Exhibit 10.1


 


Debt Conversion and Extinguishment Agreement


 


Reference is made
to that certain original Debt Agreement made as of December 21, 2017 and the amendment made to that agreement at June 11, 2018
(the “Debt Agreement”) by and between Natur Holding B.V., a company formed under the laws of the Netherlands
(the “Company”), and Efficiency Investment Fund – 6th Wave SP, a Cayman Islands (the “Holder”).
The Company is a wholly owned subsidiary of Natur International Corp., a Wyoming corporation (“Parent Company”),
which is not a party to the Debt Agreement but is a party to this agreement.


 


WHEREAS, the Holder
and Company entered into the Debt Agreement under which it has lent from time to time a sum of money and on which there is interest
due and other charges and expenses, all in an aggregate amount of EUR 10,193,662, deemed for purposes of this agreement to be
USD $11,846,208 (the “Debt”), owed by the Company to the Holder.


 


WHEREAS, the Company
is the wholly owned subsidiary of the Parent Company, and the Parent Company is authorized to enter into this Agreement to issue
shares of its Preferred Stock, Series C (“Series C Preferred Stock) and on conversion of the Series C Preferred Stock the
underlying common stock thereof, to extinguish the Debt of the Company as herein provided.


 


WHEREAS, the Company
and the Holder have agreed to settle a portion of the amounts owed by the Company to the Holder under the Debt Agreement, including
principle, interest expenses, penalties and other charges of whatsoever nature, all in an amount equal to USD 8,846,208 (the “Converted
Debt”) in exchange for and in consideration of the issuance to Holder or its designees by the Parent Company of an aggregate
of 78,832,399 shares of Class C Preferred Stock (“Debt Repayment Shares”), convertible initially into the equivalent
of 78,832,399 shares of Common Stock of the Parent Company (the “Conversion Shares”).


 


WHEREAS, the Parent
Company is in the process of increasing its authorized number of shares of Common Stock, and the parties hereto agree that the
Conversion Shares, subject to the terms of this agreement, will not be issuable or issued until duly authorized by the Parent
Company and its stockholders and appropriate state and federal filings are made by the Parent Company.


 


WHEREAS, that for
the purposes of this agreement, the Converted Debt will be deemed fully paid at the date hereof, subject to being revived if the
Conversion Shares are not authorized as provided herein.


 


WHEREAS, the Holder
agrees that if it sells any of the shares of Common Stock it was directly or beneficially issued by the Parent Company on November
13, 2018, either as shares of Common Stock or the Common Stock underlying the Class B Preferred Stock, in exchange for its equity
interest in the Company and any of the Conversion Shares (together the Common Stock, the Common Stock underlying the Class B Preferred
Stock and the Conversion Shares are referred to as the “Value Calculation Shares”) at any time prior to December 31,
2022, and the gross proceeds to the Holder or its affiliates from the sale (or deemed sale as provided herein) of any or all of
the Value Calculation Shares exceeds USD $15,000,000, then the balance of the Debt, equal to USD $3,000,000 as of the date hereof
and any interest, expenses, penalties, and other charges of any nature due thereon under the terms of the Debt Agreement (the
“Debt Balance”), will be deemed fully paid, discharged and extinguished and the Debt Agreement in all respects
will be terminated and of no further effect.


 






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NOW, THEREFORE, in
consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Holder, the Company and the Parent
Company hereto agree as follows, notwithstanding anything to the contrary contained in the Debt Agreement:


 


	 	1.	The
    Debt Agreement represents all amounts related to the convertible loan dated 21 December 2017, subsequently amended on 11 July
    2018, owed by the Company and/or any of its affiliates to the Holder and/or any of the Holder’s affiliates.


 


	 	2.	The
    aggregate amount of the Debt owed by the Company to the Holder as of the date hereof, including all interest, expenses, penalties,
    and other charges of any nature is the equivalent of USD $11,846,208 for purposes of this agreement and the repayment of the
    obligations under the Debt Agreement.


 


	 	3.	The
    Holder agrees to convert USD $8,846,208 of the entire Debt, being the Converted Debt amount, into 78,832.399 shares of Class
    C Preferred Stock (“Debt Repayment Shares”), convertible initially into the equivalent of 78,832,399 shares of
    Common Stock of the Parent Company, in full discharge of the Converted Debt. Holder agrees that the discharge of the Converted
    Debt will be deemed to have taken place as of the date of this agreement. but that the Conversion Shares will be issuable
    at a date subsequent to the date of this agreement, due to the fact that the Parent Company is required to obtain stockholder
    approval and make state and federal filings to be able to increase its authorized capital stock. The Parent Company agrees
    to expeditiously seek the necessary approvals and make the necessary filings to increase its common stock capitalization,
    but in no event later than July 1, 2019 will the Parent Company have completed the actions necessary to increase the common
    stock capitalization of the Parent Company. If the Conversion Shares are not issuable to the Holder or its designees prior
    to July 10, 2019, then the Converted Debt will be deemed restored to being the Debt, governed by the terms of the Debt Agreement,
    as if never converted. Once the Conversion Shares are issuable, the Converted Debt shall be confirmed as irrevocably paid
    in full, released and discharged, all without any further action being required to effectuate the foregoing.


 


	 	4.	The
    Holder agrees that from the date hereof the Debt Balance will not bear any interest or other charges for borrowed sums (whether
    characterized as such) or expenses pursuant to the Debt Agreement or any other applicable provision, agreement or law or regulation.
    The Holder agrees that in any default of the Debt Agreement, this agreement or in the payment of the Debt Balance it is not
    entitled to any interest or other charges for borrowed sums or expenses and will not seek to assert or collect any interest
    or other charges for borrowed sums or expenses. Notwithstanding the foregoing, the other terms of the Debt Agreement for or
    in respect of any expenses in the collection of funds upon a default in the payment of the principle amount that them may
    be due under the Debt Agreement will continue in full force.


 






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	 	5.	The
    Parent Company and Holder agree that the Debt Repayment Shares and the Conversion Shares are being issued as “restricted
    stock,” as that term is defined under Rule 144 (“Rule 144”) of the Securities and Exchange Commission,
    pursuant to the Securities Act of 1933, as amended (“1933 Act”). The Holder agrees that it does not have
    any registration rights with respect to the Debt Repayment Shares or the Conversion Shares, and it agrees that it will at
    this time only have access to any public market for the Common Stock of the Parent Company pursuant to the safe harbor provisions
    of Rule 144. The Parent Company and Holder agree that the intent of the parties is that the holding period of the Conversion
    Shares will include that of the Conversion Debt and the Debt Repayment Shares, subject to any limitations and interpretations
    of the holding period as defined and interpreted under Rule 144. The Holder represents to the Parent Company that it is a
    sophisticated, institutional investor, and it qualifies as an “accredited investor” as defined in Regulation
    D of the 1933 Act. The Debt Repayment Shares and the Conversion Shares when issued will bear a restrictive legend with respect
    to the ability of the Holder to sell the Debt Repayment Shares and the Conversion Shares pursuant to the provisions of the
    securities laws of the United States and the lock-up provisions of this agreement.


 


	 	6.	The
    Holder agrees that any of the Debt Repayment Shares, the Conversion Shares underlying the Debt Repayment Shares and the Common
    Stock of the Parent that it holds as of the date of this Agreement shall all be subject to a six month lock-up (“Lock-up
    Period”) commencing with the date of this Agreement. During the Lock-Up Period the Holder will not: (1) offer, pledge,
    announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
    to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly
    or indirectly, any shares of Common Stock of the Parent Company or any securities convertible into, exercisable or exchangeable
    for or that represent the right to receive Common Stock of the Parent (including without limitation, Common Stock which may
    be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange
    Commission (“SEC”) and securities which may be issued upon exercise of a stock option or warrant) whether
    now owned or hereafter acquired (“Holder’s Securities”); (2) enter into any swap or other agreement
    that transfers, in whole or in part, any of the economic consequences of ownership of the Holder’s Securities, whether
    any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or common stock equivalents
    of the Parent Company or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect
    to, the registration of any Common Stock or common stock equivalents of the Parent Company or any security convertible into
    or exercisable or exchangeable for Common Stock of the Parent Company; or (4) publicly disclose the intention to do any of
    the foregoing. The Holder agrees that the foregoing restrictions preclude engaging in any hedging or other transaction which
    is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Holder’s Securities
    even if such securities would be disposed of by someone other than the undersigned.


 






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	 	7.	If
    at any time prior to December 31 2022, the Parent issues any shares of Common Stock or securities convertible or exchangeable
    into Common Stock, other than as excepted below, such that the number of Conversion Shares as originally issuable upon conversion
    of the Debt Repayment Shares represents less than 15% of the issued and outstanding shares of the Parent Company, subject
    to proportional adjustments to the capitalization of the Parent Company that applies to all holders of the Common Stock, then
    the Parent Company will issue such number of additional shares of Common Stock so as to restore the Holder’s percentage
    of the issued and outstanding shares of Common Stock of the Parent Company obtained from the conversion of Conversion Shares,
    on a fully diluted basis, to 15% for no further consideration. For calculation of the 15% amount, any sales, distributions
    or other dispositions by Holder of any of the Debt Repayment Shares or the Conversion Shares (or their equivalent) will be
    deemed not to have been made for purposes of calculating the 15% amount. Notwithstanding the foregoing, there will be no “topping-up”
    for any of the following issuances of Common Stock of the Parent Company if the price per share or the value received or to
    be received by the Parent Company (either directly or through any subsidiary thereof) is the equivalent of or greater than
    USD $0.1122 (subject to adjustment for any changes in the capitalization of the Parent Company, including reverse and forward
    stock splits, share combinations and recapitalizations) for any of the following types of transactions: (1) any issuance of
    Common Stock where the Parent Company receives directly or indirectly in exchange for the Common Stock cash or property at
    a deemed fair value as determined by the board of directors acting in good faith, which for clarity includes any issuance
    for capital raising by Parent Company or its subsidiaries, borrowings under institutional lending arrangements, notes or debentures
    issued to investors, factoring arrangements, conversion of securities originally issued for capital raising by Parent Company
    or its subsidiaries, and exercises of warrants/options including under cashless exercise provisions; (2) any issuance of Common
    Stock in connection with any acquisition of assets, enterprises or companies by means of an acquisition, merger, combination
    or consolidation or entry into a strategic or license transaction for the benefit of the Parent or any subsidiary; (3) any
    issuance of Common Stock in connection with employment, consulting or other services to the Parent Company or any subsidiary,
    whether or not the Parent Company or subsidiary receives any cash or property, including pursuant to any equity award or option
    plan of the Parent Company or a subsidiary; (4) any issuance of Common Stock pursuant to any agreement of the Parent Company
    or any subsidiary that exists on the date of this Agreement, including this Agreement. As a further limitation, the Parent
    Company will not be required to issue any shares of Common Stock or any other securities that are convertible into shares
    of Common Stock such that the effective price of the Conversion Shares hereunder would be less than USD $0.030303, which as
    of the date of this agreement will limit the issuance of any of the “top up shares” to no more than the equivalent
    of 213,092,756 shares of Common Stock (such amounts being subject to adjustment for any changes in the capitalization of the
    Parent Company, including reverse and forward stock splits, share combinations and recapitalizations) .


 


	 	8.	Holder
    and Parent Company agree that from time to time, in compliance with and subject to the securities laws of the United States,
    the terms of this agreement and the rules of any public markets on which the Common Stock is then trading, the Holder may
    sell all or a portion of the Value Calculation Shares. The Holder agrees that if it sells, transfers or otherwise changes
    the ownership of any or all of the Value Calculation Shares to a person or entity other than an alter ego entity or a wholly
    controlled affiliate of the Holder (such shares being the “Transferred Shares”), it will notify the Parent
    Company of the gross cash sales proceeds achieved from the disposition of the Transferred Shares from time to time prior to
    December 31, 2022 (“End Date”). If there is no exchange of a cash value upon such a sale or transfer or
    the Parent Company is not notified of the cash value actually received from the disposition of any of the Transferred Shares,
    within 10 days of a disposition, then the Transferred Shares will be deemed to have been disposed of by the Holder for a deemed
    cash value equivalent to the closing sale price of a share of Common Stock on the principal trading market for the Common
    Stock on such date that the transfer agent (or equivalent) is notified to transfer the Transferred Shares. If prior to the
    End Date the Holder receives or is deemed to have received gross proceeds from its disposition of the Transferred Shares equal
    to or greater than USD $15,000,000, then the Debt Balance will be deemed extinguished, paid and discharged in full. To enforce
    and to monitor the value or deemed value of the Transferred Shares, the Holder agrees that all of the Value Calculation Shares
    shall carry the following legend until the End Date: “The shares of equity of Natur International Corp., as issuer,
    represented by this stock certificate and any stock certificate issued in full or partial replacement thereof are subject
    to a debt and debt extinguishment agreement between the Holder (or subsequent transferee of the Holder), and this legend may
    only be removed prior to December 31, 2022, with the written agreement of the issuer.” For any transfer by the Holder
    other than a sale for value or deemed value, any transferee shall prior to receipt of any Transferred Shares shall agree to
    the terms of this provision and any securities law restrictions as the Parent Company reasonably requires of the Holder and
    a transferee, and the Parent Company may reject any attempted transfer that does not comply with this provision or otherwise
    this agreement and not transfer the Transferred Shares or recognize any transferee as a holder of the Transferred Shares.


 






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	 	9.	Holder
    agrees that at any time prior to the End Date, Parent or a subsidiary may repurchase from the Holder any of the Debt Repayment
    Shares or Conversion Shares that it continues to own, at a purchase price equal to the original issue value of a share, plus
    10% of that value, of the Debt Repayment Shares or the Conversion Shares (subject to adjustment for any changes in the capitalization
    of the Parent Company, including reverse and forward stock splits, share combinations and recapitalizations) as the case may
    be, times the number of shares being purchased, plus a payment of the amount of the Converted Debt and Debt Balance, less
    (a) the amount paid for the repurchased shares and (b) any amount of the proceeds (or deemed proceeds) from the Transferred
    Shares.


 


	 	10.	It
    is agreed that if the Debt Balance is not extinguished by the provisions of Section 8 of this agreement, then the Debt Balance
    existing as of the End Date will be repaid in cash, without penalty, premium, interest or expenses of the Holder, unless in
    default as provided herein.


 


	 	11.	Release.
    The Holder, singly, and for each present and former, direct and/or indirect, parents, subsidiaries, Affiliates, attorneys,
    agents, representatives, employees, consultants, brokers, officers, directors, equity and/or debt holders, managers, members,
    successors, predecessors, heirs and assigns (collectively the “Holder Releasors”), hereby expressly
    and irrevocably release, waive and forever discharge and hold harmless each of the Company, Parent Company and the shareholders
    of Natur and Parent Company, and each of their respective present and former, direct and/or indirect, parents, subsidiaries,
    affiliates, attorneys, agents, representatives, employees, consultants, brokers, officers, directors, equity and/or debt holders,
    managers, members, successors, predecessors, and assigns (collectively, the “Holder Released Parties”)
    regarding the Debt Agreement as it is fully converted or extinguished pursuant to the terms of this agreement (and subject
    to the performance by the Company and Parent Company of its obligations under this agreement) and from any and all actions,
    causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs,
    expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
    damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown,
    suspected or unsuspected, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity,
    which any of the Holder Releasors ever had, now have, or hereafter can, shall, or may have against any of the Holder Released
    Parties from the beginning of time through and including the date of debt conversion or extinguishment.


 


	 	12.	Governing
    Law.  This agreement and the terms and conditions set forth herein, shall be governed by and construed solely and
    exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles
    thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly
    pursuant to or under this agreement shall be brought solely in a federal or state court located in the City, County and State
    of New York. By its execution hereof, the parties hereto covenant and irrevocably submit to the in personam jurisdiction of
    the federal and state courts located in the City, County and State of New York and agree that any process in any such action
    may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt
    requested, with the same full force and effect as if personally served upon them in New York. The parties hereto expressly
    and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any
    defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party
    prevailing therein shall be entitled to payment from the other parties hereto of all of its reasonable counsel fees and disbursements.


  


	 	13.	Counterparts.
    This agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same
    agreement and shall become effective when such counterparts have been signed by each party and delivered to the other parties;
    provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with
    the same force and effect as if the signature were an original, not a facsimile, signature.


 


	 	14.	Third-Party
    Beneficiaries.  The parties hereto expressly acknowledge and agree that the Holder Released Parties are third-party
    beneficiaries to this agreement and are entitled to all of the rights, remedies and benefits hereunder and may enforce the
    provisions hereof as if such person and/or entity were a party hereto. Except as set forth in the preceding sentence, this
    agreement shall not confer any rights, benefits or remedies to any person and/or entity not a party hereto.


 






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	 	HOLDER:
	 	 
	 	Efficiency Investment Fund – 6th Wave SP
    
	 	 
	Date: __________.	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


Agreed and Acknowledged:


 


	COMPANY

         

        NATUR HOLDING B.V.
	 
	 	 
	By:	 	 
	 	Name: Ellen Berkers	 
	 	Title: CEO	 
	 	 	 
	PARENT COMPANY

         

        NATUR INTERNATIONAL CORP.
	 
	 	 
	By:	 	 
	 	Name: Robert Paladino 	 
	 	Title: CEO	 




  


 


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