ESCROW AGREEMENT May 4, 2011
May 4, 2011
This Escrow Agreement is reached between the following parties:
SUCCESS OIL CO., INC. of 0000 Xxxxxxxx Xxxx. #000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 hereinafter called ("SUCCESS”),
EGPI FIRECREEK, INC./XXXXXX XXXXXXXXX/CEO, AND FURTHER THROUGH ITS WHOLLY OWNED SUBSIDIARY, ENERGY PRODUCERS Inc., of 0000 XXXXX XXXX XXXX, XXXX XX XXXXXXXX XXXXXX, XX. 00000 hereinafter called (collectively, "FIRECREEK"), and
TWL INVESTMENTS A L.L.C. of 0000 X. Xxxxxxxx Xxx., Xxxxxxx, XX 00000, hereinafter called (“TWL”)
XXXXXXX X. XXXXXX, Attorney at Law, of 000, X. XXXXXX XXX., Xxxxxx, Xxxxx 00000, hereinafter called ("XXXXXX"),
WHEREAS, SUCCESS and FIRECREEK, and TWL wishes to re-complete/re-work 2 Oil & Gas Xxxxx listed below the location on the X.X. XXXX NORTH 40 ACRES, XXXX COUNTY TEXAS (RRC #08-33611), whose legal description is attached hereto on Exhibit "A", hereinafter called ”PROPERTY," said two xxxxx being the Crawar #1 & X.X. Xxxx #18-1 xxxxx.
WHEREAS, SUCCESS and FIRECREEK have entered into a “Turnkey Rework Agreement (for Turnkey Drilling, Multiple Xxxxx)” attached hereto on Exhibit “B” (the “Participation-Turnkey Program Agreement”) which defines and sets forth the matters therein including Commencement of the development program for the prospect xxxxx located on the Property.
WHEREAS, SUCCESS, FIRECREEK, and TWL INVESTMENTS, L.L.C. have agreed to deposit funds with XXXXXX to be disbursed in accordance with this Agreement upon XXXXXX receiving the “Escrow Notification Letter” attached hereto as Exhibit “C”.
WHEREAS, pursuant to the Turnkey Rework Agreement FIRECREEK is to pay SUCCESS One Hundred Sixty Five Thousand One Hundred Sixty Two and 36/100 Dollars ($165,162.36) in accordance with the terms of this Escrow Agreement and further, the final confirmation and acceptance of all items therein listed in the Escrow Notification Letter attached on Exhibit “C” hereto. hereto.
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For consideration of Ten Dollars ($10.00) and the mutual provisions contained herein, the parties hereto agree as follows:
1. XXXXXX is to hold in escrow, Escrow Funds of $200,000.00 provided to him by TWL until the following events:
(a) XXXXXX is informed in writing signed by SUCCESS, FIRE CREEK and TWL that XXXXXX is to pay to SUCCESS $165,162.36
(b) XXXXXX is to hold the balance of the Escrow Funds until instructed in writing by, FIRECREEK, and TWL to disburse the balance
(c) If XXXXXX receives conflicting instructions he may place the funds in the registry of a court.
2. XXXXXX shall not be responsible for his actions unless such actions are in violation of this Escrow Agreement or XXXXXX acts with willful misconduct or gross negligence.
3. This agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this agreement that is not contained herein shall be valid or binding unless in writing signed by all parties.
4. If any action at law or in equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which he may be entitled.
5. The validity of this agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of Texas.
6. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
7. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:
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If to the Firecreek:
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Chairman of the Board and Chief Financial Officer
Facsimile No.: (000) 000-0000 000-000-0000 (Voice) 000-000-0000
(Cell)
If to SUCCESS:
SUCCESS OIL CO., INC.
Attn: Jeru Xxxxxx, Pres.
0000 Xxxxxxxx Xxxx. #000
Xxxxxxx Xxxxx, Xx. 00000
FAX #: (000) 000-0000
If to TWL INVESTMENTS, L.L.C.:
TWL INVESTMENTS, L.L.C.
0000 X. Xxxxxxxx Xxx.
Xxxxxxx, XX 00000
Phone 000-000-0000
If to Xxxxxx:
Xxxxxxx X. Xxxxxx
Attorney at Law
X.X. Xxx 0000
Xxxxxx, Xxxxx 00000
Fax # (000) 000-0000
EXECUTED this 9th day of May 2011, effective May 4th, 2011.
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Xxxxxxx X. Xxxxxx
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SUCCESS OIL CO., INC.
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Energy Producers, Inc.,
a wholly owned subsidiary of
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By
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Xxxxxx X. Xxxxxxxxx
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President, on behalf of EGPI Firecreek, Inc.,
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sole shareholder of Energy Producers, Inc.
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TWL INVESTMENTS L.L.C.
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By
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0000 X. XXXXXXXX XXX.
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XXXXXXX, XX. 00000
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000-000-0000 Cell 000-000-0000
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FUNDS WIRED TO: Citizens State Bank
000 X. Xxxxxxxx X.X. Xxx 000
Xxxxxx, Xxxxx 00000 PH. #830-875-2472
Routing Number: 000000000 Credit funds to:
Xxxxxxx X. Xxxxxx Esq. (IOLTA Trust Account No. 00000000)
Xxxxxxx X. Xxxxxx Esq.
000 X. Xxxxxx Xxx.
Xxxxxx, Xxxxx 00000
000-000-0000 FAX:000-000-0000
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EXHIBIT “A”
TO AN ESCROW AGREEMENT
EFFECTIVE May 4, 2011
Legal Description
Description of Lands and Leases:
X.X. XXXX NORTH 40 ACRES:
X.X. XXXX "18-1", being the Wl/2 of the NW1/4 of Section 18, Xxxxx X-00, Xxxxxx Xxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx, containing Eighty (40) acres more or less. (Area of contract highlighted in yellow)
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EXHIBIT “B”
TO AN ESCROW AGREEMENT
EFFECTIVE MAY 4, 2011
Turnkey Rework Agreement
[TO BE ATTACHED ON FOLLOWING PAGE]
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EXHIBIT “C”
[Escrow Notification Letter]
TO AN ESCROW AGREEMENT
EFFECTIVE May 4, 2011
[TO BE ATTACHED ON FOLLOWING PAGE OR PAGES AS REQUIRED]
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EXHIBIT “C”
Dated the _____ day of _________, 2011
Xx. Xxxxxxx X. Xxxxxx
Attorney at Law
X.X. Xxx 0000
Xxxxxx, Xxxxx 00000
Re: Escrow Agreement with effective date of May 4, 2011
Dear Xx. Xxxxxx:
You are hereby instructed to immediately distribute from the escrow funds you are holding, $165,162.36 to Success Oil., Inc.
Sincerely,
SUCCESS OIL CO., INC.
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By
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Jeru Xxxxxx, President
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ENERGY PRODUCERS Inc.
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By
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Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
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of EGPI Firecreek, Inc., sole shareholder
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of Energy Producers, Inc.
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TWL INVESTMENTS, L.L.C.
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By
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