AGREEMENT
AGREEMENT dated as of March 10, 2006 (this "Agreement") by and
between Patriot Gold Corp., a Nevada corporation (the "Company"), and Xxxxxx X.
Blomkamp (the "Stockholder").
RECITALS
WHEREAS, the Stockholder is the legal and beneficial owner of
3,015,000 shares of common stock of the Company (the "Stock"); and
WHEREAS, the Stockholder was an officer and director of the
Company; and
WHEREAS, the Stockholder desires that the Company redeem
3,000,000 shares for $30,000, and the Company has agreed to effectuate such
redemption upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants, agreements and undertakings
contained in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Stockholder hereby agree as follows:
ARTICLE I
REDEMPTION
Section 1.1 Redemption. Upon the terms and subject to the conditions
set forth in this Agreement, simultaneous with the execution and delivery of
this Agreement, (i) the Stockholder shall deliver to the Company the stock
certificate issued in the name of the Stockholder representing 3,000,000 shares
of common stock, duly endorsed in blank or accompanied by stock powers duly
executed in blank, in proper form for transfer and (ii) the Company shall
deliver to the Stockholder a check made payable to the Stockholder in the amount
of $30,000.00, representing payment in full for the Stock.
Section 2.2 Shareholders' Agreement. The Shareholders' Agreement dated
as of January 22, 2004 as between the Stockholder and the Corporation (the
"Shareholders Agreement") is hereby terminated and no longer has any force and
effect with respect to the Shareholder.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to the Company
the following:
Section 2.1 Ownership of the Stock. The Stockholder is the sole record
and beneficial owner of the Stock and has good and marketable title to such
shares, free and clear of any title defect, objection, security interest,
pledge, encumbrance, lien, charge, claim, option, preferential arrangement or
restriction of any kind, including, but not limited to, any restriction on the
use, voting, transfer, receipt of income or other exercise of any attributes of
ownership (collectively, "Liens"), other than as set forth in the Shareholders
Agreement. Neither the Stockholder nor his affiliates has any interest, directly
or indirectly, in any other equity in the Company or its affiliates, or has any
other direct or indirect interest in any tangible or intangible property of the
Company, or has any direct or indirect outstanding indebtedness to or from the
Company, or related, directly or indirectly, to its assets. Upon consummation of
the transactions contemplated by this Agreement, the Stockholder shall have no
direct or indirect interest in the Company.
Section 2.2 Authority. The Stockholder has the absolute and
unrestricted right, power and authority to execute and deliver this Agreement
and all documents and instruments specified herein, to carry out his obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by the Stockholder and, assuming due
authorization, execution and delivery by the Company, this Agreement constitutes
a legal, valid and binding obligation of the Stockholder, enforceable against
him in accordance with its terms.
Section 2.3 Approval of Transaction; No Conflict. The execution and
delivery of this Agreement by the Stockholder does not, and the performance of
this Agreement by the Stockholder will not, require any consent, approval,
authorization or other action by, or filing with or notification to, any person,
entity, governmental authority or regulatory authority, other than the filing by
the Stockholder of a Form 4 and a Schedule 13D with the Securities and Exchange
Commission (the "SEC"). Furthermore, the execution, delivery and performance of
this Agreement by the Stockholder does not and will not (x) conflict with or
violate any agreement, law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award to which the Stockholder is a party or by which
any of his assets are bound or (y) result in the creation or imposition of any
Lien on the Stock.
Section 2.4 Accredited Investor. The Stockholder is an "accredited
investor", as that term is defined in Regulation D under the Securities Act of
1933, as amended (the "Securities Act"). The Stockholder and his advisors, if
any, have been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the redemption of the
Stock which have been requested by the Stockholder or his advisors. The
Stockholder and his advisors, if any, have been afforded the opportunity to ask
questions of the Company.
Section 2.5 Counsel. The Stockholder represents that he has had the
opportunity to review and discuss this Agreement with counsel of his choosing,
that he knows and understands the legal effect of this Agreement and the
transactions contemplated hereby, that he requested the redemption of his Stock
and that he is voluntarily executing and delivering this Agreement to the
Company.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Stockholder
the following:
Section 3.1 Authority. The Company is duly organized and validly
existing under the laws of the State of Nevada and has been duly authorized by
all necessary and appropriate action to enter this Agreement and consummate the
transactions contemplated herein. The Company has the absolute and unrestricted
right, power and authority to execute and deliver this Agreement and all
documents and instruments specified herein, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by the Company and, assuming due
authorization, execution and delivery by the Stockholder, this Agreement
constitutes a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.
Section 3.2 Approval of Transaction; No Conflict. The execution and
delivery of this Agreement by the Company does not, and the performance of this
Agreement by the Company will not, require any consent, approval, authorization
or other action by, or filing with or notification to, any person, entity,
governmental authority or regulatory authority. Each person affiliated with the
Company whose consent is required has duly authorized the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby,
and such authorization shall not have been amended, modified or withdrawn in any
manner prior to the date hereof. Furthermore, the execution, delivery and
performance of this Agreement by the Company does not and will not conflict with
or violate any agreement, law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award to which the Company is a party.
ARTICLE IV
INDEMNIFICATION
Section 4.1 Indemnification by the Stockholder. The Company, its
officers, directors, agents, representatives, shareholders, affiliates and their
respective successors and assigns (collectively, the "Company Parties") shall be
indemnified and held harmless by the Stockholder from and against any and all
damages, losses, liabilities, taxes (including any deficiencies and penalties
and interest thereon), and costs and expenses (including, without limitation,
reasonable attorneys' fees and disbursements) (collectively, "Damages")
resulting from any misrepresentation, breach of warranty or non-fulfillment of
any covenant or agreement on the part of the Stockholder contained in this
Agreement or as a result of the transaction contemplated herein.
Section 4.2 Indemnification by the Company. The Stockholder and his
affiliates, consultants, representatives and their respective successors and
assigns shall be indemnified and held harmless by the Company from and against
any and all Damages resulting from any misrepresentation, breach of warranty or
non-fulfillment of any covenant or agreement on the part of the Company
contained in this Agreement or as a result of the transaction contemplated
herein.
Section 4.3 Notice. Each party hereto agrees to give to the other
prompt notice of any claim or action by a third party or occurrence of any event
which may give rise to a claim or action for indemnification hereunder. The
failure to provide such notice shall not release the indemnifying party from its
obligations under this Article V, except to the extent that the indemnifying
party is materially prejudiced by such failure.
ARTICLE V
GENERAL PROVISIONS
Section 5.1 Entire Agreement. This Agreement contains, and is intended
as, a complete statement of all of the terms of the arrangements and
understandings between the parties with respect to the matters provided for, and
supersedes any previous agreements and understandings between the parties with
respect to those matters.
Section 5.2 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada applicable to
agreements made and to be performed wholly in such State, without regard to
conflict of law rules applied in such State. EACH OF THE UNDERSIGNED HEREBY
WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL BY
JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT.
Section 5.3 Notices. Any notice required or given with respect to this
Agreement shall be valid and effective when delivered (i) by registered or U.S.
post office stamped certified mail, (ii) by a nationally recognized overnight
air courier, or (iii) by hand, in all cases to:
If to the Company, to:
Patriot Gold Corp.
000-0000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
Attention: President
If to the Shareholder, to:
Xxxxxx X. Blomkamp
0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx, X.X., Xxxxxx
Any party hereto may change such address by notice given at least five (5) days
in advance to the other party in accordance with this Section.
Section 5.4 Binding Agreement. This Agreement, including without
limitation, all the representations and warranties contained herein, shall be
binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns.
Section 5.5 Amendment. This Agreement may be amended or modified only
by a written instrument executed by all of the parties hereto.
Section 5.6 No Waiver. The failure of a party at any time or times to
require performance of any provisions hereof shall in no manner be deemed to
affect the party's right at a later time to enforce the same. No waiver by any
party of the breach of any term contained in this Agreement, whether by conduct
or otherwise, in any one or more instances, shall be deemed to be or construed
as a further or continuing waiver of any such breach or of the breach of any
other term or provision of this Agreement.
Section 5.7 References. The headings in this Agreement are solely for
the convenience of the parties, and are not intended to and do not limit,
construe or modify any of the term and conditions hereof.
Section 5.8 Unenforceability. If any provision of this Agreement shall
be held to be invalid or unenforceable, such invalidity or unenforceability
shall attach only to such provision and only to the extent such provision shall
be held to be invalid or unenforceable and shall not in any way affect the
validity or enforceability of the other provisions hereof, all of which
provisions are hereby declared severable, and this Agreement shall be carried
out as if such invalid or unenforceable provision or portion thereof was not
embodied herein.
Section 5.9 Counterparts. This Agreement may be executed by facsimile
and in counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement.
Section 5.10 Further Assurances. The parties hereto will execute and
deliver such further instruments and documents and do such further acts and
things as may be reasonably required to carry out the intent and purposes of
this Agreement.
[Remainder of Page Intentionally Omitted; Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement on the date first written above.
PATRIOT GOLD CORP.
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: President
/s/Xxxxxx X. Blomkamp
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Xxxxxx X. Blomkamp
