Contract
This Agreement is by and
between Xxxx Xxxxxx Capital, Inc. (“CMC”), Indigo-Energy,
Inc. (“Indigo”) and Xxxxxxx Savage, as Escrow Agent
(“GS”)
WHEREAS, CMC is the owner of an
aggregate of 348,127,288 shares of common stock of Indigo-Energy,
Inc. (“Indigo”), options (the “CMC Options”) to purchase 5,250,000 shares of
common stock and warrants (the “CMC Warrants”) to purchase 37,950,000 shares of
common stock;
WHEREAS, Indigo is indebted to CMC in
the total amount of $7,209,508.49 plus interest
represented by 17 promissory notes of various amounts and dates (the “CMC
Notes”). A schedule of Indigo’s obligations to CMC are attached
as Exhibit A to this Agreement. It is also noted herein that CMC has forgiven an
additional one million dollars of Indigo debt in exchange for the shares, prior
to this agreement.
WHEREAS, Elite Dom Establishment
(“Elite”) is procuring certain financing (the “Financing”) for Indigo and as
part of such arrangement has requested that the CMC shares be held by GS as
collateral until the loan arranged by Indigo is repaid by Indigo;
and
WHEREAS, as part of the Financing,
Elite has requested as a condition that Indigo settle all obligations with
CMC.
NOW, THEREFORE, in consideration of the
foregoing and of the mutual terms and covenants hereinafter expressed, the
parties agree as follows:
1. Upon
the execution of this Agreement, CMC will deliver 270,127,288 Shares of Indigo
common stock owned by it (the “CMC Shares”) thereby retaining 77,000,000
shares. In addition to the 270,127,288 shares, all of the CMC
Options, all of the CMC Warrants and the CMC Notes will be provided to GS to
hold as Escrow Agent, along with stock powers executed in blank (the CMC Shares,
the CMC Options and the CMC Warrants shall be collectively referred to as the
“CMC Securities”).
2. CMC will receive
$2,500,000 no later than August 15, 2009 which shall be deducted from the total
amount owed pursuant to the CMC Notes.
3. No later than November
15, 2009, CMC will receive an additional $7,500,000 which will be deemed to
satisfy the CMC Notes in full. Elite will provide this funding to
Indigo for this purpose.
4. Upon payment of the
$7,500,000 referred to in the section immediately above, the CMC Notes, the CMC
Shares (minus the 77,000,000 retained by CMC as part of this agreement), the CMC
Warrants and the CMC Options shall be cancelled. Until such
payment is made, CMC will retain all of its ownership rights with respect to the
CMC shares, warrants and options, except that it may not transfer any of such
shares while they are held in escrow.
5. In the event that CMC
does not receive the balance of $7,500,000 on or before November 1 15, 2009, Indigo
will cancel $2,500,000 of the oldest of the CMC Notes and the remainder of the
Notes shall remain in full force and effect. In such event, the
Escrow Agent will return the CMC shares, the CMC Warrants and the CMC Options
that it is holding in escrow to CMC. In the event that CMC does not
receive the $2,500,000 by August 16, 2009, this Agreement shall be of no further
force and effect except as set forth in this Section 5.
6. As a condition to this
Agreement, CMC agrees to cure its default under the third tranche of the Global
Financing Agreement, as represented in Xxxx Xxxxxx’x promissory note (XXVIII) in
the amount of $333,290.96 by making such payment by July 31, 2009.
7. CMC shall be entitled to
10% of Indigo’s net working interest in the four xxxxx already drilled in
the Xxxxxx field which is presently 75%.
8. 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 Indigo’s assets or otherwise.
9. CMC acknowledges that they have been
represented by counsel in connection with this Agreement, and have executed the
same with knowledge of its consequences. This Letter Agreement is
made and entered into under New York law and shall be interpreted, enforced and
governed under the laws of the State of New York without regard to its conflicts
of laws principles.
10. This Agreement sets forth the
entire agreement between the Parties and fully supersedes any and all prior
agreements or understandings between the parties.
11. 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.
If the foregoing terms and conditions
of this binding Agreement are acceptable to the parties, please so indicate by
signing in the indicated place.
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Xxxx
Xxxxxx Capital Inc.
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By:
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/s/ Xxxxxxx
Xxxxxx
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By:
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/s/ Xxxxxx
Xxxxxx
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Xxxxxxx
Xxxxxx
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Xxxxxx
Xxxxxx, President
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Solely
for purposes of Section 5 of this Agreement
Xxxxxxx Savage LLP
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By:
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Xxxxxx
Xxxxxx,
Partner
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Exhibit
A
CMC
IDGG Obligations Ledger 07/28/2009
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Funding
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Due
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#24528
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Date
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Date
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Name
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Amount
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11/30/2008
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11/30/2013
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Xxxx
Xxxxxx Capital - GFA RSPN (D)
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$ | 2,861,217.53 | ||||
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12/16/2008
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12/16/2010
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Xxxx
Xxxxxx Capital, LLC XVI (D)
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$ | 1,080,000.00 | ||||
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12/23/2008
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12/31/2013
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Xxxx
Xxxxxx Capital, LLC XV (D)
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$ | 200,000.00 | ||||
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12/30/2008
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12/30/2013
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Xxxx
Xxxxxx Capital, LLC XIII (D)
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$ | 500,000.00 | ||||
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12/30/2008
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12/30/2013
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Xxxx
Xxxxxx Capital, LLC XIV (D)
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$ | 400,000.00 | ||||
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1/10/2009
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1/29/2014
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Xxxx
Xxxxxx Capital, LLC XVII (D)
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$ | 330,000.00 | ||||
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2/6/2009
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2/6/2014
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Xxxx
Xxxxxx Capital, LLC XVIII (D)
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$ | 250,000.00 | ||||
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2/20/2009
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2/20/2009
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Xxxx
Xxxxxx Capital, LLC XX (D)
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$ | 500,000.00 | ||||
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2/25/2009
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2/25/2014
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Xxxx
Xxxxxx Capital, LLC XIX (D)
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$ | 50,000.00 | ||||
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3/10/2009
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3/10/2011
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Xxxx
Xxxxxx Capital, LLC XXI (D)
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$ | 225,000.00 | ||||
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3/19/2009
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3/19/2011
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Xxxx
Xxxxxx Capital, LLC XXII (D)
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$ | 200,000.00 | ||||
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4/30/2009
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4/30/2011
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Xxxx
Xxxxxx Capital, LLC XXIII (D)
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$ | 100,000.00 | ||||
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5/6/2009
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5/6/2014
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Xxxx
Xxxxxx Capital, LLC XXIV (D)
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$ | 50,000.00 | ||||
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6/5/2009
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6/5/2011
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Xxxx
Xxxxxx Capital, LLC XXV (D)
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$ | 75,000.00 | ||||
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6/30/2009
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6/30/2011
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Xxxx
Xxxxxx Capital, LLC XXVI (D)
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$ | 40,000.00 | ||||
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7/16/2009
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7/16/2011
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Xxxx
Xxxxxx Capital, LLC XXVII (D)
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$ | 15,000.00 | ||||
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7/28/2009
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7/28/2011
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Xxxx
Xxxxxx Capital, LLC XXVIII (D)
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$ | 333,290.96 | ||||
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Total
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$ | 7,209,508.49 | ||||||
Note:
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(D)
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Xxxxxxx Xxxxxx of Xxxx Xxxxxx
Capital, LLC
became a board member on
1/30/08
and hence a related
party.
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