June 28, 2010
June 28,
2010
Xxxxxx X.
Xxxxxx
Imperial
Oil & Gas, Inc.
X.X. Xxx
0000
Xxxx
Xxxxx, XX 00000
RE:
Hydro-FX Investment
Dear Xx.
Xxxxxx:
This
letter is intended as a binding agreement is made June 25, 2010 between HydroFX
Holding, Ltd. by of X.X. Xxx 000, Xxxxx Xxxx, Xxxxx 00000, called seller through
Hydro-FX, Inc. as General Partner of. seller, and Imperial Oil & Gas, Inc.
or one of its subsidiaries of X.X. Xxx 0000, Xxxx Xxxxx, Xxxxx 00000, called
buyer.
RECITALS
A. Seller
is General Partner of Hydro-FX-Holding, Ltd. who is the owner of certain
improved real property located in Wise County, Texas, more fully described in
Exhibit "A" attached hereto. This property is referred to as site.
B. Buyer
is seeking an interest in the property as well as the currently non-functioning
oil and gas waste water disposal business associated therewith.
C. The
parties jointly desire to enter into a partnership for the further development
of site as a fully functional oil and gas waste water disposal business by
deepening the well to the Xxxxxxxxxxx formation.
D. Seller
currently has a permit to allow the deepening of the current disposal well to
the Xxxxxxxxxxx formation and to deposit 15,000 barrels of oil and gas waste
water into said formation from the Texas Railroad Commission.
To
effectuate their common desire for the development of site, the parties agree as
follows:
X.X.
Xxx 000 — Xxxxx Xxxx, Xxxxx 00000 — Office 000-000-0000, Fax
000-000-0000
Section I.
Parties
to Enter Partnership
By the
execution of this agreement and by the execution of a mutually agreeable limited
partnership agreement of the form attached as Exhibit "B," the parties enter
into a limited partnership for the purpose of operating a commercial oil and gas
water disposal facility.
Section IL
Seller
to Contribute the Property
Seller
will execute a 5 year convertible promissory note of the form attached as
Exhibit "C" subject to conversion upon the drilling on the site becoming
complete and the site becoming a working oil and gas waste water disposal
facility. Upon conversion Seller shall contribute site to the partnership in
accordance with the terms of this agreement, for which seller's partnership
capital account will be credited 60% or $2,250,000 interest in the partnership.
Site will be conveyed to the partnership subject to liens and encumbrances
listed in Exhibit "C" and current taxes.
Section
III.
Buyer's
Capital Contribution
Buyer
will loan to the partnership $1,500,000.00 through a convertible promissory
note. The notes conversion will be at the option of the Buyer. Upon conversion
the note will be converted as an interest in the site and shall be credited as
$1,500,000.00 capital to the partnership. That amount is intended to be all
money needed for the completion of drilling of the site as well as all other
cash requirements for marketing, legal costs, and advances to defer payment to
current creditors until such time as the site is up and running as a going oil
and gas water disposal concern. It is understood, however, that it will be the
objective of the parties to defer current debt and vendor obligations until the
site is operational and those obligations can be paid back through payments from
the net profits due seller.
X.X.
Xxx 000 — Xxxxx Xxxx, Xxxxx 00000 — Office 000-000-0000, Fax
000-000-0000
Section
IV.
Prerequisite
to Funding
As a
prerequisite to the depositing the funds subject to the Note, seller shall have
obtained written subordination of the current liens on the site to buyers lien
under the Deed of Trust attached hereto as Exhibit "D:"
Section
V.
Hydro-FX,
Inc. to Control Design, Construction, Financing and Management
Hydro-FX,
Inc. as General Partner will have exclusive control of design, construction, and
management of the partnership project, except as specifically limited in this
agreement.
Section
VI.
Compensation
of Parties
Neither
buyer nor seller will be paid any fee, salary, or other compensation, direct or
indirect, for service to the partnership other than that stated in the Hydro-FX
Operating Agreement.
Section
VII.
Partnership
Interests
The
interests of seller and buyer in the capital and in the profits and losses shall
be based on their prorata interest in the property. i.e. before note conversion
Seller 100%, after conversion seller 60% and buyer 40%.:
Section
VIII.
Option
of General Partners to Become Limited Partners
Upon
conversion of the promissory note above buyer may elect to become a limited
partner after the project has been completed. For this purpose, the project will
be deemed completed when the site becomes a working oil and gas waste water
disposal business open for business.
Section
IX.
Remedies
In the
event of any controversy concerning alleged breaches of this agreement, the
rights of the parties will be limited exclusively to a claim for damages or
accounting. No party will have any right to seek specific performance, or to
record any suit as lis pendens against real property.
X.X.
Xxx 000 — Xxxxx Xxxx, Xxxxx 00000 — Office 000-000-0000, Fax
000-000-0000
Section
X.
Applicable
Law/Venue
The law
of the State of Texas shall apply to this agreement, and all rights,
construction and questions of validity hereunder shall be governed by Texas law.
It is further agreed that venue for all purposes shall be Xxxxxx County,
Texas.
Executed
at Austin. Texas on the date first above written.
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Sincerely,
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/s/ Xxx Xxxxxxx
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Xxx
Xxxxxxx
|
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President
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I agree that the above
accurately states our agreement and agree to be bound by the terms of this
binding letter of intent.
Imperial
Oil & Gas, Inc.
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx
X. Xxxxxx, CEO
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X.X. Xxx
000 — Xxxxx Xxxx, Xxxxx 00000 — Office 000-000-0000, Fax
000-000-0000
