Exhibit 10.1
AGREEMENT made as of this 29th day of July, 1998 by and
between TELLURIAN, INC. ("Tellurian") with an office at 300K, Xxxxx 00 Xxxxx,
Xxxxxx, Xxx Xxxxxx 00000 and XXXXXXX X. XXXXXX, ("Xxxxxx") with an office at
X.X. Xxx 0000, Xxxxxxxx, Xxxxx Xxxxxxxx 00000.
W I T N E S S E T H :
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WHEREAS, Tellurian owes Powers $713,754 inclusive of principal and
interest as of June 30, 1998; and
WHEREAS, Powers has indicated his willingness to convert all
of such indebtedness except $100,000 of principal into 345,000 shares of
Tellurian's Common Stock and to receive a $100,000 promissory note due the
earlier of December 31, 1998 or the completion of a public offering wherein
Tellurian grosses at least $3,000,000 of additional financing; and
WHEREAS, Tellurian's Board of Directors has approved the
aforementioned transaction.
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. Powers and Tellurian agree that Tellurian is indebted to
Powers in the amount of $713,754 inclusive of principal of $346,736 and accrued
and unpaid interest of $367,018 through June 30, 1998.
2. Powers agrees to accept a $100,000 promissory note in the
form annexed hereto as Exhibit A and 345,000 shares of Tellurian's Common Stock
in full payment of all prior indebtedness (inclusive of principal and accrued
and unpaid interest) owed by Tellurian to Powers. In the event that the note is
not paid in full by September 30, 1998, it will accrue interest at the rate of
12% per annum compounded quarterly and payable at its maturity.
3. This agreement shall become effective as of June 30, 1998
and the promissory note shall be dated as of June 30, 1998 for purposes of
computing any future accrued interest.
4. Tellurian shall deliver the Common Stock to Powers within
thirty days of the execution of this Agreement. The promissory note in the form
annexed hereto as Exhibit A shall be delivered to Powers contemporaneously with
the execution of this Agreement.
5. Powers agrees not to sell or otherwise transfer the 345,000
shares of Tellurian's Common Stock from the date hereof until the close of
business on July 31, 2000.
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6. The parties have not made any representations or warranties
with respect to the subject matter hereof not set forth herein. This Agreement,
together with any instruments executed simultaneously hereof, constitutes the
entire agreement between the parties with respect to the subject matter hereof.
All understandings and agreements heretofore had between the parties with
respect to the subject matter hereof are merged in this Agreement, which fully
and completely expresses their agreement.
7. This Agreement may not be changed, modified, extended,
terminated or discharged orally, but only by an agreement in writing, which is
signed by all of the parties to this Agreement.
8. The parties agree to execute any and all such other and
further instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Agreement and the intent and purposes
hereof.
9. All notices or other communications required or permitted
hereunder shall be in writing and shall be mailed by Registered or Certified
Mail, Return Receipt Requested, postage prepaid, as follows:
To Powers: To the Address listed at the beginning of
this Agreement.
To the Company: To the address listed at the beginning of
this Agreement
Copy to: Xxxxxx Xxxxx P.C.
000 Xxxxx Xxxx Xxxx., Xxxxx 000
Xxxxx Xxxx, XX 00000
or in each case to such other address as shall have last been furnished by like
notice. If mailing by Registered or Certified Mail is impossible due to an
absence of postal service, notice shall be in writing and personally delivered
to the aforesaid address. Each notice or communication shall be deemed to have
been given as of the date so mailed or delivered, as the case may be.
10. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of New Jersey, without giving
effect to the principles of conflicts of law.
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11. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their heirs, executors, administrators,
personal representatives and successor.
IN WITNESS WHEREOF, the undersigned has executed this Agreement this
29th day of July, 1998.
/S/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
TELLURIAN, INC.
By: /S/ Xxxxxx Xxxxxx
-----------------------
Xxxxxx Xxxxxx, President
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PROMISSORY NOTE
$100,000 June 30, 1998
For value received, the undersigned, Tellurian, Inc. ("Obligor"),
hereby promises to pay to the order of Xxxxxxx X. Xxxxxx ("Powers") with a
mailing address at X.X. Xxx 0000, Xxxxxxxx, Xxxxx Xxxxxxxx 00000, or at such
other place as may be designated from time to time in writing by Powers, the
principal sum of One Hundred Thousand ($100,000) dollars together with interest
in arrears, if any, from and including October 1, 1998 through the payment date
of the Note, on the unpaid principal balance hereunder, computed daily, at the
rate of twelve (12%) percent per annum compounded quarterly. Interest shall be
calculated on the basis of the actual number of days elapsed over a year of 360
days. All payments received by Powers hereunder shall be applied first to costs
of collection, if any, then to interest and the balance to principal. Principal
and interest shall be payable in lawful money of the United States of America.
Principal and accrued interest shall be due and payable at the earlier
of December 31, 1998, or upon the completion of a public or private financing of
at least $3,000,000 for the benefit of the Obligor.
This Promissory Note may be prepaid at any time, without premium or
penalty, in whole or in part. Any prepayment of principal shall be accompanied
by a payment of accrued interest in respect of the principal being prepaid.
If this Promissory Note is not paid in accordance with its terms,
Obligor shall pay to Powers, in addition to principal and accrued interest
thereon, all costs of collection of the principal and accrued interest,
including, but not limited to, reasonable attorneys' fees, court costs and other
costs for the enforcement of payment of this Promissory Note.
No waiver of any obligation of Obligor under this Promissory Note shall
be effective unless it is in writing signed by Powers. A waiver by Powers of any
right or remedy under this Promissory Note on any occasion shall not be a bar to
exercise of the same right or remedy on any subsequent occasion or of any other
right or remedy at any time.
Any notice required or permitted under this Promissory Note shall be in
writing and shall be deemed to have been given on the date of delivery, if
personally delivered to the party to whom notice is to be given, by certified
mail, return receipt requested, postage prepaid, and addressed to the addressee
at the address of the addressee set forth herein, or to the most recent address,
specified by written notice, given to the sender pursuant to this paragraph.
This Promissory Note is delivered in and shall be enforceable in
accordance with the laws of the State of New Jersey, and shall be construed in
accordance therewith, and shall have the effect of a sealed instrument.
Obligor hereby expressly waives presentment, demand, and protest,
notice of demand, dishonor and nonpayment of this Promissory Note, and all other
notices or
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demands of any kind in connection with the delivery, acceptance, performance,
default or enforcement hereof, and hereby consents to any delays, extensions of
time, renewals, waivers or modifications that may be granted or consented to by
the holder hereof with respect to the time of payment or any other provision
hereof.
In the event any one or more of the provisions of this Promissory Note
shall for any reason be held to be invalid, illegal or unenforceable, in whole
or in part or in any respect or in the event that any one or more of the
provisions of this Promissory Note operate or would prospectively operate to
invalidate this Promissory Note, then and in any such event, such provision(s)
only shall be deemed null and void and shall not affect any other provision of
this Promissory Note and the remaining provisions of this Promissory Note shall
remain operative and in full force and effect and in no way shall be affected,
prejudiced, or disturbed thereby.
OBLIGOR: TELLURIAN, INC.
(Corporate Seal)
By:___________________________
/s/ Xxxxxx Xxxxxx, President
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