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Debt Extinguishment Agreement

Convertible Promissory Note

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 This Convertible Promissory Note involves

RX SCRIPTED, INC. | Loev Law Firm, PC

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Governing Law: Texas     Date: 10/9/2009

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Exhibit 10.4



THIS DEBT EXTINGUISHMENT AGREEMENT (this Agreement ) is made effective as of the 2nd day of October 2009, by and between The Loev Law Firm, PC (“ Creditor ”) and RX Scripted, Inc. (the “ Company ”), each a “ Party ” and collectively the “ Parties.






The Company owes Creditor an aggregate of $45,830.31 (the “ Debt ”) as of the date of this Agreement pursuant to and in connection with (a) a Convertible Promissory Note dated on or around March 11, 2008, with an effective date of September 18, 2007 (the “ Note ”, as amended, modified and extended from time to time); and (b) outstanding legal fees owed by the Company to the Creditor in consideration for legal services rendered to the Company by Creditor (the “ Legal Fees ”);




The Company and certain shareholders of the Company, including Creditor (the “ Shareholders ”), have previously entered into a Stock Purchase Agreement (the “ Purchase Agreement ”), pursuant to which the Shareholders have agreed to sell a controlling interest in the Company; and




A required condition to the closing of the Purchase Agreement is the forgiveness by the Creditor of the Debt, the extinguishment of the Note and the forgiveness of the Legal Fees.


NOW, THEREFORE , in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:


1.            Debt Forgiveness and Note Extinguishment .


The Creditor agrees to forgive the entire amount of the Debt (the “ Forgiveness ”), forever extinguish the Note, and forgive the Legal Fees and any obligations owing to Creditor in connection with such Note or Legal Fees (the “ Extinguishment ”) in consideration for $10 and other good and valuable consideration from the Company, which funds the Creditor agrees to accept in consideration for full and complete satisfaction of the Note, the Legal Fees and the Debt.



Consideration .  Each of the Parties agrees and confirms by signing below that they have received valid consideration in connection with this Agreement and/or pursuant to and in connection with the Purchase Agreement and the transactions contemplated therein.



Further Assurances .  The Parties agree that, from time to time, each of them will take such other action and to execute, acknowled

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