PREFERRED STOCK EXCHANGE AGREEMENT
EXHIBIT 11.1
This Preferred Stock Exchange Agreement (the “Exchange Agreement”) dated December 30, 2011 by and between Xxxxxx Xxxxxxx (“Xxxxxxx”), an individual with offices at iVoice, Inc., 000 Xxxxxxx 00, Xxxxxxx, XX 00000, American Security Resources Corporation, (“ASRC”), a Nevada corporation, with offices at 00 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000, and B Green Innovations, Inc. (“B Green”), a New Jersey corporation, with offices at 000 Xxxxxxx 00, Xxxxxxx, XX 00000.
WHEREAS ASRC is the maker of a note payable to Xxxxxxx dated the date hereof with a total balance due as of the date hereof equal to Nine Hundred Seventy- two Thousand and Two Hundred Two Dollars and Sixty-seven Cents ($972,202.67) (the “ASRC Note”);
WHEREAS, Xxxxxxx, ASRC and B Green have agreed that in exchange for Xxxxxxx agreeing to the cancellation of the ASRC Note for the benefit of ASRC, B Green will cancel the B Green Series A 3% Preferred Stock equal in value to the interest and principal of the ASRC Note on the date hereof and Xxxxxxx will receive an equal value of B Green Series A 3% Preferred Stock.
Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties agree as follows.
1. On the date hereof, Xxxxxxx hereby agrees to endorse the original ASRC Note and deliver it to ASRC.
2. On the on the date hereof, in exchange for Xxxxxxx endorsing the ASRC Note and returning it to ASRC, B Green shall: (a) cancel B Green Series A 3% Preferred Stock equal in value to the interest and principal of the ASRC Note and (b) B Green shall issue an equal value of B Green Series A 3% Preferred Stock to Xxxxxxx.
3. In consideration for this Exchange Agreement becoming effective on the date hereof, before either ASRC, iVoice Innovations, Inc. or IVOI raises funds to pay off the obligations listed on Schedule D of the Amended and Restated Agreement and Plan of Merger dated November 8, 2011 by and between iVoice, Inc. (“IVOI”) and Hydra Fuel Cell Corporation (“HYDRA”), as amended (the “Merger Agreement”), from the date hereof, ASRC, IVOI and iVoice Innovations, Inc. (“iVoice Innovations”) hereby agree to apply the proceeds of any funds raised, either in the form of equity or debt, to the obligations listed on Exhibit D of the Merger Agreement as referenced in this paragraph and to repay the additional obligations listed on Exhibit I of the Exchange Agreement, before any of said proceeds are used for any other purpose. ASRC, IVOI and iVoice Innovations hereby agree and acknowledge that payment of the obligations listed on Exhibit D of the Merger Agreement and Exhibit I referenced herein shall inure to the benefit of the parties listed therein in Exhibit D and Exhibit I as third party beneficiaries with the right to enforce the obligation set forth in this Section 3 of this Exchange Agreement against ASRC, IVOI and iVoice Innovations.
1
IN WITNESS WHEREOF, the parties have caused this Exchange Agreement to be duly executed as of the day and year first above written.
| Xxxxxx Xxxxxxx | American Security Resources Corporation | ||||
| By: |
/s/ Xxxxxx Xxxxxxx
|
By: |
/s/ Xxxxx X. Xxxxxxx
|
||
|
Name: Xxxxx X. Xxxxxxx
|
|||||
|
Title:___________________________
|
Title: CEO & Chairman
|
| B Green innovations, Inc. |
iVoice Innovations, Inc.
[Limited to Section 3 Only]
|
||||
| By: |
/s/ Xxxxxx Xxxxxxx
|
By: |
/s/ Xxxxx X. Xxxxxxx
|
||
|
Name: Xxxxx X. Xxxxxxx
|
|||||
|
Title: CEO & Chairman
|
|
iVoice Innovations, Inc.
[Limited to Section 3 Only]
|
|
||||
| By: |
/s/ Xxxxxx Xxxxxxx
|
||||
|
|
2
Exhibit I
| B Green Innovations, Inc. | Accounting Services | ||||
| provided by Xxxxx Xxxxxx | |||||
|
and advanced by B Green
|
$ | 3,297.50 | |||
|
B Green Innovations, Inc.
|
Accounting Services
|
||||
|
provided by Xxxxxx Xxxxxxxx
|
|||||
|
and advanced by B Green
|
$ | 910.00 | |||
|
B Green Innovations, Inc.
|
Advance for D&O Insurance
|
$ | 9,766.30 | ||
|
Meritz & Xxxxx LLP
|
Legal Services
|
$ | 39,759.98 | * | |
*Through December 28, 2011, subject to additional xxxxxxxx subsequent to billing date.
3
