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EXHIBIT 10
DEFINITIVE AGREEMENT BY AND BETWEEN LBI PROPERTIES, INC. AND
AMERIRESOURCES TECHNOLOGIES, INC.
This Agreement ("Agreement") made as of this day, is by and between LBI
Properties, Inc. a Florida Corporation ("Seller"), and AmeriResource
Technologies, Inc. A Delaware Corporation ("Purchaser").
INTRODUCTION
WHEREAS, LBI Properties, Inc. believes it to be in the best interests
of its shareholders who own 5,275,240 shares (which represents all of the issued
outstanding) of the authorized and issued Common Stock of West Texas Real Estate
& Resources, Inc., to sell these shares to AmeriResource Technologies, Inc., and
WHEREAS, AmeriResource Technologies, Inc. Believes it will be
beneficial to its business, and to its shareholders, to acquire the 5,275,240
shares of the authorized and issued shares of West Texas Real Estate &
Resources, Inc.
ARTICLE 1
SALE
1.01 Seller agrees to sell, convey, transfer, assign and deliver to
Purchaser, and Purchaser agrees to purchases or accept from Seller,
Five Thousand, Two Hundred Forty (5,275,240) shares of the authorized
and issued Common Stock of West Texas Real Estate & Resources, Inc.
West Texas Real Estate & Resources Inc. is the current owner and holder
of an oil and gas lease covering 200 acres of the property listed on
Exhibit "A" attached hereto.
Consideration
1.02 In consideration of the sale and transfer of the 5,275,240
shares of West Texas Real Estate & Resources, Inc., and the
representations, warranties and covenants of Seller set forth
in this Agreement, Purchaser shall issue to Seller, or it
nominees, a Promissory Note in the amount of One Million Seven
Hundred Thousand Dollars ($1,700,000) payable to LBI
Properties, Inc. and/or its assigns and/or nominees. If the
Promissory Note is not satisfied within tow years, the
Purchaser may convert the Note into common stock at the then
current market price.
Covenants
1.03 Purchaser and Seller further agree as follows:
(a) Seller shall have the right to (a) Seller shall have
the right to repurchase 100% of West Texas Real
Estate & Resources, Inc. for $2,000,000 in cash
and/or publicly traded securities for a period of 120
days from the date of the Agreement.
Appraisal & Valuation
1.04 The appraisal of the oil, gas and mineral lease held by West
Texas Real Estate & Resources, Inc., is stated to be
$10,550,481.00 USD as verified by certificate petroleum
geologists.
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Closing
1.05 The parties agree to use their best efforts to consummate the
closing of this transaction ("Closing"). The closing shall
take place within the offices of the Seller and Purchaser and
finalized with the exchange of the requested or required
documents as soon as practical ("Closing Date"). Such Closing
will be subject to the delivery and acceptance by purchaser of
all documents including, but not limited to the geological
report, the lease, financial statements and any other
documents deemed necessary by purchaser.
ARTICLE II
SELLER REPRESENTATION AND WARRANTIES
Seller hereby represents and warrants to Purchaser that the
following facts and circumstances are true and correct:
Organization
2.01 Seller is a corporation duly organized, validly existing and
is good standing under the laws of the State of Florida.
Seller has all requisite power and authority (corporate and,
when applicable, government) to own, operate, and carry on its
business as now being conducted.
Ownership of Assets
2.02 Seller is the sole owner of the 5,275,240 shares of West Texas
Real Estate & Resources, Inc. with full right to sell or
dispose of the shares as Seller may choose.
Laws and Regulations
2.03 Seller is not in default or in violation of any law,
regulation, court order, or order of any federal, state,
municipal, foreign, or other government department, board,
bureau, agency, or instrumentally, wherever located, that xxxx
materially adversely affect this agreement or future
prospects.
Authority
2.04 Seller has full power and authority to execute, deliver,
and/or consummate this Agreement. All reports and returns
required to be filed with any government and regulatory agency
with respect to this transaction have been or will be properly
filed. Except as otherwise disclosed in this Agreement, no
notice to or approval by any other person, form or equity,
including governmental authorities is required of Seller to
consummate the transaction contemplated by this Agreement.
Full Disclosure
2.05 No representation or covenant made to Purchaser in this
Agreement not any document, certificate, exhibit, or other
information given or delivered to Purchaser pursuant to this
Agreement contains or will contain any untrue statement of a
material fact, or omits or will omit a material fact necessary
to make the statements contained in this Agreement or the
matters disclosed in this
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Agreement or the matters disclosed in the related documents,
certificates, information, or exhibits not misleading, except
as otherwise stated herein.
ARTICLE III
PURCHASER REPRESENTATION AND WARRANTIES
Purchaser hereby represents and warrants to Seller that the following
facts and circumstances are true and correct:
Organization
3.01 Purchaser is a corporation validly existing and in good
standing under the laws of the State of Delaware. Purchaser
has all requisite power and authority (corporate and, when
applicable, government) to own, operate, and carry on its
business as now being conducted.
Ownership of Stock
3.02 Purchaser is the sole owner of its stock listed in this
Agreement with full right to sell or dispose of it as
Purchaser may choose.
Laws and Regulations
3.03 Purchaser is not in default or in violation of any law,
regulation, court order, or order of any federal, state,
municipal, foreign, or other government department, board,
bureau, agency, or instrumentality, wherever located, that
would materially adversely affect this agreement or future
prospects.
Authority
3.04 Purchaser has full power and authority to execute, deliver,
and/or consummate this Agreement. All reports and returns
required to be filed with any government and regulatory agency
with respect to this transaction have been or will be properly
filed. Except as otherwise disclosed in this Agreement, no
notice to or approval by any other person, form or entity,
including governmental authorities is required of Purchaser to
consummate the transaction contemplated by the Agreement.
Full Disclosure
3.05 No representation or covenant made to Seller in this Agreement
nor any document, certificate, exhibit, or other information
given or delivered to Seller pursuant to this Agreement
contains or will contain any untrue statement of a material
fact, or will omit a material fact necessary to make the
statements contained in this Agreement or the matters
disclosed in the related document, certificates, information,
or exhibits not misleading, except as otherwise stated herein.
ARTICLE IV
COVENANTS
Seller covenants with Purchaser and Purchaser covenants with Seller,
that from and after the date of the Agreement, Seller and Purchaser will:
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Resist Brokers
4.01 Assist and cooperate with Purchaser of Seller in resisting any
claim of any broker, investment banker, or third party for any
brokerage fee, finder's fee, or commission against Purchaser
or Seller in connection with the transactions contemplated by
this Agreement.
Obtain Consents
4.02 As soon as reasonably practical after the execution of this
Agreement, obtain and furnish the written consents of all
entities necessary to approve this sale, if required or deemed
necessary by Purchaser or Seller.
ARTICLE V
PARTIES OBLIGATION AT THE CLOSING
Seller's Obligation at The Closing
5.01 At the Closing, Seller shall transfer to Purchaser 5,275,240
shares of the authorized and issued Common Stock of West Texas
Real Estate & Resources, Inc.
5.02 At the Closing, Purchaser shall issue to Seller, or its
nominees, against delivery of the assets specified in the
Agreement a Promissory Note in the amount of One Million Seven
Hundred Thousand Dollars ($1,700,00) payable to LBI
Properties, Inc., and/or its assigns and/or nominees. If the
Promissory Note is not satisfied within two years, the
Purchaser may convert the Note into common stock at the then
current market price.
Effective Date
5.03 This Agreement shall become effective, upon execution by
authorized, witnessed, signatures of Constituents.
Counterparts
5.04 This Agreement may be executed in one or more counterparts,
each of which shall constitute one and the same instrument.
This document may be executed by the Constituents, utilizing
facsimile transmission to bind this Agreement, and it shall be
as legally binding as though executed in hard copy.
ARTICLE VI
INDEMNIFICATION
Covenant to Indemnify and Hold Harmless
6.01 Purchaser covenants and agrees to indemnify, defead and hold
harmless Seller from and against any and all claims, suits,
losses, judgments, damages, and liabilities including any
investigation, legal and other expenses incurred in connection
with and any amount paid in settlement of any claim, action,
suit, or proceeding (collectively called "Losses"), other than
Losses disclosed in this Agreement, to which Seller may become
subject, if such Losses arise out of or are
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based upon any facts and circumstances (or alleged facts and
circumstances) that could result in or give rise to a
misrepresentation, breach of warranty, or breach of covenant
by Purchaser to Seller in this Agreement. This right to
indemnification is in addition to any other right available to
Seller, including the right to xxx Purchaser for
misrepresentation, breach of warranty, or breach of covenant
under this Agreement.
ARTICLE VII
GENERAL PROVISIONS
7.01 The representation covenants, and agreements of the parties
contained in this Agreement or contained in any writing
delivered pursuant to this Agreement shall survive the Closing
Date.
Notices
7.02 All notices that are required or that may be given pursuant to
the terms of this Agreement shall be in writing and shall be
sufficient in all respects if given in writing and delivered
personally or by registered or certified mail, return receipt
requested, postage prepaid as follows:
If to Seller: Xxxxx Xxxxx
00000 Xxxx Xxxxxx Xx, Xxx. 000
Xxxxx Xxxxxxx, XX 00000
If Purchaser: Xxxxxx Xxxxxxx
0000 Xxxxx Xxxx. Xxx. 0
Xxx Xxxxx, XX 00000
Assignment
7.03 This Agreement shall be binding on and inure to the benefit of
the parties to this Agreement and their respective successors
and permitted assigns. This Agreement may not be assigned by
any other party without the written consent of all parties,
and any attempt to make an assignment without consent is void.
Governing Law
7.04 This Agreement shall be construed and governed by the laws of
the State of Flordia. Venue shall be in Broward County,
Flordia.
Amendments; Waiver
7.05 This Agreement may be amended only in writing by the mutual
consent of all of the parties, evidenced by all necessary and
proper corporate authority. No waiver of any provision of this
Agreement shall arise from any action or inaction of any
party, except an instrument in writing expressly waiving the
provision executed by the party entitled to the benefit of the
provision.
Non-Waiver
7.06 The failure of any constituent to this Agreement, to insist in
any one or more cases upon the performance by another
Constituent, of any of the provisions, terms or conditions of
this Agreement, or to fail to exercise any option herein
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contained, shall not be construed as a waiver or
relinquishment of any other provision, term or condition of
this Agreement. No waiver by a Consultant of a breach by the
other Constituent shall be construed as a waiver with respect
to any other subsequent breach.
Captions and Headings
7.07 The Article and paragraph headings throughout this Agreement
are for convenience and reference only and shall not define,
limit, or add to the meaning of any provision of this
Agreement
Mutual Consideration
7.08 The Constituents hereto shall cooperate with each other to
achieve the mutually desired purpose of this Agreement and
shall execute such other and further documents and take such
other and further actions as may be necessary or convenient to
successfully accomplish the intention of the transaction
described herein, for the best interest of each of the
Constituent Companies.
Exhibits
7.07 Any exhibit referred to in this Agreement, but not currently
available, shall be provided at the earliest possible date.
The representations by the Constituents hereto, of this
Agreement, and in any Attachments or Addendum hereto, shall
survive the Effective Date hereof, and shall supersede any and
all prior agreements and understandings if any between the
Constituent Companies, and subsequent to the Effective Date of
this Agreement, can only be modified by resolutions ratified
by the Boards of Directors of each of the Constituent
Companies, or by vote of shareholders carrying the right to
vote a majority of the controlling shares of the parent
corporation.
SIGNED on the dates below to be effective the 13th day of July, 2000
Seller:
LBI Properties, Inc.
Date: July 13, 2000 By: /s/ X.X. XXXXX
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(Signature)
X. X. Xxxxx, President
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(Printed name and title)
Purchaser:
AmeriResource Technologies, Inc.
Date: July 13, 2000 By: /s/ XXXXXX XXXXXXX
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(Signature)
Xxxxxx X. Xxxxxxx, Chairman & CEO
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(Printed name & title)
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PROMISSORY NOTE
$1,700,000 JULY 13, 2000
FOR VALUE RECEIVED, the undersigned promises to pay to the order of LBI
Properties Inc., a Corporation at 00000 X. Xxxxxx Xx., Xxxxx 000, X xxxx
Xxxxxxx, XX 00000 or at such other place as the legal holder hereof may
designate in writing, the sum of One Million Seven Hundred Thousand Dollars
($1,700,000), together with interest from the date of this Note until paid at
the rate of seven and one-half percent (7 1/2%) per annum.
Any payment made shall first be applied to the interest accrued, and the balance
shall be applied to the principal of the Note. The holder hereof, without notice
and without releasing the liability of any party hereto, may grant extensions or
renewals hereof from time to time, successively or otherwise and for any term or
terms, add or relate one or more parties hereto, acquire security, or release
any security in whole or in part, and the legal holder hereof shall not be
liable for or prejudiced by failure to collect the payment of the Note or any
guaranty of this Note or for lack of diligence in bring suite on this Note or
any renewal or extension hereof.
The undersigned waives protest, demand, presentment for payment, and
notice of protest and nonpayment of this Note. If this Note is placed with an
attorney for collection upon default, the undersigned agrees to pay reasonable
attorney's fees and court costs.
COVENANTS
a) ASSIGNMENTS - LBI Properties, Inc. may assign, sell and/or transfer
this note at anytime without notice.
b) PAYMENTS - the undersigned may Convert this Note into common stock of
Amerisource Technologies Inc in two (2) years from the date above.
c) SECURITY - THIS Note shall be secured by the Five Million Two Hundred
and Seventy-Five Two Hundred forty (5,275,240) shares of West Texas
Real Estate and Resources, Inc acquired by the undersigned though the
issuance and execution of this Note.
This Note is to be governed by and construed in accordance with laws of
the State of Florida.
IN WITNESS WHEREOF the undersigned maker has executed and prepared this
Promissory Note this ____ day of July, 2000.
AMERIRESOURCE TECHNOLOGIES INC
By: /s/ XXXXXX X. XXXXXXX
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(Signature)
Xxxxxx X. Xxxxxxx, President
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(Printed name and title)
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