HotApp intend this
conversion to be completed pursuant to Section 3(a)(9) of the
Securities Act of 1933, as amended.
NOW,
THEREFORE, in consideration of the premises and of the terms
and conditions herein contained, the parties mutually agree as
follows:
1. Conversion of
Debt.
1.1 As of the
Effective Date, the Debt shall be paid in full, with no further
interest, penalties, fees, or charges, with the issuance of
500,988,889 shares of common stock of HotApp, valued at $0.09 per
share, and the Debt shall be satisfied.
2. Representations and
Warranties of HotApp.
2.1 Authorization.
The execution, delivery and performance by HotApp of this Agreement
and the performance of all of HotApp’s obligations hereunder
have been duly authorized by all necessary corporate action, and
this Agreement has been duly executed and delivered by HotApp. This
Agreement constitutes the valid and binding obligation of HotApp
enforceable in accordance with its terms. The execution and
performance of the transactions contemplated by this Agreement and
compliance with its provisions by HotApp will not conflict with or
result in any breach of any of the terms, conditions, or provisions
of, or constitute a default under, its Articles of Incorporation or
Bylaws or any agreement to which HotApp is a party or by which it
or any of its properties is bound.
2.2
Issuance of Shares.
The issuance and delivery of the Convertible Debenture in
accordance with this Agreement has been duly authorized by all
necessary corporate action on the part of HotApp, and the
underlying shares of common stock to be delivered, when so
delivered, will have been duly and validly authorized and issued by
the Company and will be fully paid and nonassessable.
2.3 Binding
Obligation. Assuming the due execution and delivery of this
Agreement, this Agreement constitutes the valid and binding
obligation of HotApp, enforceable against HotApp in accordance with
its terms, subject, as to enforcement, (i) to bankruptcy,
insolvency, reorganization, arrangement, moratorium and other laws
of general applicability relating to or affecting creditors' rights
and (ii) to general principles of equity, whether such
enforceability is considered in a proceeding in equity or at
law.
3. Miscellaneous.
3.1
No Third Party
Beneficiaries. This Agreement shall not confer any rights or
remedies upon any person other than the parties and their
respective successors and permitted assigns.
3.2
Entire Agreement.
This Agreement (including the documents referred to herein)
constitutes the entire agreement among the parties and supersedes
any prior understandings, agreements, or representations by or
among the parties, written or oral, to the extent they related in
any way to the subject matter hereof.
3.3 Counterparts. This agreement
may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
3.4
Governing Law. This
Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland (without regard to conflict of
laws).
3.5 No
Waiver/Amendments. Any waiver by either party to this
Agreement of any provision of this Agreement shall not be construed
as a waiver of any other provision of this Agreement, nor shall
such waiver be construed as a waiver of such provision respecting
any future event or circumstance. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing
and signed by both parties.
3.6
Severability. Any
term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other
jurisdiction.
3.7 Costs. Each
party will bear the costs and expenses incurred by it in connection
with this Agreement and the transaction contemplated
thereby.
3.8
Survival of Terms.
All representations, warranties and covenants contained in this
Agreement or in any certificates or other instruments delivered by
or on behalf of the parties hereto shall be continuous and survive
the execution of this Agreement.
3.9
Assignment. This
Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of
any assignee, subject to the terms and conditions
hereof.
3.10
Headings. The
headings used in this Agreement are for convenience only and shall
not by themselves determine the interpretation, construction or
meaning of this Agreement.
3.12
Additional
Assurances. Holder agrees to furnish to HotApp, promptly
upon HotApp's written request therefor, such additional documents
or instruments, if any, in connection with the conversion of the
Debt into the Common Stock, HotApp, or its agent may
require.
3.13
Attorneys Fees and
Costs. In the event any party to this Agreement shall be
required to initiate legal proceedings to enforce performance of
any term or condition of this Agreement, including, but not limited
to, the interpretation of any term or provision hereof, the payment
of moneys or the enjoining of any action prohibited hereunder, the
prevailing party shall be entitled to recover such sums in addition
to any other damages or compensation received, as will reimburse
the prevailing party for reasonable attorneys’ fees and court
costs incurred on account thereof (including, without limitation,
the costs of any appeal) notwithstanding the nature of the claim or
cause of action asserted by the prevailing party.
IN
WITNESS WHEREOF, the Holder and HotApp have caused this
Agreement to be executed as of the day and year first above
written.
Singapore
eDevelopment, Ltd.
By:
/s/ Xxx X. Xxxx
HotApp
International Inc.
By:
/s/ Conn
Xxxxxxxx
