Exhibit 10.2
STOCK CONVERSION
AGREEMENT
THIS STOCK CONVERSION
AGREEMENT (“Agreement”) is made on January
___, 2009, by and between SELLMYBUSINESSNOW.COM, Inc., a Michigan
corporation (the “Company”) and
_______________________, a Michigan ______________
(“Lender”).
R E C I T A L S:
WHEREAS , on or about [November 28, 2007/January 3,
2008] , Lender and the Company entered into a Loan Agreement,
[as Amended and Restated on January 3, 2008] (the
“Loan Agreement”) pursuant to which Lender loaned the
Company the principal amount of ______________
(“Loan”); and
WHEREAS , in order to evidence the Loan, the Company
issued the Lender a Promissory Note (the “Note”) in the
principal amount of the Loan dated [November 28, 2007/January 3,
2008] ; and
WHEREAS , pursuant to Section 3 of the Loan Agreement,
Lender may convert (“Conversion Right”) all of the
outstanding principal amounts of the Loan into shares
of the Company’s common stock; and
WHEREAS , the Lender desires to exercise the Conversion
Right, pursuant to the terms and conditions of this
Agreement.
NOW THEREFORE
, in consideration of the mutual
agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agrees as follows:
1.
Conversion.
The Lender hereby elects
to exercise the conversion right and convert the Loan into ___
(_____) shares of the Company’s common stock (the
“Conversion Shares”), according to the conditions set
forth herein. Lender shall surrender the Note upon
execution of this Agreement (the
“Conversion”). Upon the issuance of the
Conversion Shares, the rights of Lender pursuant to the Note and
the Loan Agreement shall cease and the Company shall issue and
deliver to Lender a stock certificate representing the Conversion
Shares. Upon the Conversion, the Note shall be cancelled
and the Note and the Loan Agreement shall be of no further force
and effect.
2.
Representations and Warranties
of Company. The Company represents and warrants
to each Lender, the following:
2.1. The
Company’s Existence and Authority . The
Company is a corporation, duly organized and validly existing under
the laws of the State of Michigan. The person executing
this Agreement has full power and complete authority to execute
this Agreement and all related documents and, when executed, this
Agreement will be legal, valid and binding obligations of the
Company, enforceable in accordance with their respective
terms.
2.2.
Capitalization. The authorized capital of the
Company consists solely of 60,000 shares of common
stock. Upon issuance of the Conversion Shares to the
Lender, the Conversion Shares will be validly issued, fully paid
and nonassessable.
2.3. No
Litigation . There are no pending or, to the
Company’s knowledge, threatened suits or proceedings before
any court, governmental agency, regulatory body, or administrative
tribunal to which the Company is a party or by which its property
may be effected and which may result in any material change in the
financial condition of the Company.
3.
Representations and Warranties
of Lenders. Each Lender hereby represents and warrants to
the Company that:
3.1. Lender is a
citizen of the United States;
3.2. The Conversion
Shares are being acquired for the Lender’s own account and
solely for investment. The Lender has no present
intention of distributing or selling any portion of the Conversion
Shares;
3.3. The Conversion
Shares are not registered under either the Securities Act of 1933
as amended (“Securities Act”) or any applicable state
securities laws and, therefore, cannot be resold unless they are
registered or unless an exemption from registration is available
thereunder. Consequently, the Lender may be required to
hold the Conversion Shares indefinitely, unless and until
registered under the Securities Act and any applicable State
securities laws, unless an exemption from registration is
available, in which case the Lender may still be limited as to the
number of Conversion Shares that may be sold or hereinafter
acquired by such Lender. In any case, the Lender may not
sell, assign, pledge, hypothecate, donate or otherwise transfer
(whether or not for consideration) unless and until the Conversion
Shares are registered or determined to be exempt from registration
on the bas
