THIS EXTENSION AGREEMENT made as of the September 30, 2009. AMONG: BROWNSTONE VENTURES (US) INC., a corporation duly incorporated under the laws of the State of Delaware (herein called "Brownstone US ")
THIS EXTENSION AGREEMENT made
as of the September 30, 2009.
AMONG:
BROWNSTONE VENTURES (US) INC.,
a corporation duly incorporated under the laws of the State of
Delaware
(herein
called "Brownstone US ")
-and-
BROWNSTONE VENTURES INC. a
corporation duly incorporated under the laws of the Province of
Ontario
(herein
called (“Brownstone Canada”)
-and-
DEJOUR ENTERPRISES LTD. a
corporation duly incorporated under the laws of British Columbia
(herein
called (‘Dejour Canada”)
-and-
DEJOUR ENERGY (USA)
CORP., a
corporation duly incorporated under the laws of the State of Nevada
(herein
called "Dejour US")
WHEREAS Brownstone US and
Dejour US entered into a Loan Agreement (the “Loan Agreement”) dated June 18th,
2008 in the amount of US$4,000,000 (Four million U.S. dollars 00/100) (the
“Loan;
AND WHEREAS Brownstone US and
Dejour US entered into a Settlement Agreement dated June 22, 2009 (the
“Settlement Agreement”) whereby both parties agreed to cancel the
Loan Agreement by converting US$2,000,000 (two million U.S. dollars 00/100) to
both common shares of Dejour Canada and share purchase warrants of Dejour Canada
and to amend the terms and conditions of the remaining balance of the loan, in
the amount of US$1,780,000 by amending its terms and conditions
provisions as specified in the Settlement Agreement;
AND
WHEREAS Brownstone Canada and Dejour Canada wish to extend the due date to
November 1, 2010 for the New Loan as defined in the Settlement
Agreement;
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and for other good and
valuable consideration and the payment of one dollar ($1.00) by each party to
the other, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby covenant and agree each with the other as
follows:
TERMS
OF SETTLEMENT AGREEMENT
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1.
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The
principle amount still owing on the New Loan is now CDN $2,070,140(Two
million, seventy thousand, one hundred and forty) as of September 30,
2009;
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2.
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The
New Loan due of July 1, 2010 is extended to November 1, 2010. Dejour
Canada may re-pay any amount of the Loan and interest at any time prior to
the due date without penalty;
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3.
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All
of the other terms and conditions of the New Loan shall remain in full
force and effect during the term of this
agreement.
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NOTICE
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3.
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(a)
Any notice or any other communication which is hereunder required must be
in writing and transmitted by fax or hand
delivered:
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to Brownstone Canada and Brownstone
USA:
Brownstone Ventures (US)
Inc.
The Exchange Tower
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Fax: (▇▇▇)
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to Dejour USA:
Dejour Energy (Energy) USA
Corp.
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Fax: (▇▇▇)
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To Dejour Canada:
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Fax: (▇▇▇)
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or, with
respect to each party, to any other address or fax number that may be designated
by a party by a written notice given to the other party.
(b) the
notices or communications provided for in subparagraph 6(a) above shall be
presumed to have been received the day they are sent, if delivered by hand or if
transmitted by fax during normal business hours; failing this, the fax
transmission shall be deemed to have been received the next business day in the
jurisdiction of the recipient.
GENERAL
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4.
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The
headings of the paragraphs of this Agreement are inserted for convenience
of reference only and shall not affect the meaning or construction
hereof.
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5.
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Words
referring to one gender shall include reference to any other
gender.
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6.
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The
parties to this Agreement undertake to execute, at any time, any deed, and
thing or document necessary or required to give full effect to this
Agreement.
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7.
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No
modification or amendments to this Agreement shall be valid and binding
unless set forth in writing and duly executed by all parties hereto and no
waiver of any breach of any term or provision of this Agreement shall be
effective or binding unless made in writing and signed by the party
purporting to give same and, unless otherwise provided, shall be limited
to the specific breach waived.
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8.
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Time
is of the essence in this
Agreement.
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9.
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This
Agreement shall be construed in accordance with the laws of the Province
of British Columbia.
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10.
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This
Agreement shall be binding upon and enure to the benefit of the parties
hereto and their respective successors and permitted
assigns.
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11.
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This
Agreement may be executed by the parties hereto at different times and in
different places without the parties hereto being in each other’s
presence.
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IN WITNESS WHEREOF the parties
hereto have executed this Agreement in duplicate on the date first above
written.
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BROWNSTONE
VENTURES (US) INC.
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Per:
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BROWNSTONE
VENTURES INC.
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Per:
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DEJOUR
ENERGY (USA) CORP.
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Per:
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Per:
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