EXHIBIT 10.01
AGREEMENT FOR CONVERSION OF DEBT
THIS AGREEMENT FOR CONVERSION OF DEBENTURE ("Agreement") is entered into
as of the 12th day of November, 2007 by and between Nutradyne, Inc. f/k/a/
Digital Learning Management Corporation (the "Company") on the one hand and
Xxxxx Xxxxx ("Xxxxx"), on the other hand.
RECITALS
WHEREAS, Xxxxx has served as President and Chief Financial Officer of the
Company and has foregone the receipt of salary for approximately 2 years; and
WHEREAS, Xxxxx has loaned the Company the principal sum of $138,000; and
WHEREAS, Xxxxx has agreed to accept stock and warrants in return for the
full payment of all debts and obligations owed to him by the Company, and the
Company has agreed to issue such stock and warrants as provided for herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties intending to be legally
bound agree as follows:
SECTION I
CONVERSION OF DEBT FOR STOCK AND WARRANTS
1.1 CONVERSION OF DEBT FOR STOCK AND WARRANTS: As payment in full for all
monetary debt and obligations owed to Xxxxx by the Company, the Company shall
issue to Xxxxx one million (1,000,000) shares of its restricted common stock,
$,001 par value and a five year warrant to purchase one million two hundred and
fifty thousand (1,250,000) shares of common stock, with an exercise price of
$.50 per share. The warrant shall contain customary terms and conditions and a
cashless exercise provision. A form of the warrant is attached as Exhibit "A".
1.2 RELEASE BY XXXXX: Upon receipt of the common stock and warrant, all
monetary debts and obligations of the Company to Xxxxx shall be deemed satisfied
in full.
SECTION II - CLOSING OBLIGATIONS
2.1 DELIVERABLES AT CLOSING:
(a) The Company will deliver to Xxxxx:
(i) 1,000,000 shares of common stock of the Company in the name
of Xxxxx Xxxxx; and
(ii) a Warrant in the form attached hereto as Exhibit "A".
2.2 FURTHER ASSURANCES: The Company and Xxxxx agree to execute and
deliver to the other all such further releases, assignments, endorsements and
other documents as may reasonably be requested in order to perfect the
transaction contemplated hereby.
SECTION III - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to Xxxxx as follows:
3.1 AUTHORITY: The Company has the right, power, legal capacity and
authority to enter into and perform its obligations under this agreement. When
issued the common stock will be fully paid and non-assessable.
3.2 OUTSTANDING CLAIMS, SUITS OR ACTIONS: The Company is not aware of any
outstanding claims, suits or actions or potential claims, suits or actions which
would effect the transaction contemplated herein.
3.3 CONTRACTS: The Company is not the party to any contract, oral or
written, express or implied which would prevent it from lawfully entering into
this Agreement or which would create an obligation upon it as a result of this
transaction.
SECTION V - REPRESENTATIONS AND WARRANTIES OF XXXXX
Xxxxx represents and warrants that:
4.1 SOPHISTICATION:
(a) Xxxxx is a sophisticated investor and has evaluated the risks of an
investment in the shares and of the Company and has relied solely upon his own
investigation of the Company and the representations and warranties contained
herein;
(b) Xxxxx is familiar with the Company operations, financial condition,
plans and management.
4.2 TAX MATTERS: Xxxxx is not relying on the Company or any of its
affiliates or this Agreement with respect to corporate or individual tax
information or other economic considerations involved in the investment.
SECTION V - MISCELLANEOUS PROVISIONS
5.1 ASSIGNMENT: No party may assign or transfer its interest and/or
rights under this Agreement without the prior written consent of the other
party(ies).
5.2 BINDING EFFECT: This Agreement shall be binding upon the parties
hereto and their representatives, executors, distributees, successors and
permitted assigns.
5.3 NOTICES: Unless otherwise changed by written notice, any notice or
other communications required or permitted hereunder shall be deemed given if
sent postage prepaid, return receipt requested, addressed to the respective
party at the address set forth on the signature page of this Agreement.
5.4 GOVERNING LAW: This Agreement shall be interpreted in accordance with
and governed by the laws of the State of California.
5.5 SURVIVAL OF REPRESENTATIONS: All agreements, representations,
covenants and warranties on the part of the parties contained herein shall
survive the Closing of this Agreement and any investigation made at the time
with respect thereto, shall not merge into any of the documents executed and
delivered pursuant hereto, and shall remain enforceable to the fullest extent
permitted at law or in equity.
5.6 ENTIRE AGREEMENT: This Agreement embodies the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior negotiations, agreements and understandings, whether
written or oral. This Agreement may not be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.
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IN WITNESS WHEREOF, the parties have set there hands and seal upon this
Agreement for Conversion of Debt:
XXXXX XXXXX NUTRADYNE, INC. F/K/A DIGITAL LEARNING
MANAGEMENT ORPORATION
----------------------------- ----------------------------------
By:_______________________________
Dated:______________________ Its:______________________________
Dated:____________________________
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