SHARES FOR DEBT AGREEMENT
This agreement is made and entered into as of August 4, 2010, by and between
NOVAGEN SOLAR INC., a Nevada corporation (the "Company"), and XXXXXX XXXXX
("Creditor");
WHEREAS,
A. Creditor has incurred costs on behalf of the Company, and at the
Company's request;
B. the Company is indebted to the Creditor in amount of U.S. $58,558 (the
"Debt"); and
C. the Company has agreed to issue to the Creditor and the Creditor has
agreed to accept 5,855,800 restricted shares of the Company's common stock as
complete settlement of the Debt;
NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, the parties to this agreement (collectively
"parties" and individually a "party") agree as follows:
1. The Company agrees to issue to Ophion Management Ltd. on behalf of the
Creditor and the Creditor agrees to accept, 5,855,800 restricted shares of the
Company's common stock (the "Shares") as complete payment and settlement of the
Debt.
2. Upon issuance of the Shares, the Creditor hereby, for itself and its past
and present agents, executors, administrators, trustees, partners,
representatives, controlled entities and affiliates, successors and assigns,
forever discharges and releases the Company and each of its past and present
employees, agents, representatives, controlled entities and affiliates,
successors and assigns from any and all claims, damages, actions, judgments,
obligations, attorneys' fees, indemnities, subrogations, duties, demands,
controversies and liabilities of every nature at law or in equity, liquidated,
or unliquidated, known or unknown, matured or unmatured, foreseeable or
unforeseeable, which the Creditor had or have arising out of the Debt.
3. Not later than August 31, 2010, the Company shall file with the
Securities and Exchange Commission a registration statement on Form S-1, or
other applicable form, relating to the resale by the Creditor of all of the
Shares, and the Company shall use its commercially reasonable best efforts to
cause such registration statement to be declared effective prior to October 31,
2010.
4. This Agreement shall in all respects be interpreted, enforced and
governed under the laws of the State of Nevada. The language and all parts of
this agreement shall be in all cases construed as a whole according to its very
meaning and not strictly for or against any individual party.
5. The Creditor hereby represents and warrants to the Company that the
Creditor is not a natural person resident in any state or possession of the
United States, or a partnership or corporation organized or incorporated under
the laws of the United States. The Creditor acknowledges that the Company is
relying on this representation to issue the Shares to the Creditor without
registration pursuant to an exemption from registration under Regulation S
promulgated under the Securities Act. The Creditor further acknowledges that
any transfers to residents of the United States must be made pursuant to
registration or an exemption from registration in the transferee's state.
6. The Creditor acknowledges that the Creditor understands the meaning and
legal consequences of the representations and warranties made by the Creditor
herein, and that the Company is relying on such representations and warranties
in making its determination to enter into this agreement. The Creditor hereby
agrees to indemnify and hold harmless the Company, each manager, officer and
employee thereof and each person who controls the Company from and against any
and all loss, damage or liability due to or arising out of a breach or
inaccuracy of any representation or warranty of the Creditor contained in this
agreement.
7. This Agreement memorializes and constitutes the entire agreement and
understanding among the parties regarding the subject matter hereof, and
supersedes all prior negotiations, proposed agreements and agreements, whether
written or unwritten. The parties acknowledge that no other party, nor any agent
or attorney of any other party, has made any promises, representations, or
warranties whatsoever, expressly or impliedly, which are not expressly contained
in this agreement, and the parties further acknowledge that they have not
executed this agreement in reliance upon any collateral promise, representation,
warranty, or in reliance upon any belief as to any fact or matter not expressly
recited in this agreement.
8. The parties shall hereafter execute all documents and do all that is
necessary, convenient or desirable in the reasonable opinion of the other party
to effect the provisions of this agreement.
9. For the convenience of the parties to this agreement, this document may
be executed by facsimile signatures and in counterparts which shall together
constitute the agreement of the parties as one and the same instrument. It is
the intent of the parties that a copy of this agreement signed by any party
shall be fully enforceable against that party.
10. Should any provision of this agreement be declared or determined by any
court to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and, in lieu of such illegal or invalid
provision, there shall be added a provision as similar in terms and amount to
such illegal or invalid provision as may be possible and, if such illegal or
invalid provision cannot be so modified, then it shall be deemed not to be a
part of this agreement.
IN WITNESS WHEREOF the parties have executed this agreement as of the date first
above written.
NOVAGEN SOLAR INC.
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
President
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
