DEBT EXTINGUISHMENT AGREEMENT
Exhibit
10.4
THIS DEBT EXTINGUISHMENT
AGREEMENT (this “Agreement”) is made effective as of
the 2nd day of October 2009, by and between The Loev Law Firm, PC (“Creditor”)
and RX Scripted, Inc. (the “Company”),
each a “Party”
and collectively the “Parties.”
PRELIMINARY
STATEMENTS
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1.
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The
Company owes Creditor an aggregate of $45,830.31 (the “Debt”)
as of the date of this Agreement pursuant to and in connection with (a) a
Convertible Promissory Note dated on or around March 11, 2008, with an
effective date of September 18, 2007 (the “Note”,
as amended, modified and extended from time to time); and (b) outstanding
legal fees owed by the Company to the Creditor in consideration for legal
services rendered to the Company by Creditor (the “Legal
Fees”);
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2.
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The
Company and certain shareholders of the Company, including Creditor (the
“Shareholders”),
have previously entered into a Stock Purchase Agreement (the “Purchase
Agreement”), pursuant to which the Shareholders have agreed to sell
a controlling interest in the Company;
and
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3.
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A
required condition to the closing of the Purchase Agreement is the
forgiveness by the Creditor of the Debt, the extinguishment of the Note
and the forgiveness of the Legal
Fees.
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NOW, THEREFORE, in
consideration of the mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties do hereby agree as follows:
1. Debt Forgiveness and Note
Extinguishment.
The
Creditor agrees to forgive the entire amount of the Debt (the “Forgiveness”),
forever extinguish the Note, and forgive the Legal Fees and any obligations
owing to Creditor in connection with such Note or Legal Fees (the “Extinguishment”)
in consideration for $10 and other good and valuable consideration from the
Company, which funds the Creditor agrees to accept in consideration for full and
complete satisfaction of the Note, the Legal Fees and the Debt.
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2.
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Consideration. Each
of the Parties agrees and confirms by signing below that they have
received valid consideration in connection with this Agreement and/or
pursuant to and in connection with the Purchase Agreement and the
transactions contemplated therein.
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3.
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Further
Assurances. The Parties agree that, from time to time,
each of them will take such other action and to execute, acknowledge and
deliver such contracts, deeds, or other documents (a) as may be reasonably
requested and necessary or appropriate to carry out the purposes and
intent of this Agreement; or (b) to effect or evidence the Forgiveness of
the Debt and Extinguishment of the Note and Legal
Fees.
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4. Miscellaneous.
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(a)
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Benefit and
Burden. This Agreement shall inure to the benefit of,
and shall be binding upon, the Parties hereto and their successors and
permitted assigns.
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(b)
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Amendments and
Waiver. No amendment, modification, restatement or
supplement of this Agreement shall be valid unless the same is in writing
and signed by the Parties hereto. No waiver of any provision of
this Agreement shall be valid unless in writing and signed by the Party
against whom that waiver is sought to be
enforced.
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(c)
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Assignments. Purchaser
may assign any of its rights, interests and obligations under this
Agreement and must notify Seller in
writing.
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(d)
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Counterparts. This
Agreement may be executed in counterparts and by the different Parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.
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(e)
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Construction. In
this Agreement words importing the singular number include the plural and
vice versa; words importing the masculine gender include the feminine and
neuter genders.
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(f)
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Severability. Should
any clause, sentence, paragraph, subsection, Section or Article of this
Agreement be judicially declared to be invalid, unenforceable or void,
such decision will not have the effect of invalidating or voiding the
remainder of this Agreement, and the Parties agree that the part or parts
of this Agreement so held to be invalid, unenforceable or void will be
deemed to have been stricken herefrom by the Parties, and the remainder
will have the same force and effectiveness as if such stricken part or
parts had never been included
herein.
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(g)
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Applicable
Law. THIS AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.
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(h)
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Entire
Agreement. This Agreement sets forth all of the
promises, agreements, conditions, understandings, warranties and
representations among the Parties with respect to the transactions
contemplated hereby and thereby, and supersedes all prior agreements,
arrangements and understandings between the Parties, whether written, oral
or otherwise.
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(i)
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Faxed
Signatures. For purposes of this Agreement, a faxed
signature shall constitute an original
signature.
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IN WITNESS WHEREOF, the
Parties have duly executed this Agreement as of the day and year first above
written.
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“CREDITOR”
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The
Loev Law Firm, PC
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/s/
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▇. ▇▇▇▇,
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Manager
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“COMPANY”
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By:
/s/ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇
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President
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