NOTE CANCELLATION AND EXTINGUISHMENT AGREEMENT
This
NOTE
CANCELLATION AND EXTINGUISHMENT AGREEMENT
(“Cancellation
Agreement”)
is
made as of April 9, 2008, by and between the Skins Inc., a Nevada corporation
(the “Company”),
and
the undersigned (“Holder”)
(collectively, the “Parties”).
WHEREAS,
on the
Note Date as indicated on the signature page hereof, the Parties entered
into a
Secured Promissory Note (“Note”),
pursuant to which Company promised to pay to Holder or its registered assignees,
the Principal Sum as indicated on the signature page hereof, together with
interest in accordance with the Note;
WHEREAS,
the
Holder desires to roll the Principal Sum under the Note into the Company’s
private placement that is closing on the date hereof, on the same terms
of the
offering, and forego and waive any and all interest and other amounts due
under
the Note, thereby extinguishing and canceling the Note in full; and
WHEREAS,
the
Holder and the Company shall have entered into a subscription agreement
for the
private placement pursuant to the Holder’s purchase of securities from the
Company in full and complete satisfaction of the Note, and any and all
security
and collateral under the Note is hereby released.
NOW
THEREFORE,
in
consideration of the covenants and agreements, including the subscription
agreement, hereafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties
agree
as follows:
1. Debt
Cancellation and Extinguishment.
Holder
hereby cancels the indebtedness represented by the Note and acknowledges
and
agrees that such indebtedness is hereby extinguished in its entirety pursuant
to
which the Principal Sum amount shall be rolled into the Company’s private
placement that is closing on the date hereof in accordance with the subscription
agreement, any and all interest is hereby waived and extinguished, and
any and
all security and collateral under the Note is hereby released in
full.
2. Additional
Shares.
In
consideration of rolling the Principal Sum into the private placement and
foregoing interest, the Company agrees to issue additional shares to the
Holder
in connection with the Note, in such amount as indicated in Schedule
A,
attached hereto.
3. Miscellaneous.
This
Cancellation Agreement may be executed in any number of facsimile counterparts,
all of which shall be but a single original. This Cancellation Agreement
will be
binding upon and inure to the benefit of the Parties hereto and their respective
successors and assigns. The Parties shall execute and deliver from time
to time
hereafter, upon written request, all such further documents and instruments
and
shall do and perform all such acts as may be reasonably necessary to give
full
effect to the intent of this Cancellation Agreement.
4. Governing
Law.
This
Cancellation Agreement and all actions arising out of or in connection
with it
shall be governed by and construed in accordance with the laws of the State
of
New York, without regard to the conflicts of law provisions of the State
of New
York, or of any other state.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF,
the
Parties have entered into this Cancellation Agreement as of the date first
set
forth above.
|
HOLDER
|
|||
|
Name
of Holder (Print):___________________________
|
|||
|
Note
Date: ___________________________
|
|||
|
Principal
Sum: ___________________________
|
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|
Signature
: ____________________________
|
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[SIGNATURE
PAGE OF HOLDER]
-
2
-
IN
WITNESS WHEREOF,
the
Parties have entered into this Cancellation Agreement as of the date first
set
forth above.
|
COMPANY
|
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By:
Name:
▇▇▇▇ ▇▇▇▇▇
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Title:
Chief Executive Officer
|
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[SIGNATURE
PAGE OF COMPANY]
-
3
-
SCHEDULE
A
SCHEDULE
OF ADDITIONAL SHARES TO BE ISSUED
|
Name
|
No.
of Additional Shares to be Issued
|
|||
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
1,482
|
|||
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
42,088
|
|||
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
32,086
|
|||
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
120,321
|
|||
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
120,321
|
|||
|
TOTAL
|
316,298
|
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