AGREEMENT is dated for reference the 7th day of February 2016.
Science, Inc., a company incorporated under the laws of Nevada and having an office at 6946 N Academy Blvd., Suite B 254,
Colorado Springs, CO 80918
THE FIRST PART
R. Lewis, having an address at 5539 West Ave L6, Quartz Hill CA 93536
THE SECOND PART
is indebted to the Creditor via promissory note dated March 21, 2015 in the amount of US $75,000.00 (the “Debt”),
of August 20, 2015;
wishes to settle $45,000.00 of the promissory note dated March 21, 2015 in the amount of US $75,000.00 by issuing to the Creditor,
or its assigns, shares of common stock of the Company and the Creditor is prepare to accept the shares in satisfaction of $45,000.00
of the promissory note dated March 21, 2015 in the amount of US $75,000.00.
THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement,
the parties agree as follows:
Company acknowledges and agrees that it is indebted to the Creditor in the amount of
Debt was recorded on the books of the Company on March 21, 2015.
Company agrees to issue to the Creditor and the Creditor agrees to accept 45,000,000
shares of common stock of the Company (the “Shares”) at a deemed price of
US $0.001 per Share as partial payment of the promissory note dated March 21, 2015 in
the amount of US $75,000.00.
Creditor agrees that $45,000.00 of the Debt will be fully satisfied and extinguished
when the Company delivers the Shares to the Creditor, and subject only to the issuance
of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries
and their respective directors, officers, and employees from and against any and all
claims, actions, obligations, and damages whatsoever which the Creditor may have against
any of them relating to $45,000.00 of the Debt. This release will be operative from and
after the date of completion of the transaction contemplated by this Agreement and will
be effective without the delivery of any further release or other documents by the Creditor
to the Company.
represents, warrants and acknowledges to the Company that:
Debt constitutes the outstanding indebtedness with respect to the promissory note dated
March 21, 2015 in the amount of US $75,000.00 as at February 7, 2016 including principal,
interest to the date hereof and costs;
Creditor has not conveyed, transferred or assigned any portion of the Debt to any third
party, and has full right, power and authority to enter into this Agreement and to accept
the Shares in full and final satisfaction of the Debt;
third party has any right to payment of all or any portion of the Debt;
Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
the Creditor is a corporation or legal entity other than an individual, all necessary
corporate or other action has been taken by the Creditor to approve this Agreement;
Company is relying on exemptions from registration and prospectus requirements of applicable
securities laws in the United States to issue the Shares to the Creditor;
Creditor is not acquiring the Shares as a result of any material information that the
Company has not generally disclosed to the public; and
Shares will be subject to resale restrictions as required by applicable securities law
and the Creditor will seek its own independent legal advice regarding such resale restrictions
imposed on the Shares.
obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true
and correct at the date of this Agreement and at the time of closing.
and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for
the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor. The Creditor will
indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations and warranties
being incorrect or breached.
will be of the essence of this Agreement.
Company and the Creditor will sign all other documents and do all other things reasonably
necessary to carry out this Agreement.
provisions contained in the Agreement constitute the entire agreement between the parties
and supersede all previous understandings, communications, representations, and agreements,
whether written or verbal, between the parties regarding the subject matter of this Agreement.
dollar amounts referred to in this Agreement are expressed in United States currency,
unless otherwise indicated.
Agreement will ensure to the benefit of and be binding on each of the parties and their
respective heirs, executors, administrators, successors, and assigns.
Agreement may be signed in counterparts, both of which will constitute one agreement.
Agreement supersedes and replaces any prior agreements between the parties concerning
the subject matter hereof.
WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.