NOTE CONVERSION AGREEMENT
Exhibit
10.47
This
Note
Conversion Agreement (“Agreement”)
is
entered into this 22nd day of July 2008, by Dr. Tattoff, Inc. (the “Company”),
a
Florida corporation, and each of the undersigned noteholders (each a
“Noteholder”
and
together, the “Noteholders”).
BACKGROUND
WHEREAS,
the
Noteholders have previously loaned the Company funds in the amounts set forth
in
Annex
A
attached
hereto, which loans were non-interest bearing and payable on demand (each a
“Note”
and
together, the “Notes”);
and
WHEREAS,
the Company has requested, and each of the Noteholders has agreed, to convert
the outstanding amount due on the Notes into shares of the Company’s common
stock, par value $.0001 per share (the “Common
Stock”).
NOW,
THEREFORE, in consideration of the foregoing, of the mutual agreements
hereinafter set forth, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree follows:
1. The
parties agree that the Recitals set forth above are true and correct and are
incorporated into this Agreement by reference.
2. Each
Noteholder hereby agrees to
convert all outstanding balances due on the Notes as of July 22, 2008
(“Conversion
Date”)
into
shares of Common Stock at a conversion price of $1.00 per share of Common Stock
(the “Conversion
Shares”).
Each
Noteholder shall also receive a warrant to purchase ½ share of Common Stock, at
an exercise price of $1.00 per share, for each Conversion Share.
3. Each
Noteholder hereby agrees that on the Conversion Date any and all obligations
of
the Company with respect to each Note shall be deemed satisfied in its entirety,
and that the Company will have no further obligation under the Note nor to
each
respective Noteholder in any way other than to issue the Conversion Shares
in
the amounts set forth in Annex
A
attached
hereto.
4. This
Agreement may be executed in any number of counterparts, each of which shall
constitute an original, and all of which, taken together, shall constitute
the
same instrument.
5.
This
Agreement may be executed by facsimile signature and that such facsimile
signature shall have the same effect as original signatures.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year
first
above written.
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DR.
TATTOFF, INC
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||
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By:
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/s/
Xxxx Xxxxx
|
|
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Name:
|
Xxxx
Xxxxx
|
|
|
Title:
|
Chief
Executive Officer
|
|
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ACCEPTED
AND APPROVED:
|
|
ARK
VENTURE CAPITAL, INC.
|
|
/s/
Xxxxxx X. Xxxxxx, Xx.
|
|
Name:
Xxxxxx X. Xxxxxx, Xx.
|
|
Title:
President
|
|
/s/
Xxxxxx X. Xxxxx
|
|
Xxxxxx
X. Xxxxx
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2
Annex
A
|
Note
Value
|
Holder
|
Conversion
Shares
|
Warrants
Issuable Upon Conversion
|
|
$33,626
|
ARK
Venture Capital, Inc.
|
33,626
|
16,813
|
|
$4,750
|
Xxxxxx
X. Xxxxx
|
4,750
|
2,375
|
3
