NOVATION AGREEMENT
NOVATION AGREEMENT
Freedom
Financial Holdings, Inc., formerly known as Titan Holdings, Inc., a corporation
organized and existing under the laws of the State of Maryland, with an address
of 000 Xxxx Xxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx, 00000, hereinafter
referred to as the Company, and Xxxxx Xxxxxxx, an individual residing at 0000
X
000X, Xxxxxx, Xxxxxxx 00000, hereinafter referred to as Xxxxxxx, in
consideration of the promises made herein, agree as follows:
1.
Original Agreement. On
August
1, 2005, Company and Xxxxxxx entered into a Convertible Note agreement under
which the Company agreed (1) to pay Xxxxxxx, on the Maturity Date, the principal
amount of the loan outstanding; or (2) to provide Xxxxxxx the option to convert
the amount outstanding into shares of common stock of the Company at a
conversion price of $1. The Convertible Note is attached hereto as Exhibit
A.
2.
Novation.
Company
and Xxxxxxx hereby agree to extinguish the original agreement referred to in
Paragraph 1. Each party hereby relinquishes any claim that they had or may
have
had under that original agreement and stipulates that this agreement constitutes
a novation
with
respect to the original agreement.
3.
New Agreement.
Company
and Xxxxxxx agree to replace the original agreement with the following new
agreement: Company shall issue to Xxxxxxx 304,589 shares of Class B Convertible
Preferred Shares of stock. pursuant to a new agreement dated September 30,
2006
a copy of which is attached as Exhibit B. Both parties agree that all contract
rights between them will henceforth flow from the new agreement alone and that
the new agreement is not merely a supplement to or alteration of the original
agreement referred to in Paragraph 1 but is rather a complete replacement for
it.
| Executed this 30th day of September, 2006. | ||
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| XXXXXXX | ||
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| Xxxxx Xxxxxxx | ||
| COMPANY | ||
| //ss// | ||
| Xxxxx Xxxx, Secretary | ||
