STOCK AND MINERAL LEASE PURCHASE AGREEMENT
Exhibit 10.21
This
Stock and Mineral Lease Purchase Agreement (this
“Agreement”)
is entered into as of the 12th day of August, 2016 by and between
FieldPoint Petroleum Corp., a Colorado corporation (the
“Company”), and HFT
Enterprises, LLC, a Nevada Corporation (together with his permitted
successors and assigns, the “Buyer”).
WITNESSETH:
WHEREAS, the
Company wishes to sell, and the Buyer wishes to purchase, certain
shares of common stock of the Company; and
WHEREAS, the
Company wishes to sell, and the Buyer wishes to purchase, certain
interests in oil and gas mineral leases, as set forth
below.
NOW,
THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereby agree as
follows:
1. Purchase and Sale of Shares.
Subject to the terms and conditions of this Agreement, on September
30, 2016 or such earlier date as Buyer and the Company may agree
(the “Closing
Date”), Company shall issue and sell to Buyer, and
Buyer shall purchase in two equal tranches, a number of
newly-issued shares of common stock of the Company equal to a total
of 19.9% of the total number of issued and outstanding shares of
common stock of the Company, as measured on the date of this
Agreement, for a price of $0.45 per share (the shares to be
purchased, the “Shares”). The first
tranche will be purchased at the closing date and the second
tranche must be purchased by December 31, 2016.
2. Purchase and Sale of Oil and Gas
Mineral Lease. On the Closing Date, the Company shall give
the Buyer, the right to purchase, an undivided 100% working
interest on or before December 31, 2016 (the “Lease Interest”) in the
Company’s Elkhorn and XX Xxxxxx leases in the Big Muddy Oil
Field in Converse County, Wyoming for a purchase price of
$430,000.00.
3. Registration Rights. The
holders of the Shares (if purchased) will be entitled to
“piggyback” registration rights on all registration
statements of the Company. The shares to be registered on behalf of
such holders will be reduced in any such registration only after
all other stockholders’ shares are reduced.
4. Due Diligence. The Company will
cooperate in supporting Buyer’s due diligence activities,
including permitting Buyer and its representatives and affiliates
access to the Company’s books and records, facilities, key
personnel, customers, suppliers and other business relations and
independent accountants in connection with his review of the
Company’s operations at reasonable times, upon reasonable
notice and in such a manner as does not unreasonably interfere with
the operations of the Company.
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5. Representations and Warranties of the
Company. The Company represents and warrants to Buyer
that:
5.1 The Company has all
requisite power and authority to enter into and perform this
Agreement and to consummate the transactions contemplated hereby.
The Company has duly and validly authorized, executed, and
delivered this Agreement. All corporate action required to be taken
by the Company’s Board of Directors and stockholders in order
to authorize the Company to enter into the transactions
contemplated hereby has been taken or will be taken prior to the
Closing Date.
5.2 This Agreement
constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms,
except as enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws relating to or affecting
creditors’ rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).
5.3 The Shares will be,
upon issuance, validly issued, fully paid and nonassessable and
free of restrictions on transfer other than restrictions on
transfer under applicable state and federal securities
laws.
6. Representations and Warranties of
Buyer. Buyer represents and warrants to the Company
that:
6.1 Buyer has all
requisite power and authority and has taken all required action on
its part necessary to permit it to execute and deliver and to carry
out the terms of this Agreement, and to take all other actions
required to be taken by it pursuant to the provisions hereof. Buyer
has duly and validly authorized, executed, and delivered this
Agreement. Buyer is duly organized, validly existing and in good
standing under the laws of the state of its formation.
6.2 This Agreement is
the valid and binding obligation of Buyer, enforceable against
Buyer in accordance with its terms, except as enforceability may be
limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar
laws relating to or affecting creditors’ rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
6.3 Buyer hereby
confirms that the Shares will be acquired for investment for
Buyer’s own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof, and that
Buyer has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing
this Agreement, Buyer further represents that Buyer does not
presently have any contract, undertaking, agreement or arrangement
with any person or unrelated entity to sell, transfer or grant
participations to such person or unrelated entity or to any third
party, with respect to any of such shares. The buyer reserves the
right to transfer shares to a related entity.
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6.4 Buyer has had an
opportunity to discuss the Company’s business, management,
financial affairs and the terms and conditions of the offering of
the Shares with the Company’s management and has had an
opportunity to review the Company’s facilities.
6.5 Buyer understands
that the Shares have not been, and will not initially be,
registered under the Securities Act of 1933, as amended (the
“Securities
Act”), by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon,
among other things, the bona fide nature of the investment intent
and the accuracy of Buyer’s representations as expressed
herein. Buyer understands that the Shares are “restricted
securities” under applicable U.S. federal and state
securities laws and that, pursuant to these laws, Buyer must hold
the Shares indefinitely unless they are registered with the
Securities and Exchange Commission and qualified by state
authorities, or an exemption from such registration and
qualification requirements is available. Buyer understands that
certificates for the Shares will be notated with restrictive
legends necessitated by federal and state securities
laws.
6.6 Buyer is an
accredited investor as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act.
7. Conditions to Buyer’s
Obligations at Closing. The obligations of Buyer to purchase
the Shares and the Lease Interest on the Closing Date is subject to
the fulfillment, on or before the Closing Date, of each of the
following conditions, unless otherwise waived:
7.1 Buyer shall have
completed its diligence review of the Company and the Lease
Interest and any related matters on or before August 31, 2016 to
Buyer’s complete satisfaction. If Buyer does not notify the
Company on or before August 31, 2016 that Buyer is not satisfied
with its diligence review, then this item 7.1 shall automatically
be deemed waived.
7.2 The Company shall
have confirmed to the Buyer, and the Buyer shall be satisfied, that
all proceeds from the sale of the Lease Interest will be used to
pay down the Company’s indebtedness owed to
Citibank.
7.3 Citibank shall have
agreed with the Company, in a written document satisfactory in form
and substance to Buyer, that Citibank will extend until December
31, 2017, with interest payments due only and no principal payments
due during such period, the Company’s current indebtedness
owed to Citibank.
7.4 Citibank shall have
provided a written payoff letter satisfactory to Buyer that
indicates that Citibank will release any and all liens with respect
to the Company’s Elkhorn and XX Xxxxxx leases in the Big
Muddy Oil Field in Converse County, Wyoming, upon receipt of the
proceeds from the sale of the Shares and the Lease Interest
pursuant to this Agreement.
7.5 The Company shall
have made arrangements satisfactory to Buyer providing that Buyer
will have the right to nominate one member of the Board of
Directors of the Company to stand for election at or with respect
to any meeting held or consent solicited for the election of the
full slate of directors.
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7.6 The Company shall
have obtained such consents as are necessary to enable the Company
to perform its obligations hereunder, including but not limited to
board and stockholder consents, to the extent applicable, and shall
have provided to Buyer evidence satisfactory to Buyer of
same.
8. Miscellaneous.
8.1 Confidentiality. The parties
agree that they shall keep all terms of this Agreement
confidential, except to the extent otherwise required by law,
provided that each party shall be entitled to disclose the terms of
this Agreement to their legal and financial advisors, and with
respect to the Company, to the New York Stock
Exchange.
8.2 Successors and Assigns. The
terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the
parties. Buyer shall be entitled to assign all or any portion of
its rights and obligations hereunder to any person or entity at any
time and from time to time, so long as such person or entity
confirms in writing that it makes the representations contained in
Section 6 hereof as of the date of such assignment. The Company
shall not be entitled to assign any portion or all of its rights
and obligations hereunder to any party. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this
Agreement.
8.3 Governing Law. This Agreement
and any controversy arising out of or relating to this Agreement
shall be governed by and construed in accordance with the internal
laws of the State of Colorado, without regard to conflict of law or
other principles that would result in the application of any law
other than the law of the State of Colorado.
8.4 Counterparts. This Agreement
may be executed and delivered by facsimile signature and in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
Counterpart signature pages to this Agreement transmitted by
facsimile transmission, by electronic mail in “portable
document format” (“pdf”) form, or by any other
electronic means intended to preserve the original graphic and
pictorial appearance of a document, will have the same effect as
physical delivery of the paper document bearing an original
signature.
8.5 Titles and Subtitles. The
titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or
interpreting this Agreement.
8.6 Fees and Expenses. Each party
shall bear its own expenses in connection with the transactions
contemplated by this Agreement.
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8.7 Delays or Omissions. No delay
or omission to exercise any right, power or remedy accruing to any
party under this Agreement, upon any breach or default of any other
party under this Agreement, shall impair any such right, power or
remedy of such non-breaching or non-defaulting party nor shall it
be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part
of any party of any provisions or conditions of this Agreement,
must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any party, shall
be cumulative and not alternative.
8.8 Entire Agreement. This
Agreement constitutes the full and entire understanding and
agreement between the parties with respect to the subject matter
hereof, and any other written or oral agreement relating to the
subject matter hereof existing between the parties are expressly
canceled.
8.9 Further Assurances. The Company
and Buyer each agree to do, execute, acknowledge and deliver all
such further acts, instruments and assurances, and to take all such
further action before or after the date hereof, as shall be
necessary or desirable to carry out this Agreement and to
consummate and effect the transactions contemplated
hereby.
[Signature page follows.]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
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COMPANY:
By:
________________________________
Name:
Title:
BUYER: HFT
ENTERPRISES, LLC
By:
________________________________
Name:
Title:
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Signature Page to Stock and Mineral Lease Purchase
Agreement
