MODIFICATION AND SETTLEMENT AGREEMENT
This
Modification and Settlement Agreement (the “Agreement”)
is
made and entered into as of this 20TH day of Mardi 2008 by and between
Indigo-Energy, Inc., a Nevada corporation (the “Company”) and Xxx Xxxxx, with
address at 000 Xxxxxx Xx., Xxxxxxxxxx, XX 00000 (the “Creditor” and together
with the Company, the “Parties”.)
WHEREAS,
the
Company previously entered into an agreement with the Creditor pursuant to
which
the Company agreed, in consideration for the transfer of such Creditor’s
interest in the Company, to remit to the Creditor certain amounts, the
outstanding balance of which is in the amount of $209,500 (the “Debt”), within
the period provided in such agreement (the “Original Agreement”);
WHEREAS,
the
Parties have agreed that it is in all of their interests to modify the terms
provided under the Original Agreement including those terms relating to the
payment of the Debt; and
WHEREAS,
the
Company has offered and the Creditor have agreed to accept modifications to
the
terms and condition provided in the Original Agreement subject to the provisions
set forth herein.
NOW
THEREFOR,
the
Parties hereto agree as follows:
Section
1. Release,
Waiver and Settlement.
Effective upon the execution of this Agreement and subject to the provisions
hereof, the Creditor hereby release and waive his respective rights and claims
to the Debt, and the Parties hereby further release and waive all rights, claims
and interests that are, or may be available, to them under the Original
Agreement. The Parties agree that after the execution of this Agreement they
shaft have no obligations or rights against each other except to the issuance
of
the Shares referenced below.
Section
2. Consideration.
As
consideration for the release, waiver and settlement by the Parties’ respective
rights and interests provided under Original Agreement, the Company hereby
agrees to remit to the Creditor the amount of Two Hundred Nine Thousand Five
Hundred Dollars ($209,500) on or before June 30, 2008 payable as five thousand
dollars ($5,000) on the first day of April, May, and June 2008 and the balance
by June 30, 2008.
Section
3. Successor.
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 the Company’s assets or
otherwise.
Section
4. Governing Law. Each Party acknowledges that it has been represented by
counsel in connection with this Agreement, and has executed the same with
knowledge of its consequences. This Agreement is made and entered into under
New
York law and shall be interpreted, enforced and governed under the laws of
the
laws of New York without regard to its conflicts of laws
principles.
Section
5. Paragraph
Headings.
The
paragraph headings used in this Agreement are intended solely for convenience
of
reference and shall not in any manner amplify, limit, modify or otherwise be
used in the interpretation of any of the provisions hereof.
Section
6. Severability.
Should
any oldie provisions of this Agreement be declared or be determined to be
illegal or invalid, the validity of the mining pasts, terms or provisions shall
not be affected thereby and said we illegal or invalid part, term or provision
shall be deemed to be a part of this Agreement.
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Section
7. Entire
Agreement.
This
Agreement sets forth the entire agreement between the Parties, and fully
supersedes any and all prior agreements or understandings between the Parties
pertaining to the subject matter hereof including but not limited to the
Original Agreement. All other contracts, agreements or understandings between
the Parties are hereby expressly declared to be null and void.
Section
8. Counterparts.
This
Agreement may be executed in counterparts. Each counterpart shall be deemed
an
original, and when taken together with the other signed counterpart, shall
constitute one fully executed Agreement.
Section
9. Further
Assurances.
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.
Section
10. Survival.
All
obligations of the Pasties as set forth herein shall survive the execution
and
delivery hereof.
[Remainder
of Page Intentionally Left Blank)
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IN
WITNESS WHEREOF,
the
Parties have caused this Agreement to be entered into as of the date first
written above.
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CREDITOR:
|
THE
COMPANY: INDIGO-ENERGY, INC.
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| /s/ Xxx Xxxxx | /s/ Xxxxxx X. Xxxxxx | ||
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Xxx
Xxxxx
Date: 3/20/08
|
By: Xxxxxx
X. Xxxxxx
Title: President
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||
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Date: 3/20/08
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