Exhibit 10.3
Debt Conversion Agreement
DEBT CONVERSION AGREEMENT
This Debt Conversion Agreement (the "Agreement") dated as of October 31,
2005 is entered into by and between MANU FORTI GROUP INC., a Nevada Company
having an address at 0000 Xxxxxxx Xxxx, Xxxxx 000-000, Xxx Xxxxx, XX 00000 (the
"Company") and the persons executing this Agreement on the signature page hereto
and having the address set forth thereon (each a "Creditor," and collectively
the "Creditors").
BACKGROUND
Each of the Creditors has made a loan to the Company in an amount as set
forth opposite such Creditor's name on Schedule A to this Agreement (each a
"Loan," and collectively the "Loans"). In connection with the transactions
contemplated by a share exchange agreement ("Share Exchange Agreement"), dated
as of November 15, 2005, among the Company and the shareholders of Upsnap, Inc.,
the Parties have agreed that the Company will repay the Loans by issuing to the
Creditors shares of the Company common stock.
Now, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto hereby agree as follows:
1. Issuance of the Shares. As soon as practicable after the date hereof,
the Company shall issue shares of the Company's common stock to the Creditors at
a rate of Fifty (USD $0.50) Cents per share, or Two shares of the Company's
common stock for every One (USD$1.00) dollar (the "Shares") in consideration of
the Creditors' releases of the Company's obligation to repay the Loans and in
consideration of the release set forth in Section 2 hereof. Each of the
Creditors hereby acknowledges that the Shares shall constitute restricted stock
and will contain the standard legend that refers to the transfer restrictions of
the Securities Act of 1933, as amended.
2. Release. In consideration of the issuance of the Shares as specified in
Section 1 hereof and for such other good and valuable consideration, the
Creditors shall release and forever discharge the Company, its subsidiaries and
affiliates (collectively, the "Releasees") from the Releasees' obligation (the
"Obligation") to repay Loans and any other amounts owned by the Company to the
Creditors as of the date hereof and the Creditors shall not bring or pursue any
judicial, quasi-judicial or administrative action against any of the Releasees
for any reason whatsoever arising out of or otherwise relating to the
Obligation. Each of the Creditors hereby acknowledges and agrees that he has not
already filed or otherwise commenced any such action. All of rights and
obligations of the Creditors relating to the Obligation will be governed solely
by this Agreement.
3. Miscellaneous. The parties hereto, without the need for any additional
consideration, agree to execute such other and further instruments, documents
and agreements and to perform such other acts as may be reasonably required to
effectuate the purposes of this Agreement. This Agreement constitutes the entire
understanding among the parties hereto with respect to the subject matter hereof
and may not be amended, modified or supplemented except by a written instrument
signed by all of the parties hereto. This Agreement shall be governed by and
construed according to the laws of the State of New York without regard to the
conflicts of law principles thereof. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and
enforceable against the parties actually executing such counterpart, and all of
which, when taken together, shall constitute one instrument. Facsimile execution
and delivery of this letter agreement is legal, valid and binding execution and
delivery for all purposes.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
MANU FORTI GROUP INC.
By:
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Name: Xxxx X Xxxxxxx
Title: Chief Executive Officer
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Xxxxx Xxxxxx
Address:
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Xxxxxx New
Address:
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518464 B.C. LTD.
By:
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Name:
Title:
Address:
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ART XXXX COMMUNICATIONS, INC.
By:
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Name:
Title:
Address:
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SCHEDULE A
ART XXXX COMMUNICATIONS, INC $27,769
518464 B.C. LTD $30,698
Xxxxx Xxxxxx $59,567
Xxxxxx New $27,229
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