EXTENSION AGREEMENT OUTLINE
EXTENSION
AGREEMENT OUTLINE
Dear
Xx.
Xxxxxx,
On
various dates Indigo-Energy, Inc. (IDGG) entered into a series of Promissory
Notes (Notes) with you and Xxxx Xxxxxx Capital for various amounts.
We
are
presently in default on a number of those Notes and one of the Notes (Note
V)
has a Late Payment Penalty provision incurring monthly charges paid in stock.
Words cannot adequately express our appreciation for your patience awaiting
receipt of payment and continued confidence in our Company.
Although
we continue to develop opportunities on many fronts, we are facing another
quarter end reporting period and, although our hopes remain high to get you
paid, we cannot with any certainty project a date for such payment.
Our
SEC
reporting requirements as a fully reporting public company includes significant
additional time and expense accounting for certain provisions of your Note.
One
such provision is for a conversion option that we granted with the Note that
allowed you to convert the Principal and Interest at a 20% discount to market
into Company stock.
In
an
effort to bring order to our obligations and our account current with you,
we
are requesting an extension of all of the due dates until 12-31-2008 to give
the
Company breathing space to try to structure a payout plan for all the creditors
and Note holders. This requires your acknowledgement not
later than September 30, 2008
per the
attached Extension Agreement.
Under
the
terms of this Extension Agreement we will continue to accrue interest on your
Notes at the stated rate of each Note until paid, and intend to pay this full
amount including all late charges (except the Late Payment Provision in Note
V)
and interest at the first possible opportunity but cannot guaranty when, if
ever
this Note will be repaid.
As
a
combined “thank you” for your past patience, for granting IDGG an extension on
your Notes until December 31, 2008, and for cancelling your Conversion Option
contained in your Notes, and for waiving the Late Payment Provision contained
in
Note V, we are granting you 6,104,445 shares (EXTENSION SHARES) in consideration
of your Notes extension. This calculation is predicated upon paying you a bonus
of one share for each dollar invested for each 90 day period beyond your due
date through September 30, 2008. We then took that number and DOUBLED it for
granting an extension through December 31, 2008.
This
will
accomplish three things-
1- |
The
EXTENSION SHARES are yours to keep- even if we pay you prior to December
31, 2008; it is your payment for granting the
extension.
|
2- |
IDGG
will save a tremendous amount of resources and expense in auditing,
review, and accounting fees.
|
3- |
IDGG
gets to “cure” its default on its Notes to you, thereby improving its
filing declarations and Company’s status in the eyes of investors and
shareholders.
|
So,
to be
clear, by signing and returning the Extension Agreement below, you:
o |
Accept
the issuance of TOTAL SHARES in your name to be issued with the usual
144
restriction and mailed directly to you from the stock transfer agent
at
the address on the appropriate Agreement.
and:
|
§ |
You
waive the Conversion Option provision contained in your signed original
Notes.
|
§ |
You
hereby agree to extend the Payment Date of the Notes until December
31,
2008.
|
§ |
You
waive the Late Payment Provisions of Note
V.
|
§ |
You
agree to the accrual of all interest payments until
12-31-2008.
|
MUST
BE RECEIVED BY SEPTEMBER 30, 2008 OR OFFER IS
WITHDRAWN
PLEASE
FAX THIS SIGNED AGREEMENT TO:
000-000-0000
OR MAIL
TO:
000
X. Xxxxx Xxxxxx Xxxx
Suite
200
Henderson,
NV 89074
Upon
receipt, we will countersign this Settlement or Extension Agreement and return
a
copy to you via mail
PROMISSORY
NOTE EXTENSION- Xxxx Xxxxxx Capital
Initial
Notes:
Note
#
|
Date
|
Due
Date
|
Principal
|
Extension
Bonus (shares)
|
I
|
11-19-2007
|
5-20-2008
|
$300,000
|
1,020,000
|
II
|
1-21-2008
|
7-24-2008
|
$380,000
|
776,889
|
III
|
3-6-2008
|
9-10-2008
|
$500,000
|
1,022,222
|
IV
|
4-11-2008
|
10-11-2008
|
$120,000
|
458,667
|
V
|
4-24-2008
|
8-25-2008
|
$500,000
|
1,022,222
|
VI
|
6-11-2008
|
12-11-2008
|
$100,000
|
246,667
|
VII
|
7-11-2008
|
1-11-2009
|
$400,000
|
720,000
|
VIII
|
7-22-2008
|
1-22-2009
|
$500,000
|
777,778
|
IX
|
9-3-2008
|
3-3-2009
|
$100,000
|
60,000
|
X
|
10-1-2008
|
4-1-2009
|
$150,000
|
Extension
Terms
The
Maker
hereby agrees to extend the Due Date of the Initial Notes (described above)
to
December 31, 2008 (Extension Due Date) for an additional consideration
of:
1- |
Six
Million One Hundred Four Thousand Four Hundred Forty Five (6,104,445)
additional shares of 144 restricted common stock of the Borrowers,
said
stock to be issued within 30 days of signing of this Promissory Note
Extension.
|
2- |
Interest
to be extended to the revised Extension Due Date at
20%.
|
3- |
The
provisions of the Conversion Option feature of the Initial Note is
terminated.
|
4- |
The
Late Payment Penalty Provision of Note V is
waived.
|
5- |
The
interest due will be accrued until
12-31-2008.
|
6- |
Except
as set forth under these Extension Terms, all other terms of the Initial
Note shall remain unchanged and continue in full force and effect.
|
7- |
The
Investor has been given access to Indigo’s 10K for the year ended December
31, 2007 and the 10Q for the quarter ended June 30, 2008 and has had
the
opportunity to ask any questions that it desires of Indigo’s President and
Chief Financial Officer with regard to Indigo’s financial condition. The
Investor specifically acknowledges that no representations have been
made
to him regarding any potential funding for Indigo including, but not
limited to, the proposed funding agreements with IFC, and XX Xxxxx
that
have been disclosed in Indigo’s public
filings.
|
Accepted
by INVESTOR as individuals:
Xxxxxxx Xxxxxx, Principal, Xxxx Xxxxxx Capital LLC | Date |
Address- where to send the stock certificate (PLEASE print) |
City,
State, ZIP
Received
and Acknowledged Indigo-Energy,
Inc.:
|
Signed, Title | Date |