EXHIBIT 10.2
AGREEMENT
This Agreement ("Agreement") is made as of the 15th day of December, 2005, by
and between Global Resource Corporation, a Nevada corporation (the "Debtor") and
Transnix Global Corporation, a Nevada corporation (the "Secured Party").
RECITALS
A. Secured Party is the holder of certain 8% convertible debentures (the
"Debentures") issued by the Debtor in the principal amount of $137,900.00, with
accrued interest to date of approximately $11,732.00
B. The obligations under the Debentures are secured by a 50% membership interest
(the "Membership Interest") in Well Renewal, LLC, a Nevada limited liability
company ("Well Renewal"), which were pledged to the Secured Party (the
"Collateral") under the terms of that certain Pledge Agreement dated as of
November 18, 2005 by and among the Debtor and the Secured Party (the "Pledge
Agreement").
C. Debtor has failed to make any of the payments under the Debentures resulting
in an Event of Default under the Debentures and the Pledge Agreement, thereby
giving Secured Party rise to all rights and remedies as a secured party with
respect to the Collateral under the Uniform Commercial Code.
D. The Secured Party desires to accept the Collateral in partial satisfaction of
all amounts due under the Debentures.
AGREEMENT
It is agreed as follows:
1. ACCEPTANCE OF COLLATERAL. In reliance upon the representations and warranties
of the Debtor and Secured Party contained herein and subject to the terms and
conditions set forth herein, at Closing: (i) Secured Party shall accept the
Collateral in satisfaction of $35,555 of principal and interest obligations
secured under the Debentures; and (ii) Debtor has no objections to Secured Party
accepting the Collateral in satisfaction of $35,555 of principal and interest
obligations under the Debentures and agrees to waive any and all notice periods
under the applicable Uniform Commercial Code and further agrees that it will not
seek to redeem the Collateral prior to Closing.
2. CLOSING.
2.1 Date and Time. Subject to all of the terms and conditions set forth in this
Agreement being satisfied, the closing of the transfer of the Collateral
contemplated by this Agreement (the "Closing") shall take place at the offices
of the Secured Party's counsel or at such other place as the Debtor and the
Secured Party shall agree in writing concurrently with the execution of this
Agreement (the "Closing Date").
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2.2 Deliveries by Secured Party. The Secured Party shall deliver to the Debtor a
written acknowledgement that the Debtor has satisfied $35,555 of principal and
interest obligations under the original Debentures and that the principal and
interest due and owing under the Debentures are reduced by that amount.
2.3 Deliveries by Debtor. The Debtor shall deliver to the Secured Party
certificates representing the Membership Interest which are either duly endorsed
or accompanied by duly endorsed assignments separate from certificate, or, in
the event such certificates do not exist, an executed amendment to the operating
agreement of Well Renewal evidencing the assignment of the Membership Interest
to the Secured Party.
3. COVENANTS. Each party hereto will, before, at, and after the Closing, execute
and deliver such instruments and take such other actions as the other party or
parties, as the case may be, may reasonably require in order to carry out the
intent of this Agreement. Without limiting the generality of the foregoing, at
any time after the Closing, at the request of Well Renewal or the Secured Party,
and without further consideration, the Debtor will execute and deliver such
instruments of sale, transfer, conveyance, assignment and confirmation and take
such action as Well Renewal or the Secured Party may reasonably deem necessary
or desirable in order to more effectively transfer, convey and assign to the
Secured Party, and to confirm the Secured Party's title to, the Membership
Interest.
4. MISCELLANEOUS.
4.1 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the county of
San Diego, State of California, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
herein and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.
4.2 Successors and Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties hereto.
4.3 Entire Agreement. This Agreement and the other documents delivered pursuant
hereto and thereto, constitute the full and entire understanding and agreement
among the parties with regard to the subjects hereof and no party shall be
liable or bound to any other party in any manner by any representations,
warranties, covenants, or agreements except as specifically set forth herein or
therein. Nothing in this Agreement, express or implied, is intended to confer
upon any party, other than the parties hereto and their respective successors
and assigns, any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided herein.
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4.4 Severability. In case any provision of this Agreement shall be invalid,
illegal, or unenforceable, it shall to the extent practicable, be modified so as
to make it valid, legal and enforceable and to retain as nearly as practicable
the intent of the parties, and the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
4.5 Amendment and Waiver. Except as otherwise provided herein, any term of this
Agreement may be amended, and the observance of any term of this Agreement may
be waived (either generally or in a particular instance, either retroactively or
prospectively, and either for a specified period of time or indefinitely), with
the written consent of the Debtor and the Secured Party. Any amendment or waiver
effected in accordance with this Section shall be binding upon each future
holder of any security purchased under this Agreement (including securities into
which such securities have been converted) and the Debtor.
4.6 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be effective when delivered personally,
or sent by telex or telecopier (with receipt confirmed), provided that a copy is
mailed by registered mail, return receipt requested, or when received by the
addressee, if sent by Express Mail, Federal Express or other express delivery
service (receipt requested) in each case to the appropriate address set forth
below:
If to the Secured Party: Transnix Global Corporation
00000 Xxx Xxxxx Xxxxxxxx
Xxx Xxxxx, XX 00000
If to the Debtor: Global Resource Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Titles and Subtitles. The titles of the paragraphs and subparagraphs of this
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
DEBTOR: Global Resource Corporation
/s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------
By: Xxxxxxx X. Xxxxxxxxxxx
Title: President
SECURED PARTY: Transnix Global Corporation
/s/ Xxxxx Xxxxxx
----------------------------
By: Xxxxx Xxxxxx
Title: President
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