GLOBAL SETTLEMENT AGREEMENT
This
Global Settlement Agreement (the "Agreement") is made
and entered into as of this 18 day of May 2009 by and between
Indigo-Energy, Inc., a Nevada corporation (the "Company") and Xxx Xxxxx, an
individual with an address at ______________________ (the “Creditor” and
together with the Company, the "Parties”.)
WHEREAS, on January 19,
2006, the Company executed a Promissory Note (the “Note”) in favor of the
Creditor for stock and cash which was subsequently modified in various
extensions and prior Settlement Agreements, and which outstanding balance now
remains $194,500;
WHEREAS, as of the date
of this Agreement, an aggregate of approximately $194,500 remains unpaid on the
Note (the “Outstanding Debt”); and
WHEREAS, the Parties have
agreed that it is in all of their interests to settle the Outstanding Debt
through the issuance of shares of the Company’s common stock to the
Debtor.
NOW THERFORE, the Parties
hereto agree as follows:
Section
1. Release,
Waiver and
Settlement. Effective upon the execution of this Agreement, and subject
to the provisions hereof, the Creditor hereby releases and waives his respective
rights and claims to the Outstanding Debt and further releases and waives all
rights, claims and interests that are, or may be available, to him under the
Note, or any agreement entered into by the Parties in relation thereto, other
than this Agreement. The Parties agree that after the execution of
this Agreement they shall have no obligations or rights against each other
except with respect to the issuance of the Shares referenced below.
Section
2. Consideration. As
consideration for the release, waiver and settlement by the Parties’ respective
rights and interests provided under the Note, the Company hereby agrees to issue
and deliver to the Creditor an aggregate of three million shares of the
Company’s Common Stock, to be issued in the name of Xxx Xxxxx (the
“Shares”).
Section
3. Successors. This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective administrators, representatives, executors, successors and
assigns, either by reason of death, incapacity, merger, consolidation, and/or
purchase or acquisition of substantially all of the Company's assets or
otherwise.
Section
4. Governing
Law, Each Party acknowledges that it has been represented by counsel
in connection with this Agreement, and has executed the same with knowledge of
its consequences. This Agreement is made and entered into under New York law and
shall be interpreted, enforced and governed under the laws of the laws of New
York without regard to its conflicts of laws principles.
Section
5. Paragraph
Headings. The paragraph headings used in this Agreement are intended
solely for convenience of reference and shall not in any manner amplify, limit,
modify or otherwise be used in the interpretation of any of the provisions
hereof.
Section
6. Severability. Should
any of the provisions of this Agreement be declared or be determined to be
illegal or invalid, the validity of the remaining parts, terms or provisions
shall not be affected thereby and said illegal or invalid part, term or
provision shall be deemed not to be a part of this Agreement.
Section
7. Entire
Agreement. This Agreement sets forth the entire agreement between
the Parties, and fully supersedes any and all prior agreements or understandings
between the Parties pertaining to the subject matter hereof, including but not
limited to the Note. All other contracts, agreements or
understandings between the Parties are hereby expressly declared to be null and
void.
Section
8. Counterparts. This
Agreement may be executed in counterparts. Each counterpart shall be deemed an
original, and when taken together with the other signed counterpart, shall
constitute one fully executed Agreement.
Section
9. Further
Assurances. From and after the date hereof, the parties hereto shall
take all actions, including the execution and delivery of all documents,
necessary to effectuate the terms hereof.
Section
10. Survival. All
obligations of the Parties as set forth herein shall survive the execution and
delivery hereof.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be entered into as of
the date first written above.
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CREDITOR:
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THE
COMPANY:
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| /s/ Xxx Xxxxx | /s/ Xxxxxxx X. Xxxxxx | ||
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Xxx
Xxxxx
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By:
Xxxxxxx X. Xxxxxx
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Date:
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Title:
CFO
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Date:
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