ASSET EXCHANGE AGREEMENTAsset Exchange Agreement |
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FOUR CRYSTAL FUNDING LLC | NCT Hearing Products, Inc | PRO TECH COMMUNICATIONS, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Asset Exchange Agreement by:
ASSET EXCHANGE
AGREEMENT
between
FOUR
CRYSTAL FUNDING LLC
and
PRO
TECH COMMUNICATIONS, INC.
and
NCT
HEARING PRODUCTS, INC.
Dated:
May 20, 2008
This
letter hereby sets forth the intent with respect to the asset exchange between
Four Crystal Funding LLC (“FCF”), Pro Tech Communications, Inc. (“PCTU”) and NCT
Hearing Products, Inc. (“NCTH”) (collectively, these entities shall be referred
to as the “Parties”).
WHEREAS, PCTU has 300,000,000
shares of common stock authorized and 78,834,140 shares issued and
outstanding;
WHEREAS, NCTH is the holder of
64,569,954 PCTU common stock;
WHEREAS, FCF owns
$4,039,872,177 in Mexican gold backed bonds (“ASSET”) and wishes to exchange the
Asset with PCTU for PCTU stock.
NOW
THEREFORE, the Parties hereby agree that the specific terms and conditions of
the Asset Exchange Agreement are proposed and set forth as follows:
1. Terms of the
Transaction.
- FCF shall
obtain 228,818,182 shares of PCTU common stock as follows:
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a.
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NCTH
shall sell, dispose or otherwise transfer to FCF 53,354,461 shares or 85%
of its PCTU common stock.
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b.
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PCTU
shall issue 175,463,721 shares of its authorized but un-issued common
stock.
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- FCF shall
transfer the ASSET to PCTU and PCTU will issue preferred shares to FCF that have
a controlling common vote.
- PCTU
shall agree to transfer all of its existing assets to NCTH as satisfaction for
the note that PCTU is liable to NCTH for in the amount of approximately
$5,000,000.
- PCTU
shall agree to change its name to a name designated by FCF.
- Four
Crystal LLC has obtained the PCTU convertible preferred stock from a third party
and they agreed to convert the preferred shares into 18,000,000 shares of PCTU
common stock. They will convert no more than 5% of the current outstanding
preferred stock to common stock of PCTU at any one time.
- In
addition, FCF shall agree to pay $300,000 to NCTH as a commitment fee used for
operations and pay PCTU $250,000 for the outstanding professional fees to bring
PCTU up to date in its SEC filings.
2. Conduct of Business.
Prior to the closing of the Transaction, the Parties will conduct their
operations in the ordinary course consistent with past practice and will not
issue any capital stock or grant any options with respect to its capital stock,
nor will the Parties make any distributions, dividends or other payments to any
affiliate or shareholders other than those shares already committed to
outstanding options, preferred stock, debt to employees.
3. Public Announcements.
No party will make any public disclosure concerning the matters set forth
in this letter of intent or the negotiation of the proposed Transaction without
the prior written consent of the other parties. If and when any party desires to
make such public disclosure, after receiving such prior written consent, the
disclosing party will give the other party’s an opportunity to review and
comment on any such disclosure in advance of public release. Notwithstanding the
above, to the extent that any party is advised by counsel that
