AGREEMENT

 

This Agreement (the “Agreement”) is dated December 3, 2008 and is made by and between Vortex Resource Corp. (the “Company”) and T.A.S. Holdings Limited (“TAS”).

 

WHEREAS, TAS is the owner of 15,000,000 shares of common stock of the Company (the “Shares”) and a promissory note in the principal amount of approximately $1,065,000 (the “Note” and together with the Shares, the “Securities”);

 

WHEREAS, due to current capital constraints and the operational difficulties, the Company will be unable to pay the Note;

 

WHEREAS, in lieu of payment on the Note, TAS has agreed to convert the Securities into 1,000,000 shares of Series B Preferred Stock (the “Preferred Shares”), which rights are more fully defined in the Certificate of Designation attached hereto as Exhibit A.

 

NOW, THEREFORE, in consideration of the mutual conditions and covenants contained in this Agreement, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is hereby stipulated, consented to and agreed by and between the Company and Affiliate as follows:

 

1. The Company and TAS hereby agree to convert the Securities into the Preferred Shares.

 

2. TAS warrants and represents that no other person or entity has any interest in the matters released herein, and that it has not assigned or transferred, or purported to assign or transfer, to any person or entity all or any portion of the Securities.

 

3. Each party shall be responsible for their own attorneys’ fees and costs.

 

4. Each party acknowledges and represents that: (a) they have read the Agreement; (b) they clearly understand the Agreement and each of its terms; (c) they fully and unconditionally consent to the terms of this Agreement; (d) they have had the benefit and advice of counsel of their own selection; (e) they have executed this Agreement, freely, with knowledge, and without influence or duress; (f) they have not relied upon any other representations, either written or oral, express or implied, made to them by any person; and (g) the consideration received by them has been actual and adequate.

 

5.  This Agreement contains the entire agreement and understanding concerning the subject matter hereof between the parties and supersedes and replaces all prior negotiations, proposed agreement and agreements, written or oral. Each of the parties hereto acknowledges that neither any of the parties hereto, nor agents or counsel of any other party whomsoever, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject hereto, to induce it to execute this Agreement and acknowledges and warrants that it is not executing this Agreement in reliance on any promise, representation or warranty not contained herein.

 

6. This Agreement may not be modified or amended in any manner except by an instrument in writing specifically stating that it is a supplement, modification or amendment to the Agreement and signed by each of the parties hereto.

 

7. Should any provision of this Agreement be declared or be determined by any court or tribunal to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be severed and deemed not to be part of this Agreement.

 

8.  The Parties agree that this Agreement is governed by the Laws of the State of California and that any and all disputes that may arise from the provisions of this Agreement shall be tried in the courts located in Los Angeles, California. The Parties agree to waive their right to trial by jury for any dispute arising out of this Agreement.

 

9. This Agreement may be executed in facsimile counterparts, each of which, when all parties have executed at least one such counterpart, shall be deemed an original, with the same force and effect as if all signatures were appended to one instrument, but all of which together shall constitute one and the same Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first indicated above.

 

 

 

 

VORTEX RESOURCE CORP.

/s/Robin Ann Gorelick 

Name: Robin Ann Gorelick   

Title:  Secretary   

T.A.S. HOLDINGS LIMITED

By:/s/ Itzak Sharvit   

Name: Itzak Sharvit

Title: Director