GLOBAL FINANCE AGREEMENT EXTENSION
This
Global Financing Agreement Extension (the “Agreement”) is made and entered
into as of this 23rd day of February 2010 by and between Indigo-Energy, Inc., a
corporation organized under the laws of the State of Nevada (the “Company”), and
Xxxx Xxxxxx Capital, LLC, a limited liability company organized under the laws
of the state of _____________ ( “CMC“ and together with the Company, the
“Parties”.)
WHEREAS, the Parties
previously entered into a Global Finance Agreement (GFA) dated November 30, 2008
wherein CMC agreed to provide the Company with funding in the amount of Five
Hundred Thousand Dollars ($500,000) each month for a period of six months, for a
total of Three Million Dollars in funding, to be used for the Company’s drilling
activities;
WHEREAS, pursuant to the GFA,
CMC has provided the Company with funding in the amount of One Million Five
Hundred Thousand Dollars ($1,500,000) to date, and there remains, under the GFA,
an amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the
“Remaining Funding Amount”);
WHEREAS, the Company does not
presently have any new active drilling activities;
WHEREBY, the Parties agree
that it is in their best interest to extend the provisions of the GFA relating
to the Remaining Funding Amount;
NOW, THEREFORE, the Parties hereby agree
as follows:
Section
1.
Extension of
GFA. Section 2(a)(ii) of the GFA shall be revised and amended
such that CMC’s commitment to provide the Company with the Remaining Funding
Amount shall be extended to June 30, 2010 (the “New Funding Date”).
Section
2.
Funding
Options. In satisfaction of its commitment under the GFA, CMC
shall, prior to the expiration of the New Funding Date, have the option to (the
“Options”):
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(a)
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Return
an aggregate of fifteen million shares of the Company’s common stock
currently registered under CMC’s name to the Company for
cancellation;
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(b)
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Cancel
and forgive certain debts owed by the Company to CMC in the amount One
Million Five Hundred Thousand Dollars ($1,500,000);
or
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(c)
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Provide
the Company with the Remaining Funding Amount, as set forth under the
GFA.
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CMC
hereby undertakes to advise the Company as to which Option it intends to select
and to take all steps necessary to effectuate such option on or before September
30, 2010.
Section
3.
Successors. 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 of the provisions of this Agreement be declared or be determined to be
illegal or invalid, the validity of the remaining parts, terms or provisions
shall not be affected thereby and said illegal or invalid part, term or
provision shall be deemed not to be a part of this Agreement.
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 Note. 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 Parties 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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XXXX
XXXXXX CAPITAL, LLC
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/s/Xxxxxx Xxxxxx
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/s/Xxxxxxx Xxxxxx
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By:
Xxxxxx Xxxxxx
Title:
CEO
Date:
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By:
Xxxxxxx Xxxxxx
Title:
Date:
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