AGREEMENT
This Agreement ("Agreement") is made as of the 15th day of December, 2005,
by and between Global Resource Corporation, a Nevada corporation (the "Debtor")
and Transnix Global Corporation, a Nevada corporation (the "Secured Party").
RECITALS
A. Secured Party is the holder of certain 8% convertible debentures (the
"Debentures") issued by the Debtor in the principal amount of $137,900.00, with
accrued interest to date of approximately $11,732.00
B. The obligations under the Debentures are secured by a 50% membership
interest (the "Membership Interest") in Well Renewal, LLC, a Nevada limited
liability company ("Well Renewal"), which were pledged to the Secured Party (the
"Collateral") under the terms of that certain Pledge Agreement dated as of
November 18, 2005 by and among the Debtor and the Secured Party (the "Pledge
Agreement").
C. Debtor has failed to make any of the payments under the Debentures
resulting in an Event of Default under the Debentures and the Pledge Agreement,
thereby giving Secured Party rise to all rights and remedies as a secured party
with respect to the Collateral under the Uniform Commercial Code.
D. The Secured Party desires to accept the Collateral in partial
satisfaction of all amounts due under the Debentures.
AGREEMENT
It is agreed as follows:
1. ACCEPTANCE OF COLLATERAL. In reliance upon the representations and
warranties of the Debtor and Secured Party contained herein and subject to the
terms and conditions set forth herein, at Closing: (i) Secured Party shall
accept the Collateral in satisfaction of $35,555.00 of principal and interest
obligations secured under the Debentures; and (ii) Debtor has no objections to
Secured Party accepting the Collateral in satisfaction of $35,555.00 of
principal and interest obligations under the Debentures and agrees to waive any
and all notice periods under the applicable Uniform Commercial Code and further
agrees that it will not seek to redeem the Collateral prior to Closing.
2. CLOSING.
2.1 Date and Time. Subject to all of the terms and conditions set
forth in this Agreement being satisfied, the closing of the transfer of the
Collateral contemplated by this Agreement (the "Closing") shall take place at
the offices of the Secured Party's counsel or at such other place as the Debtor
and the Secured Party shall agree in writing concurrently with the execution of
this Agreement (the "Closing Date").
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2.2 Deliveries by Secured Party. The Secured Party shall deliver to
the Debtor a written acknowledgement that the Debtor has satisfied $35,555 of
principal and interest obligations under the original Debentures and that the
principal and interest due and owing under the Debentures are reduced by that
amount.
2.3 Deliveries by Debtor. The Debtor shall deliver to the Secured
Party certificates representing the Membership Interest which are either duly
endorsed or accompanied by duly endorsed assignments separate from certificate,
or, in the event such certificates do not exist, an executed amendment to the
operating agreement of Well Renewal evidencing the assignment of the Membership
Interest to the Secured Party.
3. COVENANTS. Each party hereto will, before, at, and after the Closing,
execute and deliver such instruments and take such other actions as the other
party or parties, as the case may be, may reasonably require in order to carry
out the intent of this Agreement. Without limiting the generality of the
foregoing, at any time after the Closing, at the request of Well Renewal or the
Secured Party, and without further consideration, the Debtor will execute and
deliver such instruments of sale, transfer, conveyance, assignment and
confirmation and take such action as Well Renewal or the Secured Party may
reasonably deem necessary or desirable in order to more effectively transfer,
convey and assign to the Secured Party, and to confirm the Secured Party's title
to, the Membership Interest.
4. MISCELLANEOUS.
4.1 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California. Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the
county of San Diego, State of California, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law.
4.2 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.
4.3 Entire Agreement. This Agreement and the other documents
delivered pursuant hereto and thereto, constitute the full and entire
understanding and agreement among the parties with regard to the subjects hereof
and no party shall be liable or bound to any other party in any manner by any
representations, warranties, covenants, or agreements except as specifically set
forth herein or therein. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto and their
respective successors and assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
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4.4 Severability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, it shall to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
4.5 Amendment and Waiver. Except as otherwise provided herein, any
term of this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or
indefinitely), with the written consent of the Debtor and the Secured Party. Any
amendment or waiver effected in accordance with this Section shall be binding
upon each future holder of any security purchased under this Agreement
(including securities into which such securities have been converted) and the
Debtor.
4.6 Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be effective when delivered
personally, or sent by telex or telecopier (with receipt confirmed), provided
that a copy is mailed by registered mail, return receipt requested, or when
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested) in each case to the appropriate
address set forth below:
If to the Secured Party: Transnix Global Corporation
00000 Xxx Xxxxx Xxxxxxxx
Xxx Xxxxx, XX 00000
If to the Debtor: Global Resource Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Titles and Subtitles. The titles of the paragraphs and subparagraphs
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
DEBTOR: Global Resource Corporation
----------------------------
By: Xxxxxxx X. Xxxxxxxxxxx
Title: President
SECURED PARTY: Transnix Global Corporation
----------------------------
By: Xxxxx Xxxxxx
Title: President
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