Agreement and Mutual Release of Chadbourn Securities, Inc. and United Heritage Corporation
Agreement
and Mutual Release of Chadbourn Securities, Inc.
and
United Heritage Corporation
Recitals
Chadbourn
Securities, Inc. and United Heritage Corp. entered into an agreement relating
to
the placement of securities, other financing, and other services dated on
or
about January 16, 2008, (hereinafter “Placement Agreement”).
Chadbourn
Securities, Inc. and United Heritage Corp. mutually no longer desire to continue
their business relationship.
Chadbourn
Securities, Inc. has not raised any capital or other financings for United
Heritage Corporation under the terms of Placement Agreement referenced
above.
United
Heritage Corporation has not raised any capital or other new financing since
January 16, 2006, through the date of this Agreement.
This
Agreement is dated as of May 19, 2008.
Warranties
The
execution of or performance under this Agreement will not (a) violate or
conflict with the certificate of incorporation or bylaws or the comparable
organizational documents of any party, law, or order of a court or
administrative agency, (b) violate, conflict with or result in a breach or
termination of, or otherwise give any person additional rights or compensation
under, or the right to terminate or accelerate, or constitute (with notice
or
lapse of time, or both) a default under the terms of any contract to which
any
Party to this Agreement may be a Party.
Each
Party to this Agreement is a corporation duly organized and validly existing
under the laws of the jurisdiction of its incorporation, or a trust or other
non-corporate entity duly organized and validly existing under the laws of
the
jurisdiction of its organization.
No
Consents are required to be made or obtained by the Parties to this Agreement
to
conclude the transactions contemplated by these agreements.
No
non-party to this Agreement has acted directly or indirectly as a broker,
finder
or financial advisor for any Party in connection with the negotiations relating
to the transactions contemplated by this Agreement, and no person is entitled
to
any fee or commission or like payment in respect thereof based in any way
on any
agreement, arrangement or understanding made by or on behalf of any Party,
except as stated herein.
Chadbourn
Securities, Inc. represents and warrants that:
| (a) |
it
has full power and authority to enter into and perform this Agreement
in
accordance with its terms;
|
| (b) |
it
is an “accredited investor” within the meaning of Rule 501 of the
Securities Act and has sufficient knowledge and experience in investing
in
companies similar to the Company in terms of the Company’s stage of
development so as to be able to evaluate the risks and merits of
its
investment in the Company and it is able financially to bear the
risks
thereof;
|
| (c) |
it
has made an investigation of United Heritage Corporation and its
business
as it deemed necessary and has had an opportunity to discuss and
review
the United Heritage Corporation’s business, management and financial
affairs with the United Heritage Corporation’s management as it deemed
necessary;
|
|
Agreement
and Mutual Release
|
Page 2
of 6
|
|
Chadbourn
Securities, Inc. and United Heritage Corporation
|
| (d) |
the
Common Shares being purchased by it are being or will be acquired
for its
own account for the purpose of investment and not with a view to
or for
sale in connection with any distribution thereof;
and
|
| (e) |
it
understands that:
|
(i) the
Common Shares have not been registered under the Securities Act by reason
of
their issuance in a transaction exempt from the registration requirements
of the
Securities Act pursuant and the regulations promulgated thereunder;
(ii) the
Common Shares must be held indefinitely unless a subsequent disposition thereof
is registered under the Securities Act or is exempt from such registration;
(iii) the
Common Shares will bear legends to such effect; and
(iv) the
Company will make a notation on its transfer books to such effect.
If
Xxxx
Xxxx Petroleum Corporation files a registration statement with the U.S.
Securities and Exchange Commission, it shall provide a minimum 10 days notice
via electronic notification or First Class U.S. Mail to Chadbourn Securities,
Inc. of said registration statement and include Chadbourn Securities, Inc.’s
shares acquired under this Agreement in said Registration Statement at Chadbourn
Securities, Inc.’s option. Chadbourn Securities, Inc. acknowledges that plans to
file a registration statement may be material non-public information and
hereby
covenants not to trade in company shares between the time of receipt of notice
of the planned registration statement filing and the actual filing of the
registration statement. Chadbourn Securities, Inc.’s registration rights shall
not apply to Form S-8 registration statements.
Termination
of Placement Agreement
CHADBOURN
SECURITIES, INC. and UNITED HERITAGE CORPORATION hereby agree to terminate
the
Placement Agreement referenced above dated on or about January 16, 2008 and
agree to release claims against each Party as stated in this Agreement. Neither
Party shall have any continuing obligations under the Placement Agreement
except
as stated herein.
UNITED
HERITAGE CORPORATION agrees to pay U.S 25,000 restricted common shares issued
by
UNITED HERITAGE CORPORATION or its successor corporation, XXXX XXXX PETROLEUM
CORPORATION, to CHADBOURN SECURITIES, INC. in full satisfaction of all current
and future obligations to CHADBOURN SECURITIES, INC. contemporaneously with
the
execution of this Agreement and Release.
Said
common shares shall carry the following restrictive legend:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED
FOR
SALE IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE ACT.
|
Agreement
and Mutual Release
|
Page 4
of 6
|
|
Chadbourn
Securities, Inc. and United Heritage Corporation
|
Statements
of Release
For
the
purposes of this Agreement, “Affiliate” means any
corporation, partnership, limited liability company, trust, estate or other
entity controlling, controlled by, or under common control with a party and
officers, directors, and employees of the Parties.
Except
as
stated below, CHADBOURN SECURITIES, INC. and its affiliates, for themselves
and
their respective successors and assigns, and anyone who may claim by or through
it, do hereby RELEASE and FOREVER DISCHARGE UNITED HERITAGE CORPORATION and
its
past, present, and future partners, officers, directors, members, shareholders,
employees, attorneys, and representatives, predecessors, successors, and
assigns, from any and all liabilities, claims, causes of action, and
obligations, whether at law or in equity, known or unknown, whether in tort
or
contract or any other theory of recovery, including specific performance
and
consequential damages and all claims under the federal and state laws for
commissions, fees, delivery of shares of stock or warrants, or any other
payments, arising from the beginning of time through the effective date of
this
Agreement, that relate in any way to the Placement Agreement between Chadbourn
Securities, Inc. and United Heritage, Corporation or to any other matters
between Chadbourn Securities, Inc. and United Heritage
Corporation..
|
Agreement
and Mutual Release
|
Page 5
of 6
|
|
Chadbourn
Securities, Inc. and United Heritage Corporation
|
UNITED
HERITAGE CORPORATION and its affiliates, for themselves and their respective
successors and assigns, and anyone who may claim by or through it, do hereby
RELEASE and FOREVER DISCHARGE S CHADBOURN SECURITIES, INC., and its past,
present, and future partners, officers, directors, members, shareholders,
employees, attorneys, and representatives, predecessors, successors, and
assigns, from any and all liabilities, claims, causes of action, and
obligations, whether at law or in equity, known or unknown, whether in tort
or
contract or any other theory of recovery, including specific performance
and
consequential damages, arising from the beginning of time through the effective
date of this Agreement, that relate that relate in any way to the Placement
Agreement between Chadbourn Securities, Inc. and United Heritage, Corporation
or
to any other matters between Chadbourn Securities, Inc. and United Heritage
Corporation.
Miscellaneous
Provisions
This
Agreement shall be governed by the laws of the State of Texas without reference
to conflict of law provisions.
Date:
May
_________, 2008
|
Signed:_________________________________________________________________
|
|
Chadbourn
Securities, Inc.
|
|
By
Xxxxx Xxxxxx, President
|
|
By
Xxxx Xxxxxx, CEO
|
