Exhibit 99.19
LEASE OPTION AGREEMENT
THIS LEASE OPTION AGREEMENT (the "AGREEMENT") is made and effective
November 9, 2005, by and between SOURCE ENERGY CORPORATION, a Utah corporation
("SOURCE") and XXXXX XXXXXXXXX ("XXXXXXXXX").
BACKGROUND
WHEREAS, Source owns Federal Oil and Gas Lease No. U-14654 consisting of
480 acres with one producing well in Grand County, Utah (the "PROPERTY");
WHEREAS, Xxxxxxxxx has a judgment against Source in the amount of $75,000,
plus post-judgment interest, which is still owing (the "JUDGMENT");
WHEREAS, as a condition precedent to the closing of the transactions
contemplated by the Agreement and Plan of Merger (the "MERGER AGREEMENT"), by
and among Source, Vista Acquisition Corp., a Washington corporation and
wholly-owned subsidiary of Source ("SUBSIDIARY"), and Xxxxx.xxx, Inc., a
Washington corporation ("VISTA"), pursuant to which Subsidiary will merge with
and into Vista (the "MERGER"), Vista desires that Xxxxxxxxx sell to Source an
option pursuant to which Source has the option to require Xxxxxxxxx to acquire
the Property and related assets and liabilities in full satisfaction of the
Judgment; and
WHEREAS, for purposes of satisfying such conditions, Xxxxxxxxx desires to
sell Source, and Source desires to purchase from Xxxxxxxxx, an option to require
Xxxxxxxxx to acquire the Property and related assets and liabilities, in
consideration for $100.00, all upon the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and intending to be legally bound, the parties hereto agree as follows:
ARTICLE I.
THE OPTION
1.1 Sale and Purchase of Option to Acquire Property. Subject to the terms
and conditions of this Agreement, for an aggregate purchase price of $100.00,
Source shall have the option, in its sole discretion, at any time after the
closing of the Merger, to sell, transfer, assign and convey to Xxxxxxxxx (the
"OPTION"), all of Source's right, title and interest in and to the assets and
properties of Source listed below (collectively, the "Assets") and any and all
liabilities related to such Assets, in exchange for the full release and
discharge of the Judgment against Source, including any and all liabilities
related thereto, as provided herein (the "RELEASE"):
(a) all right, title, and interest Source holds in and to the Property;
(b) all pipe, equipment, machinery, and fixtures owned by Source and used
by Source in operating the oil well on the Property;
(c) accounts receivable arising in respect of oil produced from the
Property for the calendar month in which the closing occurs (the "ACCOUNTS
RECEIVABLE");
(d) all rights of way, easements, leasehold, and other rights pertaining to
the Property (the "PROPERTY INTERESTS");
(e) all contracts, agreements and undertakings (whether oral or written)
which relate to the production and sale of oil from the Property (the
"CONTRACTS");
(f) to the extent legally transferable, all licenses, permits and other
like authorizations possessed by Source and necessary to the operation of the
Property (the "PERMITS");
(g) all registered, licensed, used and/or owned intellectual property,
including, without limitation, (i) all such trademarks, trade names (including
the names "Source Energy" and "Xxxxxx Energy" or any derivative thereof,
including but not limited to "Xxxxxx Energy Technology"), trade styles, logos,
service marks, Internet domain names and websites and all applications and
registrations therefor and licenses thereof; and (ii) all such technical,
processing, or production information, including new developments, inventions,
know-how, processes, ideas and trade secrets and documentation thereof
(including related papers, logs, production data, diaries, notebooks,
specifications, methods, and data processing software) and all claims and rights
related thereto;
(h) all performance and other bonds (the "BONDS"), letters of credit,
security and other deposits, and advances maintained for use in operating the
Property;
(i) all claims, causes of action and other rights related to the Property
for the period prior to the closing;
(j) all documents and records relating to the Assets (including historical
production data, research and geological reports and studies, reserve reports,
engineering reports and studies, and cost or operating studies and reports);
(k) except as set forth in Section 1.2(b), all accounting books, records,
ledgers and electronic data processing materials or copies thereof;
(l) all prepaid expenses and deferred charges to the extent the
corresponding obligations constitute Assumed Liabilities; and
(m) all other assets, properties, rights and claims related to the
operations of the Property or which arise in or from the conduct thereof;
provided, however, that the Assets shall not include any of the assets rights
and claims defined as Excluded Assets in Section 1.2 below.
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1.2 Excluded Assets. The Assets shall not include any other assets and
properties of Source other than what is listed in Section 1.1 hereof, including
but not limited to, following assets and properties (the "EXCLUDED ASSETS"):
(a) all cash of Source at the time of closing, which shall be equal to cash
reported on Source's unaudited balance sheet as of September 30, 2004 filed with
the Securities and Exchange Commission under Source's report on Form 10-QSB,
increased by all oil and gas revenue through the end of the calendar month
immediately preceding the month in which the closing occurs, decreased by
production costs incurred to generate such revenue (consistent with past
practice) through the end of the calendar month immediately preceding the
calendar month in which the closing occurs, and Source's third party
professional fees and costs arising from the transactions contemplated by this
Agreement and the Merger Agreement and related to discharging Source's reporting
obligations under the Securities Exchange Act of 1934, which are consistent with
past practice and shall not, in any event, exceed $25,000 in the aggregate;
(b) all accounts receivable accrued through and including the end of the
calendar month immediately preceding the calendar month in which the closing is
held; and
(c) books and records that Source is required to retain pursuant to any
statute, rule, regulation or ordinance (except that Xxxxxxxxx shall be given
copies of and access to such books and records as reasonably necessary or
desirable for Xxxxxxxxx operation of the Property).
1.3 Assumed Liabilities. Subject to the terms and conditions of this
Agreement, at the closing, Source will assign and transfer to Xxxxxxxxx the
Contracts and such of the Permits as are transferable under applicable law and
in accordance with the terms thereof, and Xxxxxxxxx shall assume and agree to
discharge and satisfy in full when due and/or perform in a timely manner the
obligations of Source arising under such Contracts and Permits from and after
the first day of the calendar month in which the closing occurs (the "ASSUMED
LIABILITIES").
1.4 Exercise of the Option. Source may exercise the Option at any time or
from time to time during the Option Period (as defined below), by delivering to
Xxxxxxxxx a written notice (the "EXERCISE NOTICE") specifying the date, time and
place on which the sale, transfer, assignment and conveyance is to be
consummated (the "CLOSING DATE"), together with such other information or copies
of documents required by law or regulation to be sent to Xxxxxxxxx or which
Source deems appropriate to include with the Exercise Notice in connection with
the consummation of the sale of the Assets to Xxxxxxxxx, and assumption of
Assumed Liabilities by Xxxxxxxxx, in exchange for the Release. The "OPTION
PERIOD" shall commence on the closing date of the Merger and end at 5:00 p.m.,
Mountain Time, on the first anniversary of the closing date of the Merger (the
"EXPIRATION DATE").
1.5 Closing and Deliveries.
(a) Closing. Subject to the terms and conditions of this Agreement, the
closing (the "CLOSING") of the exercise of the Option shall occur on the
"CLOSING DATE" specified in the Exercise Notice or such other date as determined
by Source, which may occur after the expiration of the Option Period.
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(b) Deliveries of Source. Subject to the terms and conditions of this
Agreement, Source shall deliver to Xxxxxxxxx at Closing:
(i) a general assignment and xxxx of sale for the Assets in
substantially the form of Exhibit A attached hereto, executed by Source;
(ii) an Assignment and Assumption Agreement with respect to the
Assumed Liabilities in substantially the form of Exhibit B attached hereto
(the "ASSUMPTION AGREEMENT"), executed by Source;
(iii) assignments and other documents of transfer for the Property
Interests, Bonds, and Permits; and
(iv) such other instruments as may be necessary to convey the Assets
to Xxxxxxxxx.
(c) Xxxxxxxxx'x Deliveries to Source. Subject to the terms and conditions
of this Agreement, at the Closing Xxxxxxxxx shall deliver to Source:
(i) a satisfaction of judgment signed by Xxxxxxxxx in proper form for
filing with the court that issued the Judgment to satisfy and discharge the
Judgment in full;
(ii) the Assumption Agreement, executed by Xxxxxxxxx; and
(iii) such other documents and instruments as may be reasonably
requested by Source.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF SOURCE
Source represents and warrants to Xxxxxxxxx as follows:
2.1 Organization and Good Standing. Source is a corporation duly organized,
validly existing and in good standing under the laws of the state of Utah and
has all requisite power and authority and legal right to own, lease and operate
the Assets and to carry on its business as and where presently being conducted.
2.2 Authorization and Enforceability.
(a) Source has full power and authority to make, execute, deliver and
perform this Agreement, and the execution, delivery and performance of this
Agreement by Source have been duly authorized by all necessary action on the
part of Source, except for approval by the stockholders of Source.
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(b) This Agreement has been, and the documents to be delivered by
Source at Closing in connection herewith will be, duly executed and delivered by
Source and constitute the legal, valid and binding obligation of Source
enforceable against Source in accordance with their respective terms.
2.3 No Violation of Laws or Agreements. The execution, delivery and
performance of this Agreement by Source do not (a) violate any provision of
applicable law, rule, regulation or ordinance, (b) violate any judgment, order,
writ, injunction or decree of any court, governmental, quasi-governmental or
regulatory department or authority or other tribunal applicable to Source, (c)
violate any of the provisions of the Articles of Incorporation or Bylaws of
Source, or (d) violate, conflict with or result in a violation or breach of, or
otherwise constitute a default (with or without the giving of notice or the
lapse of time or both) under, or permit the termination of, or require the
consent of any other party to, or result in the acceleration of, or entitle any
party to accelerate any obligation under, or result in the loss of any benefit
under, or give rise to the creation of any lien upon any of the Assets under the
terms, conditions or provisions of any agreement, bond, note or indenture to
which Source is a party or by which Source or any of the Assets is bound.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF XXXXXXXXX
Xxxxxxxxx represents and warrants to Source as follows:
3.01 Authorization and Enforceability. Xxxxxxxxx has full power and
authority to execute and deliver this Agreement and to perform his obligations
hereunder, no consent of any person not a party to this Agreement is required to
be obtained on the part of Xxxxxxxxx to execute, deliver, and perform his
obligations hereunder; and this Agreement constitutes the legally valid and
binding obligation of Xxxxxxxxx enforceable against him in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable principles
relating to or limiting creditor's rights generally.
3.02 Ownership. Source is the sole owner of the Judgment and no other
person or entity has any claim to, or right to receive any of the proceeds of,
the Judgment. The Judgment is free and clear of all liens and encumbrances,
whatsoever, and Xxxxxxxxx has the full right to settle and release the Judgment
as provided herein.
3.03 Non-Contravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby
(including performance by Xxxxxxxxx) will (a) violate any statute, regulation,
rule, order, decree, charge, or other restriction of any governmental entity to
which Xxxxxxxxx is subject, or (b) conflict with, result in a breach of, or
constitute a default under any arrangement to which Xxxxxxxxx is a party or by
which he is bound or to which any of his assets are subject (or result in the
imposition of any encumbrance upon any of its assets).
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ARTICLE IV.
CERTAIN COVENANTS
4.1 Interim Conduct of Business. From the date hereof until the Closing,
Source shall preserve, protect and maintain the Property and the Assets and
shall operate the Property consistent with prior practice and in the ordinary
course of business.
4.2 Mutual Covenants. The parties mutually covenant and agree, as
applicable, to use reasonable best efforts to obtain promptly the satisfaction
of the conditions to the Closing of the transactions contemplated herein. In
furtherance of the foregoing, the parties hereto agree to use their reasonable
best efforts to (a) file all necessary documentation with the appropriate
authorities as soon as practicable to obtain as soon as possible all consents,
approvals or authorizations required by any authority in order to consummate the
transactions contemplated by this Agreement, (b) take any action reasonably
requested or accept any condition reasonably imposed by any authority in
connection with any such consent, approval or authorization, and (c) resolve any
objection asserted with respect to the transactions contemplated hereby under
any federal or state statute, rule or regulation.
4.3 Certain Taxes and Expenses.
(a) Xxxxxxxxx shall pay all sales, use, transfer, documentary stamp
and other similar taxes and all recording, filing and other fees and costs with
respect to the sale and purchase of the Assets.
(b) Whether or not the transactions contemplated by this Agreement are
consummated, and except as otherwise provided herein, Source and Xxxxxxxxx shall
each bear their respective accounting, legal, financial advisory and other
expenses incurred in connection with the transactions contemplated by this
Agreement.
4.4 Forbearance. Xxxxxxxxx shall, during the Option Period, forbear from
exercising any remedies that he may have against Source or any of its assets or
properties in connection with, or as a result, of the Judgment.
4.5 Release. Effective as of and subject to the Closing, by operation of
this Agreement and without any further action on the part of Source or
Xxxxxxxxx, Xxxxxxxxx and his affiliates (collectively, the "RELEASING PARTY")
hereby do waive, release and discharge Source and its affiliates and past,
present and future officers, directors, shareholders, employees, agents,
successors and assigns (the "RELEASED PARTIES") from any and all any and all
manners of actions, causes of action, suits, debts, liabilities, sums of money,
accounts, covenants, controversies, agreements, promises, damages, judgments,
executions, costs, expenses, rights, claims or demands whatsoever (collectively,
"LIABILITIES") of Source or against Source or arising out of any action or
inaction of Source or its officers, directors, principal shareholders, employees
or agents, at law or in equity, existing at the date thereof, at any time before
the Closing Date, or thereafter arising whether anticipated or unanticipated,
known or unknown, contingent or non-contingent, liquidated or non-liquidated,
that the Releasing Party has had, now has, then has or
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may have against any of the Released Parties, including without limitation, any
and all Liabilities of Source relating to the Judgment.
ARTICLE V.
CONDITIONS PRECEDENT; TERMINATION
5.1 Conditions Precedent to Obligations of Xxxxxxxxx. The obligations of
Xxxxxxxxx to purchase the Assets, assume the Assumed Liabilities and consummate
the other transactions contemplated hereunder are subject to the satisfaction,
as of the Closing Date, of each of the following conditions (any one or more of
which may be waived in whole or in part by Xxxxxxxxx in its sole discretion to
the extent permitted by law):
(a) Performance of Agreements. Source shall have performed or complied
in all material respects with all agreements, covenants and conditions required
by this Agreement to be performed or complied with by it at or prior to the
Closing.
(b) Closing Instruments. Source shall have caused the documents and
instruments required by Section 1.5(b) to be delivered (or tendered subject only
to Closing) to Xxxxxxxxx.
(c) Required Consents. All material consents, approvals,
authorizations, registrations or filings by Source that are required to be
received by Source under the laws or regulations of the United States and any
other authority in order to consummate the transactions contemplated by this
Agreement shall have been obtained.
(d) Injunction; Litigation. No statute, rule or regulation or order of
any court or authority shall be in effect which prohibits the transactions
contemplated by this Agreement.
5.2 Conditions Precedent to Obligations of Source. The obligations of
Source to consummate the transactions contemplated hereunder are subject to the
satisfaction, as of the Closing Date, of each of the following conditions (any
one or more of which may be waived in whole or in part by Source in its sole
discretion, to the extent permitted by law):
(a) Performance of Agreements; Representations and Warranties.
Xxxxxxxxx shall have performed or complied in all material respects with all
agreements, covenants and conditions required by this Agreement to be performed
or complied with by it at or prior to Closing; and the representations and
warranties set forth in this Agreement made by Xxxxxxxxx shall have been true
and correct in all material respects when made and on and as the Closing Date.
(b) Closing Instruments. Xxxxxxxxx shall have caused the documents and
instruments required by Section 1.5(c) to be delivered (or tendered subject only
to Closing) to Source.
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(c) Required Consents. All material consents, approvals,
authorizations, registrations or filings by Xxxxxxxxx that are required to be
received by Xxxxxxxxx under the laws or regulations of the United States and any
other authority in order to consummate the transactions contemplated by this
Agreement shall have been obtained.
(d) Injunction; Litigation. No statute, rule or regulation or order of
any court or authority shall be in effect which prohibits the transactions
contemplated by this Agreement.
5.3 Termination. This Agreement will be terminated, and the transactions
contemplated hereby abandoned, upon termination or abandonment of the Merger
Agreement. If this Agreement is validly terminated pursuant to this Section 5.3,
this Agreement shall forthwith become null and void, and there shall be no
liability or obligation on the part of Source or Xxxxxxxxx or any of their
respective officers, directors, employees, agents, shareholders, members,
managers or other representatives or affiliates.
ARTICLE VI.
INDEMNIFICATION
6.1 Survival. All representations, warranties, covenants and agreements of
Xxxxxxxxx contained in this Agreement, and in any certificate, schedule,
document or other writing delivered pursuant hereto or in connection with the
transactions contemplated herein shall be in all cases deemed to have been
relied upon by Source, and shall survive the Closing; provided that the
representations, warranties, covenants and agreements of Xxxxxxxxx herein shall
be fully effective and enforceable only for a period of 12 months after the
Closing Date, and shall thereafter be of no further force or effect, except that
(i) the indemnification obligations under Section 6.2(b), 6.2(c), and 6.2(d)
shall survive indefinitely, and (ii) any misrepresentation or related warranty
of which Xxxxxxxxx had actual knowledge of its falsity or incorrectness as of
the Closing Date shall survive indefinitely. Additionally, Xxxxxxxxx agrees that
the indemnification obligations set forth in this Article VI shall survive with
respect to any claims made within the applicable survival period until finally
resolved or judicially determined, including any appeal thereof. The
representations, warranties, covenants and agreements contained in this
Agreement or any certificate, schedule, document or other writing delivered
pursuant hereto, shall not be affected by any investigation, verification or
examination by Source or by any other person.
6.2 Indemnification of Source. From and after the Closing, Xxxxxxxxx agrees
to indemnify, defend and save Source and its directors, officers, employees,
owners, agents and affiliates and their successors and assigns or heirs and
personal representatives, as the case may be (each, a "SOURCE INDEMNIFIED
PARTY") harmless from and against, and to promptly pay to a Source Indemnified
Party or reimburse a Source Indemnified Party for, any and all losses, damages,
expenses (including, without limitation, court costs, amounts paid in
settlement, judgments, reasonable attorneys' fees or other expenses for
investigating and defending, including, without limitation, those arising out of
the enforcement of this Agreement), suits, actions, claims, deficiencies,
liabilities or obligations sustained or incurred by such Source Indemnified
Party relating to, caused by or resulting from:
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(a) Any breach or inaccuracy of any representation or warranty made by
Xxxxxxxxx contained herein or in any certificate, schedule, document or other
writing delivered by Xxxxxxxxx pursuant hereto;
(b) Any breach of, or failure to fulfill or satisfy, any covenant or
agreement made by Xxxxxxxxx contained herein or in any certificate, schedule,
document or other writing delivered by Xxxxxxxxx pursuant hereto;
(c) Any liability for third-party causes of action arising from the
ownership, use, or any other activity or event related to the Property or the
Assets by Source prior to the Closing Date or Xxxxxxxxx from and including the
Closing Date, whether known or unknown, fixed or contingent; or
(d) The Assumed Liabilities.
6.3 Indemnification Procedure. In the event that subsequent to the Closing
any Source Indemnified Party (each, an "INDEMNIFIED PARTY") has a claim with
respect to which Xxxxxxxxx (the "INDEMNIFYING PARTY") required to provide
indemnification under this Agreement, the Indemnified Party shall promptly give
written notice, together with a statement of any available information regarding
such claim, to the Indemnifying Party. In the event that the claim for
indemnification is based on the assertion of a claim by a third party, the
Indemnifying Party shall have the right to assume responsibility for the defense
of such claim, provided it promptly agrees that it has responsibility to
indemnify the Indemnified Party with respect to such claim. In such event, the
Indemnifying Party shall have full authority to defend or settle such claim,
provided that any settlement shall require the consent of the Indemnified Party,
which consent shall not be withheld unreasonably.
ARTICLE VII.
MISCELLANEOUS
7.1 Notices. Any notice, request, demand, waiver, consent, approval or
other communication which is required or permitted to be given to any party
hereunder shall be in writing and shall be deemed given only if delivered to the
party personally or sent to the party by telecopy, telegram (followed by hard
copy sent by registered or certified mail) or by registered or certified mail
(return receipt requested) with postage and registration or certification fees
thereon prepaid, addressed to the party at its address set forth below:
If to Source:
Source Energy Corporation
Attn: Xxxxx Xxxxxxxxx, President
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxx, XX 00000
Fax: (000) 000-0000
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If to Xxxxxxxxx:
Xxxxx Xxxxxxxxx, President
0000 Xxxxxxx Xxxxxx Xxxx
Xxxxx, XX 00000
Fax: (000) 000-0000
7.2 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
7.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of Utah, without giving effect to the
conflict of laws provisions thereof.
7.5 Construction; Interpretation; Severability. The parties hereby agree
that any rule of law or any legal decision that would require interpretation of
any claimed ambiguities in this Agreement against the party that drafted it has
no application and is expressly waived. If any provision, clause or part of this
Agreement, or the application thereof under certain circumstances, is held
invalid, the remainder of this Agreement, or the application of such provision,
clause or part under other circumstances, shall not be affected thereby.
7.6 Further Assurances. Each party shall cooperate and take such action as
may be reasonably requested by the other party in order to carry out the
provisions and purposes of this Agreement and the transactions contemplated
hereby.
7.7 Counterparts and Headings. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument. The headings preceding the text of
the sections and subsections hereof are inserted solely for convenience of
reference, and shall not constitute a part of this Agreement nor shall they
affect its meaning, construction or effect. Section, subsection and clause
references contained herein refer to those contained in this Agreement unless
otherwise specified.
7.8 Facsimile Signature. A signature sent by telecopy or facsimile
transmission shall be as valid and binding upon the party as an original
signature of such party.
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IN WITNESS WHEREOF, Source and Xxxxxxxxx have executed this Agreement,
Source by its duly authorized representative, on the day and year first written
above.
SOURCE:
SOURCE ENERGY CORPORATION
By:
---------------------------------
Xxxxx Xxxxxxxxx, President
XXXXXXXXX:
-------------------------------------
Xxxxx Xxxxxxxxx
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EXHIBIT A
XXXX OF SALE, ASSIGNMENT
AND GENERAL CONVEYANCE
STATE OF )
: ss
COUNTY OF )
KNOW ALL MEN BY THESE PRESENTS:
This Xxxx of Sale, Assignment and General Conveyance ("ASSIGNMENT") is
executed and delivered on ____________________, 2005 from Source Energy
Corporation, a Utah corporation, ("SOURCE") to Xxxxx Xxxxxxxxx ("XXXXXXXXX").
WITNESSETH:
WHEREAS, Pursuant to the terms and conditions of the Lease Option Agreement
between the parties dated November ___, 2005 (the "AGREEMENT") Source is selling
to Xxxxxxxxx, and Xxxxxxxxx is purchasing from Source, certain assets of Source
listed on Exhibit "A" hereto (which represents the "Acquired Assets" as defined
in the Agreement);
NOW, THEREFORE, for good and valuable consideration described in the
Agreement, the receipt, adequacy and sufficiency of which are hereby
acknowledged, and of the premises, mutual covenants, and agreements of the
Parties:
1. CONVEYANCE AND DELIVERY. Effective as of the Closing, Source does hereby
convey, grant, bargain, sell, transfer, set over, assign, deliver, and release
unto Xxxxxxxxx and Carpenter's successors and assigns to have and hold forever,
good and marketable title to the Acquired Assets, all as listed and described in
the Agreement and Exhibit "A" hereto.
2. TITLE TO THE ACQUIRED ASSETS. Source hereby represents and warrants that
Source has all requisite power and authority to sell, transfer, convey, and
deliver the Acquired Assets to Xxxxxxxxx pursuant to this instrument of
conveyance.
3. CONDITION OF THE ACQUIRED ASSETS. The Acquired Assets are being sold
pursuant to this Assignment in their respective "as is, where is" condition
without any representation, warranty, whether express or implied, except as set
forth the Agreement.
4. FURTHER ASSURANCES. Source agrees to execute and deliver to Xxxxxxxxx
any certificates, instruments, releases, and other documents reasonably required
to further assure Xxxxxxxxx with respect to, and provide Xxxxxxxxx evidence of
its full right, title, and interest in and to, the Acquired Assets.
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5. DEFINITIONS. This Assignment is subject to all the terms and conditions
of the Agreement. All defined terms in the Agreement and on Exhibit A attached
hereto have the same meaning herein as set forth in the Agreement.
IN WITNESS WHEREOF, this Assignment and General Conveyance has been duly
executed and delivered on the ____ day of _________________ 2005.
SOURCE ENERGY CORPORATION
By
-------------------------------------
Duly Authorized Officer
Before me, the undersigned, a Notary Public, in and for said County and
State, on this ___ day of _______________ 2005, personally appeared
_______________________________, to me known to be the identical person who
subscribed the name of Source Energy Corporation to the foregoing instrument by
authority of its board of directors and acknowledged to me that he/she executed
the same as the act and deed of each said corporation by authority of its board
of directors.
----------------------------------------
Notary Public
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EXHIBIT "A" TO
XXXX OF SALE, ASSIGNMENT
AND GENERAL CONVEYANCE
ACQUIRED ASSETS
All of Source's right, title and interest in and to the following assets
and properties:
(a) all of the Property;
(b) all pipe, equipment, machinery, and fixtures owned by Source and used
by Source in operating the oil well on the Property;
(c) all of the Accounts Receivable;
(d) all of the Property Interests;
(e) all of the Contracts;
(f) all of the Permits;
(g) all registered, licensed, used and/or owned intellectual property,
including, without limitation, (i) all such trademarks, trade names (including
the names "Source Energy" and "Xxxxxx Energy" or any derivative thereof,
including but not limited to "Xxxxxx Energy Technology"), trade styles, logos,
service marks, Internet domain names and websites and all applications and
registrations therefor and licenses thereof; and (ii) all such technical,
processing, or production information, including new developments, inventions,
know-how, processes, ideas and trade secrets and documentation thereof
(including related papers, logs, production data, diaries, notebooks,
specifications, methods, and data processing software) and all claims and rights
related thereto;
(h) all of the Bonds;
(i) all claims, causes of action and other rights related to the Property
for the period prior to the Closing;
(j) all documents and records relating to the Assets (including historical
production data, research and geological reports and studies, reserve reports,
engineering reports and studies, and cost or operating studies and reports);
(k) except as set forth in Section 1.2(b), all accounting books, records,
ledgers and electronic data processing materials or copies thereof;
(l) all prepaid expenses and deferred charges to the extent the
corresponding obligations constitute Assumed Liabilities; and
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(m) all other assets, properties, rights and claims related to the
operations of the Property or which arise in or from the conduct thereof;
provided, however, that the Assets shall not include any of the Excluded Assets.
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EXHIBIT B
ASSUMPTION OF LIABILITIES
KNOW ALL MEN BY THESE PRESENTS:
This Assumption of Liabilities is executed and delivered on _____________,
2005, from Xxxxx Xxxxxxxxx ("XXXXXXXXX") to Source Energy Corporation, a Utah
corporation ("SOURCE").
WITNESSETH:
WHEREAS, Source is selling to Xxxxxxxxx, and Xxxxxxxxx is purchasing from
Source, certain assets of Source pursuant to the terms and conditions of the
Lease Option Agreement between the parties dated November __, 2005 (the
"AGREEMENT"), and Xxxxxxxxx has agreed to assume certain liabilities of Source
in connection therewith ("ASSUMED LIABILITIES");
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements of the parties herein contained, and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged:
1. ASSUMPTION. Source hereby assigns and transfers to Xxxxxxxxx, and
Xxxxxxxxx hereby assumes from Source, the Contracts and such of the Permits as
are transferable under applicable law and in accordance with the terms thereof
and Xxxxxxxxx assumes and agrees to discharge and satisfy in full when due
and/or perform in a timely manner the obligations of Source arising after the
Closing Date under the Contracts and Permits from and after the first day of the
calendar month in which the Closing occurs
2. FURTHER ASSURANCES. Xxxxxxxxx agrees to execute and deliver to Source
any certificates, instruments, and other documents reasonably required to
further assure Source with respect to, and provide Source evidence of,
Xxxxxxxxx'x assumption of the liabilities and obligations provided for herein
and in the Agreement.
3. AUTHORITY. Xxxxxxxxx has all requisite power and authority to assume the
Assumed Liabilities pursuant to this instrument.
4. DEFINITIONS. This Assumption of Liabilities is subject to all the terms
and conditions of the Agreement. All defined terms in the Agreement have the
same meaning herein as set forth in the Agreement.
IN WITNESS WHEREOF, this Assumption of Liabilities has been duly executed
and delivered on the ___ day of _______________ 2005.
SOURCE ENERGY CORPORATION
By:
------------------------------------
Duly Authorized Officer
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