Third Addendum To Subscription Agreement Dated November 15, 2009 (the “Agreement”), the Addendum thereto dated February 12th 2010 (the “Addendum”), the Amended and Restated Promissory Note (the “Note”), and the Second Addendum (the “Second Addendum”)...
Third
Addendum
To
Subscription
Agreement Dated November 15, 2009 (the “Agreement”),
the
Addendum thereto dated February 12th 2010 (the “Addendum”),
the
Amended and Restated Promissory Note (the “Note”), and the
Second
Addendum (the “Second Addendum”) all attached hereto as
Exhibits.
This
Third Addendum is entered into on September 24, 2010 by and between Xxxx Xxxx
Petroleum Corporation (“GLRP”) and World-Link Partners, LLC (“World-Link”) all
jointly referred to herein as the (“Parties”).
WITNESSETH
:
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1.
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The
Parties to this Third Addendum do hereby agree to alter the terms and
conditions to the Agreement, the Addendum and the Note as to extending the
due date on the Note and all other obligations relating thereto until
March 31, 2011 (the “Payment
Date”).
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2.
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The
Parties to this Third Addendum do hereby agree and affirm that all other
terms and conditions of the Agreement, the Addendum and Note remain in
full force and effect and are altered only as to the Payment
Date.
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3.
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This
Third Addendum shall be governed and construed in accordance with the Laws
of the State of Delaware without regard to the conflicts of law rules
thereof.
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4.
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This
Third Addedum may be executed by facsimile and/or in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the
same.
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1
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5.
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This
Third Addendum and the Exhibits hereto constitue the entire
agreement.
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6.
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The
Parties agree that the representations, warranties, covenants and
agreements of the Agreement, Addendum, Second Addendum and the Note shall
survive the execution of this Third
Addendum.
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7.
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The
Parties acknowledge that they have had the opportiunity to consult with
counsel in connection with the transactions contemplated by this Third
Addendum. This Third Addendum has been entered into after full
investigation.
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IN
WITNESS WHEREOF, each of the parties hereto has caused this Second Addendum to
be signed on its behalf by its duly authorized officers, all as of the day and
year first above written.
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Xxxx
Rose Petroleum Corporation
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By:
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/s/
Xxxxxx Xxxxxx Xxxxxxx
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Xxxxxx
Xxxxxx Xxxxxxx,
President
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World
Link Partners, LLC
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By:
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/s/
W. Xxxxx Xxxxx
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W.
Xxxxx Xxxxx, Managing
Member
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2
Exhibit
One
Subscription
Agreement Dated November 15, 2009 (the “Agreement”)
3
Exhibit
Two
the
Addendum thereto dated February 12th 2010 (the “Addendum”)
4
Addendum
to
Subscription
Agreement Dated November 15, 2009 (the “Agreement”) Attached under Exhibit ‘A’
and Amended and Restated Promissory Note attached under Exhibit B.
This
Addendum is
entered into on the 12th day of February 2010 by and between Xxxx Rose
Petroleum Corporation (“GLRP”) and World-Link Partners, LLC (“World-Link”) (all
herein jointly referred to as the
“Parties”).
WITNESSETH:
The
Parties to this Addendum do hereby agree to alter the terms and conditions the
Agreement as follows:-
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1.
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The
First and Second Notes. The Parties herby agree that the First and
Second Notes entered into under the Agreement will be replaced by the Amended
and Restated Promissory Note attached under Exhibit
B.
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2.
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$12,500
Payment.
Upon execution of this Addendum and the Amended and Restated Promissory
Note by GLRP World-Link will immediately transfer the sum of $12,500.00 (twelve
thousand five hundred Dollars).
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3.
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Shares
and Warrants. GLRP agrees that immediately upon
execution of this Addendum, Amended and Restated Promissory Note and
receipt of $12,500.00
(twelve thousand five hundred Dollars), as detailed in Clause 2 of this Addendum, it
will immediately
issue all shares of common
stock and
warrants due to World-Link under the
Agreement.
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4.
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Validity
and Forbearance. The Parties agree that save as the changes made
under Clauses 1, 2
and 3 of this
Addendum all other terms and conditions of the Agreement remain in force
and effect.
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3.
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Governing
Law. This
Agreement shall be governed by and construed in accordance with the
Laws of the State of Delaware without regard to the conflicts of laws
rules thereof.
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4.
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Counterparts. This Agreement may be executed
by facsimile and/or in two
or more counterparts, each
of which shall be deemed an
original, but all of which together shall constitute one and the same
agreement.
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5.
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Headings.
The headings contained in this Agreement are solely for the purpose of
reference, are not part of the agreement of the parties and shall not
affect in any way the meaning or interpretation of this
Agreement.
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6.
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Entire
Agreement. This Agreement (and the Exhibits
hereto) and the other documents delivered pursuant hereto and referenced
herein constitute the entire agreement and understanding of the parties
hereto in respect of the subject matter contained herein or therein. There
are no agreements, representations, warranties or covenants other than
those expressly set forth herein or therein. This Agreement (and the
Exhibits hereto) supersede all prior agreements and understandings between
the parties with respect to such subject matter other than the unaffected
clauses of the Agreement.
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7.
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Assignment.
This Agreement shall not be assigned by operation of Law or
otherwise.
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8.
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Jurisdiction
and
Venue. The parties hereto agree that any suit, action or proceeding
arising out of or relating to this Agreement shall be instituted only in
the state or federal courts in Shreveport, Louisiana. Each party waives
any objection it may have now or hereafter to the laying of the venue of
any such suit, action or proceeding, and irrevocably submits to the
jurisdiction of any such court in any such suit, action or
proceeding.
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10.
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Representations
& Warranties. The representations, warranties, covenants and
agreements shall survive the
Closing.
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11.
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Expenses.
All costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby, shall be paid by the Party incurring
such expenses other than those described in Clause C.
above.
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12.
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Notification
of Certain Matters. Each Party shall give prompt notice to the
other Party(ies) of the occurrence or nonoccurrence of any event whose
occurrence or non-occurrence is reasonably expected to cause not to be
satisfied any of the conditions precedent set forth in this
Addendum;
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13.
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Construction.
This Agreement is to be deemed to have been prepared jointly by the
parties hereto after arms-length negotiations, and any uncertainty or
ambiguity existing herein shall not be interpreted against any party, but
according to the application of the rules of interpretation of
contracts.
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14.
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Opportunity
to Consult With Counsel. The parties acknowledge that they have had
the opportunity to consult with counsel in connection with the
transactions contemplated by this Agreement. This Agreement has been
entered into after full
investigation.
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IN WITNESS WHEREOF, each of
the parties hereto has caused this Agreement to be signed on its behalf by its
duly authorized officers, all as of the day and year first above
written.
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Xxxx
Xxxx Petroleum Corporation
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By:
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/s/
Xxxxxx Xxxxxx-Xxxxxxx
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Xxxxxx
Xxxxxx-Xxxxxxx
President
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World-Link
Partners, LLC
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By:
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/s/
C. Xxxxx Xxxxx
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C.
Xxxxx Xxxxx
Managing
Member
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EXHIBIT
A
Subscription
Agreement Executed November 15, 2009
EXHIBIT
B
Amended
and Restated Note Dated February 12, 2010
Exhibit
Three
the
Amended and Restated Promissory Note (the “Note”)
5
AMENDED
AND RESTATED PROMISSORY NOTE
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Amount:
$37,500.00
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Dated: February 12,
2010
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FOR VALUE
RECEIVED, the undersigned, World-Link Partners, LLC a limited liability company
organized in the State of Delaware having an office at 0000 Xxxxxxx Xxxxx, Xxx
Xxx Xxxxx, XX 00000 (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to
the order of Xxxx
Xxxx Petroleum Corporation, a company with an office at 0000 Xxxxxxxxxx
Xxxxxx, Xxxxxx Xxxxx 00000 (the “Lender”), the principal sum of THIRTY SEVEN
THOUSAND FIVE DOLLARS ($37,500.00), payable in lawful tender of the United
States, on Xxxxx 30, 2010.
The
Borrower further promises to pay interest on the outstanding principal amount of
this Promissory Note from the date hereof until repaid in full at a rate equal
at all times to eight percent (8%) per annum, compounded monthly. All
computations of interest shall be made on the basis of a year of 360 days for
the actual number of days occurring in the period for which such interest is
payable.
All
payments hereunder shall be made in lawful money of the United States of America
to the Lender, at Lenders’ address set forth above, or at such other place or to
such account as the Lender from time to time shall designate in a written notice
to the Borrower. Whenever any payment hereunder shall be stated to be due, or
whenever any other date specified hereunder would otherwise occur, on a day
other than a Business Day (as defined below), then such payment shall be made or
such other date shall occur, on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment
of interest hereunder. As used herein, “Business Day” means a day (i) other than
Saturday or Sunday, and (ii) on which commercial banks are otherwise open for
business in New York, New York.
Anything
herein to the contrary notwithstanding, if during any period for which interest
is computed hereunder, the amount of interest computed on the basis provided for
in this Promissory Note, together with all fees, charges and other payments
which arc treated as interest under applicable law, as provided for herein or in
any other document executed in connection herewith, would exceed the amount of
such interest computed on the basis of the Highest Lawful Rate, the Borrower
shall not be obligated to pay, and the Lender shall not be entitled to charge,
collect, receive, reserve or take, interest in excess of the Highest Lawful
Rate, and during any such period the interest payable hereunder shall be
computed on the basis of the Highest Lawful Rate. As used herein, “Highest
Lawful Rate” means the maximum non-usurious rate of interest, as in effect from
time to time, which may be charged, contracted for, reserved, received or
collected by the Lender in connection with this Promissory Note under applicable
law.
The
Borrower may prepay the outstanding amount hereof in whole or in part at any
time, without premium or penalty. Together with any such prepayment the Borrower
shall pay accrued interest on the amount prepaid.
The
Borrower represents and warrants to the Lender that this Promissory Note does
not contravene any contractual or judicial restriction binding on or affecting
the Borrower and that this Promissory Note is the legal, valid and binding
obligation of the Borrower enforceable against it in accordance with its terms,
except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditor’s rights or by general equitable principles. The occurrence of any of
the following shall constitute an “Event of Default” under this Promissory
Note:
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a.
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the
failure to make any payment of any amount payable under this Promissory
Note when due;
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b.
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the
breach of any other condition or obligation under this Promissory
Note;
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c.
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the
filing of a petition by or against the Borrower under any provision of the
Bankruptcy Reform Act, Title 11 of the United States Code, as amended or
recodified from time to time, or under any similar law relating to
bankruptcy, insolvency or other relief for debtors; or appointment of a
receiver, trustee, custodian or liquidator of or for all or any part of
the assets or property of the Borrower; or the insolvency of the Borrower;
or the making of a general assignment for the benefit of creditors by the
Borrower, or
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d.
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the
breach by Borrower or the managing Member of the Borrower of any
representation, warranty or covenant contained in the letter agreement
among Borrower and Lender, dated as of the date hereof (the “Letter
Agreement”).
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Upon the
occurrence of any Event of Default, the unpaid principal amount of this
Promissory Note, together with all interest accrued and unpaid hereon and all
other amounts payable hereunder shall automatically become immediately due and
payable, without presentment, demand, protest or notice of any land. Borrower
hereby waives presentment, demand for payment, protest, notice of dishonor, and
any and all other notices or demands in connection with the delivery,
acceptance, performance, default, or enforcement of this Promissory
Note.
This Note
is secured by collateral pursuant to a Security Agreement. An Event of Default
under this Note is an Event of Default under said Security Agreement. The
Borrower agrees to pay, on demand, all reasonable costs and expenses (including,
without limitation, reasonable attorneys’ fees and disbursements) which the
Lender incurs in connection with enforcement or attempted enforcement of this
Promissory Note, or the protection or preservation of the Lender’s rights under
this Promissory Note, whether by judicial proceedings
or otherwise.
Borrower
represents and warrants to Lender that:
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a.
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b.
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Borrower
has full power and authority to enter into this Promissory
Note and
to consummate the transaction contemplated hereby. This Promissory Note
shall be binding on the Borrower and its successors and assigns
and shall be binding upon and inure to the benefit of the Lender, any
future holder of this Promissory Note and their respective successors and
assigns.
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Borrower
may not assign or otherwise transfer any of its obligations under this
Promissory Note without the prior written consent of Lender. No provision of
this Promissory Note may be amended, waived or modified except by written
agreements of the Lender and Borrower.
If any
term or provision of this Promissory Note is held invalid, illegal or
unenforceable, the validity of all other terms and provisions hereof will in no
way be affected thereby. Lender shall not, by any act, delay, omission or
otherwise, be deemed to have waived any of its rights and/or remedies hereunder.
No change, amendment, modification, termination, waiver, or discharge, in whole
or in part, of any provision of this Promissory Note shall be effective unless
in writing and signed by Lender, and if so given by Lender, shall be effective
only in the specific instance in which given. Borrower acknowledges that this
Promissory Note and Borrower’s obligations under this Promissory Note are, and
shall at all times continue to be, absolute and unconditional in all respects,
and shall at all times be valid and enforceable irrespective of any other
agreements or circumstances of any nature whatsoever which might otherwise
constitute a defense to this Promissory Note and the obligations of Borrower
under this Promissory Note. Borrower absolutely, unconditionally and irrevocably
waives any and all right to assert any set-off, counterclaim or crossclaim of
any nature whatsoever with respect to this Promissory Note or Borrower’s
obligations hereunder.
This
Promissory Note shall be governed by and construed in accordance with the laws
of the State of New York.
BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE
COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT
AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE PLACING OF VENUE IN THE
COUNTY OF NEW YORK OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF
MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT
THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE
VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS PROMISSORY
NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BE LITIGATED
IN OR BY SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AGREES
NOT TO SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY
SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED
UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT.
BORROWER
AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED
MAIL TO ITS ADDRESS SET FORTH ABOVE OR SUCH OTHER ADDRESS THAT BORROWER SHALL
HAVE NOTIFIED LENDER IN WRITING OR ANY METHOD AUTHORIZED BY THE LAWS OF THE
STATE OF NEW YORK. EXCEPT AS PROHIBITED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS PROMISSORY
NOTE.
IN
WITNESS WHEREOF Borrower has duly executed this Note the day and year first
above written.
World-Link
Partners, LLC
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By:
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/s/
W. Xxxxx Xxxxx
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W.
Xxxxx Xxxxx
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Managing
Member
World-Link
Partners, LLC
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Addendum
to
Subscription
Agreement Dated November 15, 2009 (the “Agreement”) attached under
Exhibit ‘A’ and Amended and Restated Promissory Note attached under Exhibit
B.
This
Addendum is entered into on the 12th
day of February 2010 by and between Xxxx Xxxx Petroleum Corporation (“GLRP”) and
World-Link Partners, LLC (“World-Link”) (all herein jointly referred to as the
“Parties”).
WITNESSETH:
The
Parties to this Addendum do hereby agree to alter the terms and conditions the
Agreement as follows:-
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1.
|
The
First and Second Notes. The Parties herby agree that the First and
Second Notes entered into under the Agreement will be replaced by the
Amended and Restated Promissory Note attached under Exhibit
B.
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2.
|
$12,500
Payment. Upon execution of this Addendum and the Amended and
Restated Promissory Note by GLRP World-Link will immediately transfer the
sum of $12,500.00 (twelve thousand five hundred
Dollars).
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3.
|
Shares
and Warrants. GLRP agrees that immediately upon
execution of this Addendum, Amended and Restated Promissory Note and
receipt of $12,500.00 (twelve thousand five hundred Dollars), as detailed
in Clause 2 of this Addendum, it will immediately issue all shares of
common stock and warrants due to World-Link under the
Agreement.
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4.
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Validity
and Forbearance. The Parties agree that save as the changes made
under Clauses 1, 2 and 3 of this Addendum all other terms and conditions
of the Agreement remain in force and
effect.
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|
3.
|
Governing
Law. This Agreement shall be governed by and construed in
accordance with the Laws of the State of Delaware without regard to the
conflicts of laws rules
thereof.
|
|
4.
|
Counterparts.
This Agreement may be executed by facsimile and/or in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same
agreement.
|
|
5.
|
Headings.
The headings contained in this Agreement are solely for the purpose of
reference, are not part of the agreement of the parties and shall not
affect in any way the meaning or interpretation of this
Agreement.
|
|
6.
|
Entire
Agreement.
This Agreement (and the Exhibits hereto) and the other documents delivered
pursuant hereto and referenced herein constitute the entire agreement and
understanding of the parties hereto in respect of the subject matter
contained herein or therein. There are no agreements, representations,
warranties or covenants other than those expressly set forth herein or
therein. This Agreement (and the Exhibits hereto) supersede all prior
agreements and understandings between the parties with respect to such
subject matter other than the unaffected clauses of the
Agreement.
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7.
|
Assignment.
This Agreement shall not be assigned by operation of Law or
otherwise.
|
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8.
|
Jurisdiction
and
Venue.
The parties hereto agree that any suit, action or proceeding arising out
of or relating to this Agreement shall be instituted only in the state or
federal courts in Shreveport, Louisiana. Each party waives any objection
it may have now or hereafter to the laying of the venue of any such suit,
action or proceeding, and irrevocably submits to the jurisdiction of any
such court in any such suit, action or
proceeding.
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10.
|
Representations
&
Warranties.
The representations, warranties, covenants and agreements shall survive
the Closing.
|
|
11.
|
Expenses.
All costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby, shall be paid by the Party incurring
such expenses other than those described in Clause C.
above.
|
|
12.
|
Notification
of Certain Matters. Each Party shall give prompt notice to the
other Party(ies) of the occurrence or nonoccurrence of any event whose
occurrence or non-occurrence is reasonably expected to cause not to be
satisfied any of the conditions precedent set forth in this
Addendum;
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13.
|
Construction.
This Agreement is to be deemed to have been prepared jointly by the
parties hereto after arms-length negotiations, and any uncertainty or
ambiguity existing herein shall not be interpreted against any party, but
according to the application of the rules of interpretation of
contracts.
|
|
14.
|
Opportunity
to Consult With Counsel. The parties acknowledge that they have had
the opportunity to consult with counsel in connection with the
transactions contemplated by this Agreement. This Agreement has been
entered into after full
investigation.
|
IN WITNESS WHEREOF, each of
the parties hereto has caused this Agreement to be signed on its behalf by its
duly authorized officers, all as of the day and year first above
written.
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Xxxx
Xxxx Petroleum Corporation
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||
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By:
|
/s/
Xxxxxx Xxxxxx-Xxxxxxx
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|
Xxxxxx
Xxxxxx-Xxxxxxx
President
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||
|
World-Link
partners, LLC
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||
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By:
|
/s/
W. Xxxxx Xxxxx
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W.
Xxxxx Xxxxx
Managing
Member
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||
EXHIBIT
A
Subscription
Agreement Executed November 15, 2009
Exhibit
Four
Second
Addendum (the “Second Addendum”)
6
Second
Addendum
To
Subscription
Agreement Dated November 15, 2009 (the
“Agreement”), the
Addendum
thereto dated February 12th
2010 (the
“Addendum”) and the Amended
and
Restated Promissory Note (the “Note”), all attached hereto as
Exhibits.
This
Second Addendum is entered into on March 27th 2010 by and between Xxxx Rose
Petroleum Corporation (“GLRP”) and World-Link Partners, LLC (“World-Link”) (all
jointly referred to herein as the (“Parties”).
WITNESSETH:
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|
1.
|
The
Parties to this Second Addendum do hereby agree to alter
the terms and conditions to the Agreement, the Addendum and the Note as to
extending the due date on the Note and all other obligations relating
thereto until September 30, 2010 (the “Payment
Date”).
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|
2.
|
The
Parties to this Second Addendum do hereby agree and affirm that all other
terms and conditions of the Agreement, the Addendum and Note remain in
full force and effect and are altered only as to the Payment
Date.
|
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|
3.
|
This
Second Addendum shall be governed and construed in accordance with the
Laws of the State of Delaware without regard to the conflicts of law rules
thereof.
|
|
|
4.
|
This
Second Addedum may be executed by facsimile and/or in two or more
counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same.
|
|
|
5.
|
This
Second Addendum and the Exhibits hereto constitue the entire
agreement.
|
1
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6.
|
The
Parties agree that the representations, warranties, covenants and
agreements of the Agreement, Addendum and the Note shall survive the
execution of this Second Addendum.
|
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|
7.
|
The
Parties acknowledge that they have had the opportiunity to consult with
counsel in connection with the transactions contemplated by this Second
Addendum. This Second Addendum has been entered into after full
investigation.
|
IN
WITNESS WHEREOF, each of the parties hereto has caused this Second Addendum to
be signed on its behalf by its duly authorized officers, all as of the day and
year first above written.
|
Xxxx
Xxxx Petroleum Corporation
|
||
|
By:
|
/s/
Xxxxxx Xxxxxx Xxxxxxx
|
|
|
Xxxxxx
Xxxxxx Xxxxxxx,
President
|
||
|
World
Link Partners, LLC
|
||
|
By:
|
/s/
W. Xxxxx Xxxxx
|
|
|
W.
Xxxxx Xxxxx, Managing
Member
|
||
2
