Blueprint




 






Exhibit 10.20

 


LOAN CONVERSION AGREEMENT

 

This LOAN
CONVERSION AGREEMENT (this "Agreement") is dated March 27, 2017
(the “Effective Date”), by and between Singapore
eDevelopment, Ltd, a Singapore limited company (“SeD’)
or “Holder”) and HotApp International, Inc., a Delaware
corporation (“HotApp”).

 

R E C I T A L
S:

 

WHEREAS, the Holder has lent HotApp a
total of USD$450,890.00 as of March 27, 2017 (the
“Debt”); and

 

WHEREAS, Holder desires to convert the
Debt into common shares of HotApp, $0.0001 par value per share (the
“Common Stock”) at a conversion price of $0.09 per
share and HotApp desires to issue the Common Stock in exchange for
satisfaction of the Debt.

 

WHEREAS, Holder and HotApp intend this
conversion to be completed pursuant to Section 3(a)(9) of the
Securities Act of 1933, as amended.

 

            NOW,
THEREFORE, in consideration of the premises and of the terms
and conditions herein contained, the parties mutually agree as
follows:

 

1. Conversion of
Debt.

 

1.1  As of the
Effective Date, the Debt shall be paid in full, with no further
interest, penalties, fees, or charges, with the issuance of
500,988,889 shares of common stock of HotApp, valued at $0.09 per
share, and the Debt shall be satisfied.

 

2. Representations and
Warranties of HotApp.

 

             
2.1 Authorization.
The execution, delivery and performance by HotApp of this Agreement
and the performance of all of HotApp’s obligations hereunder
have been duly authorized by all necessary corporate action, and
this Agreement has been duly executed and delivered by HotApp. This
Agreement constitutes the valid and binding obligation of HotApp
enforceable in accordance with its terms. The execution and
performance of the transactions contemplated by this Agreement and
compliance with its provisions by HotApp will not conflict with or
result in any breach of any of the terms, conditions, or provisions
of, or constitute a default under, its Articles of Incorporation or
Bylaws or any agreement to which HotApp is a party or by which it
or any of its properties is bound.

 

2.2 Issuance of Shares. The
issuance and delivery of the Convertible Debenture in accordance
with this Agreement has been duly authorized by all necessary
corporate action on the part of HotApp, and the underlying shares
of common stock to be delivered, when so delivered, will have been
duly and validly authorized and issued by the Company and will be
fully paid and nonassessable.

 

             
2.3 Binding
Obligation. Assuming the due execution and delivery of this
Agreement, this Agreement constitutes the valid and binding
obligation of HotApp, enforceable against HotApp in accordance with
its terms, subject, as to enforcement, (i) to bankruptcy,
insolvency, reorganization, arrangement, moratorium and other laws
of general applicability relating to or affecting creditors' rights
and (ii) to general principles of equity, whether such
enforceability is considered in a proceeding in equity or at
law.

 



 






 





 

3. Miscellaneous.

 

3.1 No Third Party Beneficiaries.
This Agreement shall not confer any rights or remedies upon any
person other than the parties and their respective successors and
permitted assigns.

 

3.2 Entire Agreement. This
Agreement (including the documents referred to herein) constitutes
the entire agreement among the parties and supersedes any prior
understandings, agreements, or representations by or among the
parties, written or oral, to the extent they related in any way to
the subject matter hereof.

 

          
   3.3 Counterparts. This agreement
may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.

 

3.4 Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of
the State of Maryland (without regard to conflict of
laws).

 

             
3.5 No
Waiver/Amendments. Any waiver by either party to this
Agreement of any provision of this Agreement shall not be construed
as a waiver of any other provision of this Agreement, nor shall
such waiver be construed as a waiver of such provision respecting
any future event or circumstance. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing
and signed by both parties.

 

3.6 Severability. Any term or
provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.

 

             
3.7 Costs. Each
party will bear the costs and expenses incurred by it in connection
with this Agreement and the transaction contemplated
thereby.

 

3.8 Survival of Terms. All
representations, warranties and covenants contained in this
Agreement or in any certificates or other instruments delivered by
or on behalf of the parties hereto shall be continuous and survive
the execution of this Agreement.

 

3.9 Assignment. This Agreement
shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of any
assignee, subject to the terms and conditions hereof.

 

3.10 Headings. The headings used in
this Agreement are for convenience only and shall not by themselves
determine the interpretation, construction or meaning of this
Agreement.

 

3.12 Additional Assurances. Holder
agrees to furnish to HotApp, promptly upon HotApp's written request
therefor, such additional documents or instruments, if any, in
connection with the conversion of the Debt into the Common Stock,
HotApp, or its agent may require.

 



 






 





 

    3.13
Attorneys Fees and
Costs. In the event any party to this Agreement shall be
required to initiate legal proceedings to enforce performance of
any term or condition of this Agreement, including, but not limited
to, the interpretation of any term or provision hereof, the payment
of moneys or the enjoining of any action prohibited hereunder, the
prevailing party shall be entitled to recover such sums in addition
to any other damages or compensation received, as will reimburse
the prevailing party for reasonable attorneys’ fees and court
costs incurred on account thereof (including, without limitation,
the costs of any appeal) notwithstanding the nature of the claim or
cause of action asserted by the prevailing party.

 

     IN
WITNESS WHEREOF, the Holder and HotApp have caused this
Agreement to be executed as of the day and year first above
written.

 

Singapore
eDevelopment, Ltd.

 

By: 
/s/ Fai H. Chan  
                 
                 
    


 

 

 

HotApp
International Inc.

 

By: /s/ Conn
Flanigan