DEBT CONVERSION AGREEEMENT

THIS DEBT CONVERSION AGREEMENT (the “Agreement”) is made and entered into as of this 18th day of February, 2011 by and between So Act Network, Inc., a Delaware corporation, (the “Company”) and Greg Halpern (the “Creditor”).

WHEREAS, the Creditor is owed a total of One Hundred Forty Four Thousand Dollars ($144,000) as accrued wages and Two Hundred Eighty Three Thousand Four Hundred Eighty Dollars ($283,480) as a loan payable by the Company (the “Total Debt”);

WHEREAS, the Creditor has agreed to retire One Hundred Forty Four Thousand ($144,000) of the total wages due and payable and One Hundred Thousand Dollars ($100,000) of the loan payable (the “Debt”) in exchange for the issuance of shares of the common stock of the Company (the “Shares”);

WHEREAS, the Company believes that it is in the best interests of its shareholders to issue the Shares to the Creditor;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Conversion.  Upon execution of this Agreement, the Debtor will convert the Debt into 2,218,182 shares of the Company’s common stock.  As promptly as practicable after the conversion of the Debt, the Company at its expense will issue and deliver to the Creditor of the Debt a certificate or certificates for the number Shares issuable upon such conversion.

 

2. Assignment.  The rights and obligations of the Company and the Creditor of the Debt shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

 

3. Waiver and Amendment.  Any provision of the Debt may be amended, waived or modified upon the written consent of the Company and the Creditor.

 

4. Transfer of The Debt or Securities Issuable on Conversion Hereof.  With respect to any offer, sale or other disposition of the Debt or securities into which such Debt may be converted, the Creditor will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such Creditor’s counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect).  Promptly upon receiving such written notice and reasonably satisf actory opinion, if so requested, the Company, as promptly as practicable, shall notify such Creditor that such Creditor may sell or otherwise dispose of the Debt or such securities, all in accordance with the terms of the notice delivered to the Company.  If a determination has been made pursuant to this Section 5 that the opinion of counsel for the Creditor is not reasonably satisfactory to the Company, the Company shall so notify the Creditor promptly after such determination has been made.  Each Debt thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act of 1933, as amended, unless in the opinion of counsel for the Company such legend is not required.  The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

 

 

5. Notices.  Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if telegraphed or mailed by registered or certified mail, postage prepaid, at the respective addresses of the parities as set forth herein.  Any party hereto may by notice so given change its address for future notice hereunder.  Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail or telegraphed in the manner set forth above and shall be deemed to have been received when delivered.