Exhibit 10.7: Agreement between Armor Electric Inc. and Pinstripe LLC dated
May 15, 2006
AGREEMENT
This Agreement is made effective as of May 15, 2006, between ARMOR ELECTRIC of
000 Xxxxx Xxxxx Xx, Xxxxx #000, Xxxxxx Xxxxx, XX 00000 ("Armor"), and PINSTRIPE
FINANCIAL LLC ("Pinstripe") of X.X. Xxx 0000, Xxxxx XX 00000.
WHEREAS, Armor entered into Joint Venture Agreement (the "JVA") with NU POW'R,
LLC dated January 17, 2006;
WHEREAS, pursuant to the JVA, Armor agreed to raise $250,000 for the JVA in
cooperation with Pinstripe in addition to paying operating expenses for 5
months; and
WHEREAS, Pinstripe has raised $273,557.23 to contribute to the JVA;
NOW, THEREFORE, in consideration of the following mutual terms and agreements,
Armor and Pinstripe agree as follows:
1. Convertible Note and Warrants
In exchange for Pinstripe's contribution of $273,557.23 to the JVA, Armor will
issue or transfer to Pinstripe the following:
(a) a convertible note in the amount of $273,557.23 to be repaid at prime
plus 3% interest or convertible into 3,039,525 shares of Armor's common
stock at a price of $0.09 per share; and
(b) a share purchase warrant to purchase 3,039,525 common shares with an
exercise price of $0.16 per share and an expiry date of seven years
from the date first written above; and
(c) an equal half of the 25% equity position that Armor owns in Advanced
Electric Propulsion Systems LLC.
(d) Armor will have one year from the effective date of this Agreement to
pay Pinstripe the convertible note with simple interest at 3% over
prime calculated as of the date interest is due and based on the Wall
Street journal quoted prime rate and Pinstripe will have one year to
convert the note into common shares of Armor.
2. Registration Rights
Armor agrees to include the shares underlying the convertible note and warrants
to be issued to Pinstripe under s. 1 of this Agreement on any Registration
Statement Armor might file with the Securities and Exchange Commission within 12
months from the date of this Agreement upon the written request of Pinstripe.
3. Assignment
This Agreement shall be binding upon and inure to the benefit of the successors
of each of the parties hereto, but shall not be assignable by any party without
the prior written consent of all of the other parties, which consent shall be
subject to any such other party's sole, absolute and unfettered discretion.
4. Notices
All notices, requests, demands, and other communications hereunder shall be in
writing and delivered personally or sent by registered or certified United
States mail, return receipt requested with postage prepaid, by facsimile, or by
e-mail, to the addresses set forth below or to such other address as may be
specified by either Armor or Pinstripe:
If to Armor: Armor Electric Inc.
000 Xxxxx Xxxxx Xx, Xxxxx #000
Xxxxxx Xxxxx, Xxxxxxxxxx 00000
Att: Xxxxxxx X. Xxxxx, President
Tel (000) 000-0000
Fax (000) 000-0000
If to Pinstripe: Pinstripe Financial LLC
X.X. Xxx 0000
Xxxxx XX 00000
5. Governing Law; Consent to Personal Jurisdiction
This will be governed by the laws of the State of California without regard for
conflicts of laws principles. Armor and Pinstripe hereby expressly consents to
the personal jurisdiction of the State and Federal courts located in the State
of California for any lawsuit filed there against either party to this Agreement
concerning any matter arising from or relating to this Agreement.
6. Entire Agreement
This Agreement supercedes, corrects, and replaces any and all prior agreements
with respect to the subject matter hereof and contains the entire understanding
of the parties. This Agreement may not be changed orally, but only by an
instrument in writing signed by the party against whom enforcement of any
waiver, change, modification, extension, or discharge is sought.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
Dated this 5th day of June, 2006
ARMOR ELECTRIC, INC. PINSTRIPE FINANCIAL LLC.
/s/ Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
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Xxxxxxx X. Xxxxx Xxxxxxx Xxxxx
President President
