ex10-1.htm


    
      


      

    

    Exhibit
10.01

    
       

      EXCHANGE
AGREEMENT

       

       

      This
EXCHANGE AGREEMENT made and entered effective as of August 11, 2009, by and
between CLICKER Inc., a Nevada corporation (the “Company”) and Lotus Funding
Group, LLC, a Texas Limited Liability Company (“Lotus”).

       

       

      WITNESSETH:

       

      WHEREAS,
Lotus has purchased debt evidenced by a certain promissory note in a principal
amount of $100,000 (the “Debt”);

       

      WHEREAS,
the Company has requested that Lotus agree to restructure (the “Restructuring”)
the Debt into a Convertible Note (the “New Debt”) with such New Debt convertible
into the Company’s shares of common stock at a fifty percent (50%) discount to
market, thereby eliminating the Debt;

       

      WHEREAS,
Lotus has agreed to the Restructuring and the New
Debt;

       

      WHEREAS,
the board of directors of the Company deems it advisable and in the best
interests of the Company to consummate the transactions contemplated by this
Agreement upon the terms and conditions set forth
herein;

       

      NOW,
THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein and in reliance upon the undertakings,
representations, warranties and indemnities contained herein, the Company and
Lotus hereby agree as follows:

       

      ARTICLE
1

      EXCHANGE
OF SHARES; CLOSING

       

      Section
1.1    Restructuring.  Subject
to the terms and conditions herein stated, Lotus agrees at the Closing that the
Debt shall be restructured and, as so restructured, to exchange the Debt for the
New Debt pursuant to the Convertible Note dated as of the date hereof (the
“Convertible Note”).

       

      Section
1.2    Closing.  The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place simultaneously with the execution and delivery of this Agreement and
the Convertible Note.

       

      Section
1.3    Deliveries
at Closing.  At the closing, Lotus and the Company shall
exchange executed copies of this Agreement and the Convertible
Note.

       


      
        
           


        

        
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      ARTICLE
2

      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

       

      The
Company represents and warrants to Lotus as of the date hereof as
follows:

       

      Section
2.1    Organization.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the state of Nevada and has all requisite corporate power and
authority to own its properties and carry on its business as now being
conducted.

       

      Section
2.2    Authority;
Enforceability.  The Company has the requisite corporate power
and authority to execute and deliver this Agreement and to carry out its
obligations hereunder.  The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of the
Company and no other corporate proceedings on the part of the Company are
necessary to authorize this Agreement or to consummate the transactions so
contemplated.  This Agreement has been duly executed and delivered by
the Company and constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as (a)
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
transfer, moratorium or similar laws from time to time in effect affecting
creditors’ rights generally and (b) the availability of equitable remedies may
be limited by equitable principles of general applicability.

       

      Section
2.3    Third
Party Consents.  No consent, authorization, order or approval
of, or filing or registration with, any governmental authority or other person
is required for the execution and delivery of this Agreement or the consummation
by the Company of any of the transactions contemplated hereby.

       

      Section
2.4    No
Other Representations or Warranties.  Except as set forth above
in this Section 2, no other representations or warranties, express or implied,
are made in this Agreement by the Company to Lotus.

       

      ARTICLE
3

      MISCELLANEOUS

       

      Section
3.1    Survival
of Representations, Warranties and Agreements. The representations,
warranties, covenants and agreements in this Agreement or in any instrument
delivered pursuant to this Agreement shall survive the Closing and shall not be
limited or affected by any investigation by or on behalf of any party
hereto.

       

      Section
3.2.   Further
Assurances.  Each of the Company and Lotus will use its, as the
case may be, best reasonable efforts to take all action and to do all things
necessary, proper or advisable on order to consummate and make effective the
transactions contemplated by this Agreement.


      
        
           


        

        
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      Section
3.3    Entire
Agreement; No Third Party Beneficiaries.  This Agreement
(including the documents, exhibits and instruments referred to herein) (a)
constitutes the entire agreement and supersedes all prior agreements, and
understandings and communications, both written and oral, among the parties with
respect to the subject matter hereof, and (b) is not intended to confer upon any
person other than the parties hereto any rights or remedies
hereunder.

       

      Section
3.4    Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York without regard to any
applicable principles of conflicts of law.

       

      Section
3.5    Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall constitute one and the
same document.

       

      Section
3.6    Amendment
and Modification.  This Agreement may not be amended or
modified except by an instrument in writing signed by each of the parties
hereto.

       

      Section
3.7    No
Joint Venture.  Nothing contained herein shall make Lotus or
the Company, partners or joint venturers or create any relationship or
obligation between any of them except as expressly set forth
herein.

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
themselves or by their respective duly authorized officers as of August 11,
2009.

       

       

      
        
          
            
              
                
                  
                    
                      	 	 	 	CLICKER INC.	 
	 	 	 	 	 
	
                               

                            	 	 	
                              /s/ ALBERT
      AIMERS

                            	 
	
                               

                            	 	 	
                              

                                Name:
      Albert Aimers

                                Title:
      Chief Executive Officer

                              

                            	 


                    

                  

                

              

            

          

        

        
          
            
              
                
                  
                    
                      	 	 	 	 	 
	 	 	 	 	 
	 	 	 	LOTUS FUNDING GROUP, LLC	 
	 	 	 	 	 
	
                               

                            	 	 	
                              /s/ LANCE
      HUDES

                            	 
	
                               

                            	 	 	
                              

                                Name:
      Lance Hudes

                                Title:
      Managing Member

                              

                            	 


                    

                     

                  

                

              

            

          

        

      

      
        
           

        

        
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