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Exhibit
10.1
AGREEMENT TO EXCHANGE
CONVERTIBLE PROMISSORY NOTE
This Agreement to exchange
the Convertible Promissory Note (as defined below) is made as of
, 2007 by and between Invenda Corporation (formerly E-centives,
Inc.), a Delaware corporation (the “ Company ”),
and the undersigned holder of the convertible promissory note
identified on Schedule I hereto (the “ Holder
”).
WHEREAS , the Company
issued the convertible promissory note on the date and for the
principal amount in US Dollars listed on Schedule I hereto (the
“ Convertible Promissory Note ”) to the Holder;
and
WHEREAS , the Company
and the Holder desire to exchange the Convertible Promissory Note
into the shares of the Company’s common stock, par value $.01
per share (the “ Common Stock ”) identified on
Schedule I hereto, in accordance with the terms and conditions
hereof.
NOW THEREFORE , in
consideration of the mutual covenants contained herein the parties
hereto agree as follows:
1. Exchange : The
Holder hereby irrevocably elects to exchange (the “
Exchange ”) the entire principal amount of the
Convertible Promissory Note, plus all accrued and unpaid interest
thereon for the number of shares of Common Stock listed on Schedule
I as of the date hereof (the “ S
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