EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT made and entered
effective as of August 11, 2009, by and between CLICKER Inc., a
Nevada corporation (the “Company”) and Lotus Funding
Group, LLC, a Texas Limited Liability Company
(“Lotus”).
WITNESSETH:
WHEREAS , Lotus has purchased debt evidenced by a
certain promissory note in a principal amount of $100,000 (the
“Debt”);
WHEREAS , the Company has requested that Lotus agree to
restructure (the “Restructuring”) the Debt into a
Convertible Note (the “New Debt”) with such New Debt
convertible into the Company’s shares of common stock at a
fifty percent (50%) discount to market, thereby eliminating the
Debt;
WHEREAS , Lotus has agreed to the Restructuring and the
New Debt;
WHEREAS , the board of directors of the Company deems it
advisable and in the best interests of the Company to consummate
the transactions contemplated by this Agreement upon the terms and
conditions set forth herein;
NOW, THEREFORE , in consideration of the mutual promises,
covenants and agreements set forth herein and in reliance upon the
undertakings, representations, warranties and indemnities contained
herein, the Company and Lotus hereby agree as follows:
ARTICLE 1
EXCHANGE OF SHARES;
CLOSING
Section 1.1
Restructuring . Subject to the terms and
conditions herein stated, Lotus agrees at the Closing that the Debt
shall be restructured and, as so restructured, to exchange the Debt
for the New Debt pursuant to the Convertible Note dated as of the
date hereof (the “Convertible Note”).
Section 1.2
Closing . The closing of the transactions
contemplated by this Agreement (the “Closing”) shall
take place simultaneously with the execution and delivery of this
Agreement and the Convertible Note.
Section 1.3
Deliveries at Closing . At the closing, Lotus and
the Company shall exchange executed copies of this Agreement and
the Convertible Note.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY
The Company represents and warrants to Lotus as
of the date hereof as follows:
Section 2.1
Organization . The Company is a corporation duly
organized, validly existing and in good standing under the laws of
the state of Nevada and has all requisite corporate power and
authority to own its properties
