THIS REVISED SETTLEMENT AGREEMENT made as of December 31, 2009. Between: HODGKINSON EQUITIES CORPORATION, a corporation duly incorporated under the laws of the Province of British Columbia (herein called "HEC ")
THIS REVISED SETTLEMENT
AGREEMENT made as of December 31, 2009.
Between:
XXXXXXXXXX
EQUITIES CORPORATION, a corporation duly incorporated under the laws of
the Province of British Columbia
(herein
called "HEC ")
-and-
DEJOUR
ENTERPRISES LTD. a corporation duly
incorporated under the laws of British Columbia
(herein
called (‘Dejour”)
WHEREAS HEC and Dejour entered
into an Amending Agreement dated September 30, 2009 (the “Amending Agreement”)
whereby Dejour issued HEC a 14 month Demand Promissory Note (the “Note”) in the
amount of $1,350,000, at an interest rate of 12% per annum with a due date of
November 1, 2010;
WHEREAS Dejour and HEC desire
to extend the due date for the Note from November 1, 2010 to January 1,
2011.
WHEREAS Dejour is required to
pay a 3% fee on any outstanding balance on the Note as at December 31, 2009,
pursuant to the Amending Agreement;
WHEREAS HEC and Dejour Energy
(Alberta) Ltd. (“DEAL”) entered into a Purchase and Sale Agreement (“P&S
Agreement”) dated December 31, 2009 whereby HEC purchased a 5% working interest
in DEAL’s Drake / Woodrush property for purchase price of $900,000.00, effective
June 1, 2009 and the total balance due on the purchase after taxes and
adjustments is $911,722.64, as stated in the attached interim statement of
adjustments;
WHEREAS Dejour now wishes to
reduce the Note as a result of the purchase by HEC of the 5% interest in DEAL’S
Drake/Woodrush property and pay HEC the 3% fee.
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and for other good and
valuable consideration and the payment of ten dollars ($10.00) by each party to
the other, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby covenant and agree each with the other as
follows:
TERMS
OF SETTLEMENT AGREEMENT
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1.
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As
payment for purchasing 5% Working Interest in Drake / Woodrush from DEAL
under the P&S Agreement, Dejour shall reduce the Note balance by the
balance due by HEC pursuant to the P&S Agreement on
the purchase after taxes and adjustments of $911,722.64. The inter-company
loan balance due from DEAL to Dejour is reduced by $911,722.64
accordingly.
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2.
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HEC
shall repay Dejour the interest of $50,350.68 that Dejour paid HEC on the
$900,000 portion of promissory note since June 1, 2009. This interest is
settled by reducing the Note balance by $50,350.68 because HEC’s purchase
of DEAL’s 5% interest in Drake/Woodrush was made effective June 1,
2009.
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3.
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As
a result of the changes in item 1. and 2. above, the outstanding
promissory note balance is $387,926.68 as at Dec 31, 2009. In accordance
with the Amending Agreement dated September 30, 2009, Dejour will pay a 3%
fee on Dec 31, 2009 outstanding balance for a fee of
$11,637.80.
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4.
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The
Note due date of November 1, 2010 is extended to January 1,
2011.
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NOTICE
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5.
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(a)
Any notice or any other communication which is hereunder required must be
in writing and transmitted by fax or hand
delivered:
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to HEC:
Xxxxxxxxxx Equities
Corporation
0000 Xxxxx Xx.
Xxxxxxxxx XX X0X 0X0
to Dejour:
000-000 Xxxxxx Xxxxx
Xxxxxxxxx XX X0X 0X0
or, with
respect to each party, to any other address or fax number that may be designated
by a party by a written notice given to the other party.
(b) the
notices or communications provided for in subparagraph 5(a) above shall be
presumed to have been received the day they are sent, if delivered by hand or if
transmitted by fax during normal business hours; failing this, the fax
transmission shall be deemed to have been received the next business day in the
jurisdiction of the recipient.
GENERAL
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6.
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The
headings of the paragraphs of this Agreement are inserted for convenience
of reference only and shall not affect the meaning or construction
hereof.
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7.
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Words
referring to one gender shall include reference to any other
gender.
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8.
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The
parties to this Agreement undertake toward each other to make, do or
execute, at any time, any deed, thing or document necessary or useful to
give full effect to this Agreement.
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9.
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No
modification or amendments to this Agreement shall be valid and binding
unless set forth in writing and duly executed by all parties hereto and no
waiver of any breach of any term or provision of this Agreement shall be
effective or binding unless made in writing and signed by the party
purporting to give same and, unless otherwise provided, shall be limited
to the specific breach waived.
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10.
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Time
is of the essence in this
Agreement.
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11.
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This
Agreement shall be construed in accordance with the laws of the Province
of British Columbia.
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12.
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This
Agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective successors and permitted
assigns.
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13.
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This
Agreement may be executed by the parties hereto at different times and in
different places without the parties hereto being in each other’s
presence.
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IN WITNESS WHEREOF the parties
hereto have executed this Agreement in duplicate on the date first above
written.
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SIGNED,
SEALED and DELIVERED
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in
the presence of
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XXXXXXXXXX
EQUITY CORPORATION
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Per:
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Per:
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Acknowledged
and Agreed:
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DEJOUR
ENERGY (ALBERTA) LTD.
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Per:
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