CANCELLATION OF DEBT IN EXCHANGE FOR SECURITIES
This Cancellation of Debt in Exchange for Securities Agreement (the
"Agreement") is entered as of __________________ by and between _*_ ("Holder")
and XXXXX WORLDWIDE INTERMEDIA, INC., a Nevada Company (hereinafter referred to
as "Company").
Whereas, the Company is indebted to the Holder in the aggregate sum of $_*_
(the "Debt"); ---
WHEREAS, the Holder seeks repayment of the Debt and will cancel repayment
of the Debt in exchange for securities of the Company, and the Company is
willing to issue securities in exchange for Cancellation of the Debt;
NOW, THEREFORE, in consideration of the mutual conditions and covenants
contained in this Agreement, and for other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, it is hereby
stipulated, consented to and agreed by and among the parties as follows:
1. The Company hereby issues to the Holder _*_ shares of the Company's
common stock at a price of $0.01 per share. Additional terms and conditions of
the issuance of shares shall be as set forth in Exhibit A hereto. In
consideration and exchange therefore, the Debt and all rights associated with
the Debt, including any claim for interest, held by the Holder is hereby
cancelled.
2. This Agreement and its Exhibits contain the entire agreement and
understanding concerning the subject matter hereof between the parties and
supersedes and replaces all prior negotiations, proposed agreement and
agreements, written or oral. Should any provision of this Agreement be declared
or be determined by any court or tribunal to be illegal or invalid, the validity
of the remaining parts, terms or provisions shall not be affected thereby and
said illegal or invalid part, term or provision shall be severed and deemed not
to be part of this Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada, without regard to principles
of conflicts of laws. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state or federal courts in the State of Nevada. All parties and the
individuals executing this Agreement and other agreements agree to submit to the
jurisdiction of such courts and waive trial by jury. The prevailing party shall
be entitled to recover from the other party its reasonable attorney's fees and
costs. This Agreement may be executed in counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended to
one instrument, but all of which together shall constitute one and the same
Agreement.
HOLDER: COMPANY:
XXXXX WORLDWIDE INTERMEDIA, INC.
_______________________________ By:_____________________________
Xxxx Xxxxx
Exhibit A
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND
SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES
ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH
SUCH PROPOSED TRANSFER.
SUBSCRIPTION AGREEMENT
----------------------
THIS AGREEMENT is dated for reference the _________ day of _____________, 2006,
is made by and between _*_ (hereinafter the "Holder") and XXXXX WORLDWIDE
INTERMEDIA, INC.
WHEREAS:
A. The Company is indebted to the Holder in the total amount of $_*_ (the
"Debt");
B. The Company wishes to settle the debt by issuing to the Holder common
shares of the Company and the Holder is prepared to accept the shares
in satisfaction of the Debt.
NOW THEREFORE this agreement witnesses that in consideration of the mutual
promises, warranties, covenants, and agreements herein contained, the parties
agree as follows:
1. The Company acknowledges and agrees that it is indebted to the Holder in
the amount of the debt.
2. The Company agrees to issue to the Holder and the Holder agrees to accept
_*_ shares of common stock of the Company (the "Shares") at a deemed price
of US $0.01 per Share as full and final payment of the Debt.
3. The Holder agrees that the Debt will be fully satisfied and extinguished
when the Company delivers the Shares to the Holder, and subject only to the
issuance of the Shares, the Holder releases and forever discharges the
Company, its subsidiaries and their directors, officers, and employees from
and against any and all claims, actions, obligations, and damages
whatsoever, which the Holder may have against any of them relating to the
Debt. This release shall be operative from and after the date of completion
of the transaction contemplated by this Agreement and shall be effective
without deliver of any further release or other documents by the Holder and
the Company.
4. The Holder understands that no federal, state agency, or any other
securities commission has made any finding or determination as to the
fairness of this investment or has recommended or endorsed the purchase of
the Shares.
5. The Holder, by reason of his knowledge and experience in financial and
business matters, and/or such knowledge and experience and that of his
offeree representative, if retained, believes himself capable of evaluating
the merits and risks of this investment.
6. The Holder has received and carefully reviewed the Company's Business Plan
and financial statements and has had the opportunity to ask and receive
answers to any and all questions the Holder had with respect to the
Company, its Business Plan, Management and current financial condition.
7. The Holder represents, warrants and agrees that he is acquiring the Shares
solely for his own account, for investment, and not with a view to the
distribution or resale thereof. The Holder further represents that his
financial condition is such that he is not under any present necessity or
constraint, to dispose of such Shares to satisfy any existing or
contemplated debt or undertaking.
8. The Holder is aware of the fact that the Shares have not been registered
nor is registration contemplated under the Securities Act of 1933, and
accordingly, that the Shares must be held indefinitely unless they are
subsequently registered under said Act or unless, in the opinion of counsel
for the Company, a sale or transfer may be made without registration
thereunder. The Holder is further aware that he may not be entitled to make
any sales or transfers of the Shares pursuant to the exemption afforded by
Rule 144 promulgated under said Act. The Holder agrees that any
certificates evidencing the Shares may bear a legend restricting the
transfer thereof consistent with the foregoing and that a notation may be
made in the records of the Company restricting the transfer of the Shares
in a manner consistent with the foregoing.
9. The Holder acknowledges that neither the Company nor any person acting on
behalf of the Company offered to sell him Shares by means of any form of
general advertising, such as media advertising or seminars.
10. The undersigned represents and warrants that he is not a U.S. person as
that term is defined in Regulation S, promulgated under the Securities Act
of 1933 as amended. A U.S. person is defined by Regulation S of the Act to
be any person who is:
10. Any natural person resident in the United States.
(ii) Any partnership or corporation organized or incorporated under the
laws of the United States;
(iii) Any estate of which any executor or administrator is a U.S. Person;
(iv) Any trust of which any trustee is a U.S. Person;
(v) Any agency or branch of a foreign entity located in the United States;
(vi) Any non-discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary organized, incorporated,
or (if an individual) resident in the United States; and
(vii) Any partnership or corporation if:
(A) organized or incorporated under the laws of any foreign; and
(B) formed by a U.S. person principally for the purpose of investing
in securities not registered under the Act, unless it is
organized or incorporated, and owned, by accredited investors [as
defined in Section 230.501(a) of the Act] who are not natural
persons, estates or trust.
11. The Holder hereby agrees that this subscription is irrevocable and that the
representations and warranties set forth in this Subscription Agreement
shall survive the acceptance hereof by the Company.
12. The agreements and representations herein set forth shall become effective
and binding upon the Holder, his heirs, legal representatives, successors
and assigns upon the Company's acceptance hereof in the space provided
below.
The Holder hereby subscribes for:
* Shares at $0.01 per share totaling $ * .
--- ---
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ACCEPTANCE
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The undersigned acknowledges receipt of the Subscription Agreement, a copy of
which is set forth above, and of payment of the purchase price of the Shares
subscribed. The undersigned accepts the subscription embodied in the
Subscription Agreement, all on the terms and conditions set forth therein.
By: ___________________________
President
Dated: _____________
