This Agreement
is by and between Carr Miller Capital, Inc.
(“CMC”), Indigo-Energy, Inc. (“Indigo”)
and Gersten Savage, as Escrow Agent
(“GS”)
WHEREAS, CMC is
the owner of an aggregate of 348,127,288 shares of
common stock of Indigo-Energy, Inc.
(“Indigo”), options (the “CMC Options”) to
purchase 5,250,000 shares of common stock and warrants (the
“CMC Warrants”) to purchase 37,950,000 shares of common
stock;
WHEREAS, Indigo
is indebted to CMC in the total amount of $7,209,508.49 plus
interest represented by 17 promissory notes of various amounts and
dates (the “CMC Notes”). A schedule of
Indigo’s obligations to CMC are attached as Exhibit A to this
Agreement. It is also noted herein that CMC has forgiven an
additional one million dollars of Indigo debt in exchange for the
shares, prior to this agreement.
WHEREAS, Elite
Dom Establishment (“Elite”) is procuring certain
financing (the “Financing”) for Indigo and as part of
such arrangement has requested that the CMC shares be held by GS as
collateral until the loan arranged by Indigo is repaid by Indigo;
and
WHEREAS, as
part of the Financing, Elite has requested as a condition that
Indigo settle all obligations with CMC.
NOW, THEREFORE,
in consideration of the foregoing and of the mutual terms and
covenants hereinafter expressed, the parties agree as
follows:
1. Upon the execution of this
Agreement, CMC will deliver 270,127,288 Shares of Indigo common
stock owned by it (the “CMC Shares”) thereby retaining
77,000,000 shares. In addition to the 270,127,288
shares, all of the CMC Options, all of the CMC Warrants and the CMC
Notes will be provided to GS to hold as Escrow Agent, along with
stock powers executed in blank (the CMC Shares, the CMC Options and
the CMC Warrants shall be collectively referred to as the
“CMC Securities”).
2. CMC will receive $2,500,000 no
later than August 15, 2009 which shall be deducted from the total
amount owed pursuant to the CMC Notes.
3. No later than November 15, 2009,
CMC will receive an additional $7,500,000 which will be deemed to
satisfy the CMC Notes in full. Elite will provide this
funding to Indigo for this purpose.
4. Upon payment of the $7,500,000
referred to in the section immediately above, the CMC Notes, the
CMC Shares (minus the 77,000,000 retained by CMC as part of this
agreement), the CMC Warrants and the CMC Options shall be
cancelled. Until such payment is made, CMC will
retain all of its ownership rights with respect to the CMC shares,
warrants and options, except that it may not transfer any of such
shares while they are held in escrow.
5. In the eve
