PLEASANT
KIDS, INC. 10-Q



 


Exhibit 10.21


 


AGREEMENT FOR CONVERSION OF


INDEBTEDNESS TO SERIES B VOTING PREFERRED
STOCK


OF


PLEASANT KIDS, INC.


A FLORIDA
CORPORATION


 


THIS AGREEMENT OF CONVERSION OF INDEBTEDNESS TO SERIES B PREFERRED
VOTING STOCK (“Agreement”) is made and entered into the 20th day of March, 2015, by and between Pleasant Kids, Inc.(the
“Company”), Robert Rico and Calvin Lewis (the “Holders”).


 


RECITALS


 


A. Pursuant to the provisions of that certain debt of
unpaid salary, the Company is indebted to the Holders in the principal amount of $20,000.00 (the “Indebtedness”).


 


B. The Company and the Holders, and
each of them, desire that the Holders convert the Indebtedness into 10,000,000 shares of the Company’s Series B Voting Preferred
Stock, on the terms and subject to the conditions specified in this Agreement.


 


NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS, AND UNDERTAKINGS SPECIFIED IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WHICH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES TO THIS AGREEMENT
HEREBY REPRESENT, WARRANT AND AGREE AS FOLLOWS:


 


1. Recitals. The above recitals are true and correct and, by this
reference, are made a part of this Agreement proper, as though specified completely and specifically at length in this Agreement
proper


 


2. Conversion of Indebtedness. The Indebtedness shall be, and hereby
is, converted to 10,000,000 shares of the Company’s Series B Voting Preferred Stock (the “Shares”).


 


3. Ownership of the Indebtedness. The Holders are the owners of
the Indebtedness and have not sold, assigned, transferred, conveyed, or otherwise disposed of the Indebtedness, or any portion
thereof.


 


4. Due Diligence By the Holders. The Holders have relied solely
upon such independent investigations and due diligence made by the Holders in making its decision to convert the Indebtedness to
the Shares as the Holders have determined to be necessary or appropriate.


 


5. No Determination By Agency. No agency or regulatory authority
has approved or made any finding or determination regarding the fairness of the conversion of the Indebtedness to the Shares.


 


6. Nature of Investment in the Shares. The Holders understand that
the conversion of the Indebtedness to the Shares is a speculative investment and involves certain risks.


 


7. Forward Looking Information Regarding the Company. The Holders
understand that the information provided to the Holders by the Company regarding the conversion of the Indebtedness to the Shares
specifies certain forward looking and anticipatory information that involves risks and uncertainties including information regarding
the Company’s business and expectations.  The Holders understand that such information, generally, is not based on historical
facts and, therefore, the Company’s actual results may differ materially from those specified or contemplated by that information.
 The Holders understand that the results of the Company’s operations, including, but not limited to, revenue and profits,
may differ materially from those specified in or contemplated by that information.  The Holders understand that in evaluating
that information, the Holders have considered various factors which may cause results to differ materially from any information
provided to the Holders by the Company in connection with the conversion of the Indebtedness to the Shares.  The Holders understand
that the forward looking, anticipatory information provided to the Holders by the Company in connection with the conversion of
the Indebtedness to the Shares is made in good faith and based upon the current judgment of the Company regarding its proposed
business.  The Holders understand that actual results from the operations of the Company will almost always vary, sometimes
materially, from any future performance suggested or contemplated by that information.


 




    	 



    	 



    

 


 


8. Knowledge and Experience of the Holders. The Holders have the
requisite knowledge and experience to evaluate the relative business and tax aspects and risks, or the Holders have relied upon
the advice of experience advisors with regard to the relative business and tax aspects and risks, and other considerations involved
in the conversion of the Indebtedness to the Shares.


 


9. Pre-existing Relationship Among the Holders and the Company.
The Holders have a pre-existing relationship with the Company, and that pre-existing relationship was developed and formed prior
to, and independent and not as a result of, the Holders’ decision to convert the Indebtedness to the Shares.  As a result
of that pre-existing relationship with the Company and because of the Holders’ business or financial experience, it is reasonable
for the Company to assume that the Holders have the capacity to protect the Holders’ interests in connection with the conversion
of the Indebtedness to the Shares.


 


10. No Registration of the Shares. The Holders understand that the
conversion of the Indebtedness to the Shares has not been registered with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the “Act”), because of that certain exemption from the registration
and prospectus delivery requirements of the Act specified by the provisions of Section 3(a)(9) of the Act.  The Holders understand
that the Holders have no right to require that the Shares be registered or qualified with any securities commission, regulator,
administrator, or similar authority of any jurisdiction.  The Holders are aware that the Company has no obligation to assist
the Holders in obtaining any exemption from any registration or qualification requirements imposed by applicable law or registering
or qualifying the Shares in any jurisdiction.  The Holders are aware that the Holders shall be responsible for compliance
with all conditions on transfer imposed by the Commission or any securities administrator or similar authority of any state of
province.


 


11. Responsibility Re: Tax Consequences. The Holders understand
that any tax consequences resulting from its conversion of the Indebtedness to the Shares will depend upon the Holders’ particular
circumstances, and the Company will not be responsible or liable for any tax consequences resulting from the conversion of the
Indebtedness to the Shares.


 


12. No Commission or Other Remuneration. No commission or other
remuneration has been paid or has agreed to be paid or given, directly, or indirectly, for soliciting the exchange and conversion
of the Indebtedness for the Shares.


 


13. Release of the Indebtedness. In consideration of the issuance
by the Company to the Holders of the Shares, the Holders hereby irrevocably, unconditionally, and forever releases, acquits, and
discharges the Company from any and all liability, debts, demands and rights relating to, and any cause of action that could have
been asserted in connection with, the Indebtedness.


 


14. Capacity to Execute Agreement. Each party to this Agreement
represents, warrants, and covenants that such party has the complete right and authority to enter into, execute, and deliver this
Agreement, and the person executing this Agreement on behalf of such party has the complete right and authority to commit and obligate
such party fully and completely as specified in this Agreement.


 


15. Lack of Duress. Each party to this Agreement represents, warrants,
and covenants that such party executes and delivers this Agreement of such party’s free will and with no threat, menace,
coercion or duress, whether economic of physical.  


 


Moreover, each party to this Agreement represents, warrants, and
covenants that such party executes this Agreement acting on such party’s judgment and advice of such party’s counsel,
without any representation, express or implied, of any kind from the other party to this Agreement, except as specified expressly
in this Agreement.


 


 




    	 



    	 



    

 


16. Survival of Covenants, Representations and Warranties. All covenants,
representations, and warranties made by the parties to this Agreement shall be deemed made for the purpose of inducing each such
party to enter into and execute and deliver this Agreement.  The representations, warranties, and covenants specified in this
Agreement shall survive any investigation by either such party, whether before or after the execution of this Agreement.  The
covenants, representations, and warranties of the parties to this Agreement are made only to and for the benefit of those parties
and shall not create or vest rights in other person.


 


17. Entire Agreement. This Agreement is the final written expression
and complete and exclusive specification of all the agreements, conditions, promises, representations, warranties, and covenants
among the parties to this Agreement with respect to the subject matter of this Agreement, and this Agreement supersedes all prior
or contemporaneous agreements, negotiations, representations, warranties, covenants, understandings and discussion by and among
those parties, their respective counsel, and any other person with respect to the subject matter specified in this Agreement.  This
Agreement may be amended only by an instrument in writing which specifically refers to this Agreement and indicates that such instrument
is intended to amend this Agreement and signed by each of the parties to this Agreement.


 


18. Captions and Interpretations. Captions of the sections of this
Agreement are for convenience and reference only, and the words specified therein shall in no way be held to explain, modify, amplify
or aid in the interpretation, construction, or meaning of the provisions of this Agreement.  The language in this Agreement,
in all events, shall be construed in accordance with the fair meaning of that language, as if prepared by both parties to this
Agreement and not strictly for or against either such party.  Each party to this Agreement has reviewed and read this Agreement
carefully.  The rule of construction which requires a court to resolve any ambiguities against the drafting party shall not
apply in interpreting the provisions of this Agreement.


 


19. Number and Gender.   Whenever the singular number is used
in this Agreement and, when required by the context, the same shall include the plural, and vice versa; the masculine gender shall
include the feminine and the neuter genders, and vice versa, and the word “person” shall include individual, company,
sole proprietorship, corporation, joint venture, association, joint stock company, fraternal order, cooperative, league, club,
society, organization, trust, estate, governmental agency, political subdivision or authority, firm, municipality, congregation,
partnership, or other form of entity, whether active or passive.


 


20. Severability.  In the event any portion of this Agreement,
for any reason, is determined to be invalid, such determination shall not affect the validity of any remaining portion of this
Agreement, which remaining portion shall remain in complete force and effect, as if this Agreement had been executed with that
invalid portion of this Agreement eliminated.  It is hereby declared the intention of the parties to this Agreement that those
parties would have executed the remaining portion of this Agreement without including any portion which, for any reason, hereafter
may be determined to be invalid.


 


21. Execution in Counterparts. This Agreement may be prepared in
multiple copies and forwarded (by facsimile or electronic transmission) to each of the parties to this Agreement (or their counsel)
for signature. The signatures of those parties may be affixed to one copy or to separate copies of this Agreement and when all
such copies are received (by facsimile or electronic transmission) and signed by both such parties, those copies shall constitute
one agreement which is not otherwise separable or divisible.


 


22. Expenses.  Each party to this Agreement shall pay such
party’s costs and expenses incurred by such party in connection with the preparation, execution and delivery of this Agreement
and the action contemplated by the provisions of this Agreement.


 


23. Further Assurances.  Each party, at any time and from time
to time, at any other party’s request, shall execute, acknowledge, and deliver any and all instruments and take any and all
action that may be necessary or proper to carry out, perform, and effectuate the intents and purposes of the provisions of this
Agreement.  In the event of refusal or failure to do so by any party, any other such party shall have the power and authority,
as attorney-in-fact for the party so refusing or failing, to execute, acknowledge, and deliver such instrument and take any and
all such action.


 


24. Consent to Agreement. By executing this Agreement, each party
represents that such party has read or caused to be read this Agreement in all particulars and consents to the rights, conditions,
obligations, duties, and responsibilities imposed upon such party by the provisions of this Agreement.  Each party represents,
warrants, and covenants that such party executes and delivers this Agreement of such party’s free will and with no threat,
undue influence, menace, coercion or duress, whether economic or physical.  Moreover, each party represents, warrants, and
covenants that such party executes this Agreement acting on such party’s independent judgment.


 




    	 



    	 



    

 


 


25. Choice of Law and Consent to Jurisdiction. This Agreement shall
be deemed to have been entered into in the State of Florida. All questions concerning the validity, interpretation, or performance
of any of the terms, conditions, and provisions of this Agreement or of any of the rights or obligations of the parties shall be
governed by, and resolved in accordance with, the laws of the State of Florida, without regard to conflicts of law principles.


 


IN WITNESS WHEREOF the parties to this Agreement have executed this
Agreement in duplicate and in multiple counterparts, each of which shall have the force and effect of an original, on the date
specified in the preamble of this Agreement.


 


	THE COMPANY: 	 	THE HOLDERS:
	 	 	 	 	 
	Pleasant Kids, Inc.	 	By:	/s/ Robert Rico
	A Florida Corporation	 	the Indebtedness Holder


 


	By:	/s/Robert Rico	 	By:	/s/ Calvin Lewis
	Its:	President and Director	 	the Indebtedness Holder
	 	 	 	 	 
	By:	/s/Calvin Lewis	 	 	 
	Its:	Executive Vice President