EXHIBIT 10.1
UNIVERSAL DETECTION TECHNOLOGY
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FORM
DEBT CONVERSION AGREEMENT
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NOTEHOLDER:
NOTE AMOUNT: $_____
OUTSTANDING PRINCIPAL: $______
INTEREST RATE: __%
DATE OF NOTE: _____
MATURITY: _____
ACCRUED INTEREST: $____
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[Date]
AGREEMENT
This Agreement (the "Agreement") is entered into by and between Universal
Detection Technology (the "Issuer") and [NAME](the "Noteholder") on the date
first shown above. The Noteholder confirms that pursuant to the note dated
_________ (the "Note") in the principal amount of $_______ with an interest rate
of __% per annum and a maturity date of _______, the Issuer owes the Noteholder
a balance of $____ including principal and accrued interest as of ----.
The Noteholder further agrees to convert the following amount of principal and
interest (the "Conversion Amount") due under the Note into shares of common
stock of the Issuer ("Shares"), no par value, at the price stated below. The
parties anticipate that the Shares will be eligible for resale pursuant to Rule
144.
PRINCIPAL BEING CONVERTED: $_____
INTEREST BEING CONVERTED: $_____
CONVERSION PRICE: $_____
NUMBER OF SHARES TO BE ISSUED: ______
The Noteholder is surrendering for conversion that portion of the principal and
interest due under the Note represented by the Conversion Amount and is not
furnishing any other or additional consideration to the Issuer. The Noteholder
hereby waives, releases, relinquishes and discharges the Issuer of any and all
claims and causes of action it now has or that may hereafter arise with respect
to the Conversion Amount and agrees to accept the Shares as full satisfaction
thereof. No claims are reserved with respect to the Conversion Amount, and the
Noteholder expressly waives any and all rights related thereto, except for those
provided for herein, that it may have under the provisions of California Civil
Code Section 1542, which provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
The Noteholder acknowledges and agrees that this Agreement and the waiver set
forth herein are valid and binding on the Noteholder in accordance with the
terms hereof. The Noteholder represents and warrants that:
o It has the requisite authority to execute and deliver this
Agreement and that the person executing and delivering this
Agreement has been duly authorized by the Noteholder to do so;
o It is not, and has not been for the three months preceding the
date hereof, an affiliate of the Issuer and will not hold more
than 10% of the issued and outstanding Shares upon
consummation of the conversion contemplated hereby; and
o It has not assigned or transferred, or purported to assign or
transfer, the Note or any right or claim in connection
therewith to any other person.
This Agreement shall be governed by the laws of the State of California, without
regard to the conflict of laws principles thereof. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement may not be modified or amended except by
a writing signed by both parties hereto. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof.
Agreed to and accepted by:
UNIVERSAL DETECTION TECHNOLOGY NOTEHOLDER
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By: Xxxxxxx Xxxxxx, CEO
