EXHIBIT 4.4
AGREEMENT BETWEEN THE REGISTRANT AND XXXXX X. XXXX
CROWN INTERNATIONAL, INC.
00 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
10 January, 2005
Xx. Xxxxx X. Xxxx, Q.C.
Xxxxx 0000,
00 Xxxxxxxx Xx. X.,
Xxxxxxx, Xxxxxxx
X0X 0X0
RE: Your Invoice dated January 6, 2005
Please be advised that Crown International, Inc.'s Board of Directors have
approved the conversion of the full amount of your invoice dated January 6,
2005 and for the sum of CDN$29,350.00 or US$23,846.00 into 95,387 common shares
of the Company at the conversion price of US$0.25 per share.
Since the Company does not have cash sufficient to satisfy your invoice nor
has the Company been able to arrange sufficient financing to pay your invoice we
are asking you to accept payment of the full amount of your invoice into shares
of the Company's common stock as aforesaid, which shares shall be offered and
sold pursuant to a registration on Form S-8.
The Company confirms and you confirm by accepting and agreeing below
that the Company's common stock is to be offered and sold to you on Form S-8 and
issued in the name of your invoice and in all events will not be for services
rendered in connection with the offer or sale of securities in a capital raising
transaction, or which do not directly or indirectly promote or maintain a market
for the Company's securities. Please note that the Company has no public
trading market for its common stock and that the Company's shares were valued at
US$0.25 based upon the latest arm's length price of US$0.25 per share for shares
in the Company.
In view of the amount of your invoice to the Company by signing below you
agree to accept shares of the Company's common stock in full payment of the
amount due on your invoice, provided that the shares are registered on Form S-8.
Please note that this Letter may be filed as an exhibit to the Form S-8.
If you are in agreement with the foregoing please sign this letter and
return it to the Company.
If you have any questions, please contact the writer.
Yours truly,
CROWN INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
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Per: Xxxx Xxxxx, President
ACCEPTED AND AGREED this 17th day of January, 2005 by:
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
