AGREEMENT
Effective
Date: On Signature Page
Dear
“Buyer”:
When accepted
by you, by your execution below, this will evidence the agreement (“Agreement”)
between you, as the “Buyer” (the Buyer is “XXXXXXXXX HOLDINGS LTD.) and ROCKOIL
ENERGY OF TEXAS, INC., a Texas corporation, as the “Company” or “Seller,” for
the acquisition by Buyer of an undivided working interest in certain South Texas
Re-Entry Prospects located in either Dewitt, Karnes, Lavaca, or Victoria
Counties on a “turnkey” basis and further described on a well by well basis on
Exhibit A hereto or to be added by written agreement of the Buyer and Seller all
as provided below.
Buyer and
Seller agree as follows:
1. Property.
Seller is
the present holder of certain leasehold interests in Oil and Gas leases. These
leases contain abandoned wellbores viable for the purpose of re-entry and are
presented as a “Group.” (the “Group”). The Group is more particularly identified
on Exhibit
“A” attached
hereto and incorporated by reference. Seller is and will remain the owner of all
of the personal property, improvements, lease, well equipment, easements,
permits, licenses, servitudes and rights-of-way, if any (including, but not by
way of limitation, if any, all units, casing, tubing, tanks, boilers,
separators, buildings, fixtures, machinery, injection facilities, salt water
disposal facilities, compression facilities and other equipment, processing
plants, gathering systems, pipelines, power lines, telephone and telegraph
lines, roads and other appurtenances and easements) situated upon or used or
useful or held for future use in connection with the exploration, development or
operation or maintenance of the Group, with the initial property to be a three
well program under Exhibit A (the “Property” or “Personal Property”).
2. Purchase
Price, Interests Acquired (Turnkey) and Distribution. A.
Purchase
Price. The Buyer
shall pay the sum of $2,550,000 (“Purchase Price”) to Seller for each three
xxxxx pursued within the Group. Payment will be made in whole or part following
the date of this Agreement with full payment as soon as possible. Seller will
commence to use all such payments from Buyer for the operations that are the
subject hereof notwithstanding less than full payment by the Buyer (in the event
that Buyer fails to pay the full price by August 1, 2005, Seller will allocate a
pro rata portion of what Buyer would otherwise obtain less any consideration,
determined by Seller, for the resulting disruption in the business plan given
less than full payment by the Buyer). All figures are in U.S. dollars and any
payment remitted to the Seller must be done via a U.S. banking institution.
Purchase Price is non-refundable.
B.
Interests
Acquired (Turnkey). In
consideration of the Purchase Price, Seller will be given a Working Interest,
subject to this Agreement, in what are intended to eventually be three
commercially producing oil and or gas xxxxx within the Group on what is called a
“turnkey” basis (turnkey meaning that any costs Seller encounters to complete
the three well reworks, beyond the $2,550,000, will be the responsibility of
Seller, and Buyer will not need to advance additional monies). While Seller
cannot guarantee the timing or attaining of commercial production, given there
are a multitude of factors beyond Seller’s control, Seller will endeavor using
best efforts to develop such production on an expedited basis.
C.
Distributions.
The
Working Interests entitle the Buyer to distributions from available “net
revenues” of the commercial production, this being the entitlement of the Buyer
under this Agreement in consideration for the Purchase Price. Distribution will
occur and be subject to the following. As to payment from each dollar in “net
revenues” (defined below) from any one or more of the xxxxx operated within the
Group, the parties agree that the following shall control distribution: Seller
will first retain and allocate and pay 30% of the balance for both Property and
Seller operational royalties and taxes payables and related charges and
expenses, then 5% of the then remaining balance will be paid to a New York
business consultant to the parties as contracted by Seller, then from the
balance, a payment towards a monthly “Hold Back,” into an account established by
Seller (defined below), and, then the remaining proceeds will be allocated and
paid 25% to Seller and 75% to Buyer.
D.
Misc.
(i)
Payments will be in U.S. dollars.
(ii) Net
revenues shall be gross revenue from oil and gas and condensate sales generated
by the well operations identified under Exhibit A, less transportation, storage,
sales commissions and other customary deductions from gross resulting in the
figure for “net revenues.”
(iii) The
Hold Back, which will be deducted as stated above, will be the total sum of
$10,000 each month of commercial production, which will be placed in a
designated bank account by Seller to be drawn down to facilitate potential
future rework costs as to the subject Group, as needed, which monies will be
reviewed annually by Seller as operator to determine whether same should be
retained for reworks or considered as distributable under this Agreement (so
that the unused amount not retained for future reworks will be distributed to
Seller and Buyer per the existing interest percentages as of date of release by
Seller for distribution). Therefore, if at the end of each year following
commercial production as to a well, the Seller concludes the Hold Back is not
committed for or reasonably projected to be used for expenditures, it will be
released to Seller and Buyer.
(iv)
Monies due to Buyer per this Agreement will be paid within 30 business days
following the financial quarter of accrual from receipts of gross revenues.
Monthly statements summarizing subject Property financial activity will be
supplied to Buyer.
3. Reworking
Operations and Certain Reports. A.
Seller
agrees to rework the Group or Group part selected to complete, or recomplete,
xxxxx in the Zone of Interest, as more fully described under Exhibit A attached
hereto and incorporated by reference herein (the “Reworking Operations”). Seller
will use the net proceeds of the Purchase Price to execute the Reworking
Operations focusing on the Exhibit A zones, expending the proceeds as it
determines. If the first zone of interest targeted by Seller for the rework
fails to produce commercially, a second zone in the same wellbore will be
selected and tried by the Seller, at no cost to the Buyer. Seller will, on a
best efforts basis, act to produce three commercially performing xxxxx within
the Group. Seller will have full control as to Reworking Operations except as
described herein. Seller is, notwithstanding anything, sole operator. Seller,
based upon the intent and wish to achieve commercial production subject to the
provisions of this Agreement, agrees and represents that: it will continue its
operations, and not cease or abandon business operations or terminate its
existence as a business operation or corporation, while performing under this
Agreement, for any bad faith purpose such as avoiding the performance due from
Seller hereunder, and also Seller will not act in bad faith in treating minor or
nominal production as having met the goal of commercial production and Seller
also will not act in bad faith in intentionally abandoning a well zone on the
argument or basis that Seller tried and failed when in reality Seller could have
undertaken more focused efforts to pursue production from the zone. Note that
Seller has the right to modify its plans, from time to time, but only as deemed
necessary by Seller, for the purposes of accomplishing the project.
B. Seller
will supply Buyer with weekly progress reports on an informal basis, more
comprehensive monthly reports, and highly detailed quarterly reports including
financial figures.
C. Full
geological reports and estimated reserve reports will be made available to
Buyer.
4.
Additional
Xxxxx. Seller
will continue to update Buyer with area developments and production statistics
as requested during and the validity of this Agreement as to the Property and
other opportunities made available by Seller since it is contemplated Buyer may
purchase, as to additional properties beyond Exhibit A, additional Working
Interests which will be priced on a per prospect basis and working interest
terms and other terms as set forth herein, potentially, without guarantee, of up
to $50 million in additional purchase payments to Seller. In this regard, as the
parties will confirm by amendment to
this
Agreement, the terms hereof will apply to said additional pursuits. The
potential gas xxxxx for each additional project will be discussed and agreed by
both parties. Full geological reports and estimated reserve reports will be made
available prior to concluding the choices. Xxxxx will be selected by Buyer from
those available in the XxXxxx county area and available from Seller’s portfolio
of leases containing xxxxx. Xxxxx with the highest estimates at the time will be
chosen in conjunction with the recommendation from Seller in respect of ease of
operation. This paragraph relates to potential future prospects.
5.
Transfer
by Buyer.
Following execution of this Agreement, upon payment of the Purchase Price, in
whole or part, it will be deemed that Buyer was transferred that portion of the
Working Interest above, based upon a total Purchase Price due of $2,550,000 for
the interests stated, but only to the extent so paid by the Buyer. Buyer has the
right to transfer its future expected return or distribution as stated below in
the Section titled, “Assignment
and Third Parties Dealing With Buyer.”
Notwithstanding this Section or the referenced section or anything whatsoever,
Seller will deal exclusively with Buyer and not contact any third party dealing
with Buyer, as detailed below.
6. Operations
and Independent Relationship. The
parties acknowledge they are independent from one another, each responsible for
taxes, compliance with laws, and independent operations, with Seller to be
responsible for operation of the business discussed herein. This Agreement does
not create an exclusive relationship, partnership, or other relationship in that
the Seller and Buyer are permitted to conduct business independent of one
another.
7. Access
to Information. Upon
execution of this Agreement, Seller shall provide Buyer access to and the right
to copy all leases, assignments of lease, title opinions, abstracts of title and
other title information in Seller’s possession with respect to the
Property.
8. Representations
and Warranties of Buyer. Buyer
represents and warrants to Seller as follows:
(a) Buyer
is duly organized, validly existing and in good standing under the laws of its
incorporation or creation, and is duly qualified to carry on its business in all
jurisdictions in which it is conducting business.
(b) (i)
Buyer has all requisite power and authority to carry on business as presently
conducted, to enter this Agreement, and to perform obligations under this
Agreement.
(ii)
The consummation of the transactions contemplated by this Agreement will not
violate, nor be in conflict with, if Buyer is an organization, any provision of
Buyer’s
charter,
bylaws or governing documents.
(iii) The consummation of the transactions contemplated by this Agreement will
not violate, nor be in conflict with, any agreement or instrument to which Buyer
is a party or is
bound, or any judgment, decree, order, statute, rule or regulation applicable to
Buyer.
(c) The
execution, delivery and performance of this Agreement and the transactions
contemplated hereby have been duly and validly authorized by all requisite
action or the part of Buyer.
9. Representations
and Warranties of Seller. Seller
represents and warrants to Buyer as follows:
(a) Seller is
a Texas corporation duly organized, validly existing and in good standing under
the laws of the State of Texas, and is duly qualified to carry on its business
in all jurisdictions in which it is conducting business.
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(b)
Seller has all requisite power and authority to carry on business as
presently conducted, to enter this Agreement, and to perform obligations
under this Agreement. The consummation of the transactions contemplated by
this Agreement will not violate, nor be in conflict with, any provision of
Seller’s charter, bylaws or governing documents, or any agreement or
instrument to which Seller is a party or is bound, or any judgment,
decree, order, statute, rule or regulation applicable to
Seller |
(c) To
Seller's best of knowledge and belief, all leases applicable to the Units and
Units are in full force and effect and are valid and subsisting.
(d) To
Seller's best of knowledge, all laws, rules, regulations, ordinances and orders
of all local, tribal, state and federal governmental bodies, authorities and
agencies having jurisdiction over the Property have been complied with,
including without limitation, environmental laws, rules, regulations, ordinances
and orders.
10. Indemnification.
A. Seller
shall be responsible for, shall pay on a current basis, and shall indemnify,
save, hold harmless, discharge and release Buyer, and affiliates, successors
and, permitted assignees, and, if any, respective stockholders, directors,
officers, employees, agents and representatives (collectively, “Seller
Indemnified Parties”) from and against any and all claims, costs, expenses and
liabilities (including reasonable attorneys fees and the fees of expert
witnesses) asserted by others against Seller Indemnified Parties arising from,
based upon, related to or associated with (a) any act or omission by Seller
involving or relating to the Property, including, without limitation, those
related to known violations of or non-compliance with environmental laws, rules,
regulations, ordinances or orders which relate to the
condition
of the Properties and (b) the fees of any brokers' or finders' fees or
commissions arising with respect to brokers or finders both retained or engaged
by Seller and resulting from or relating to the transactions contemplated in
this Agreement.
B. Buyer
shall be responsible for, shall pay on a current basis, and shall indemnify,
save, hold harmless, discharge and release Seller, and affiliates, successors
and, permitted assignees, and, if any, respective stockholders, directors,
officers, employees, agents and representatives (collectively, “Buyer
Indemnified Parties”) from and against any and all claims, costs, expenses and
liabilities (including reasonable attorneys fees and the fees of expert
witnesses) asserted by others against Buyer Indemnified Parties arising from,
based upon, related to or associated with (a) any act or omission by Buyer
involving or relating to its business, including, without limitation, those
related to known violations of or non-compliance with laws, rules, regulations,
ordinances or orders and (b) any payments owed by the Buyer to third parties.
11.
Securities
Laws and Regulations.
The
Seller requires the Buyer confirm certain representations and agreements
relating to the concern that the subject of this Agreement, offer and sale of
Working Interests to a sophisticated person(s), is satisfied, and therefore the
Buyer hereby represents and agrees:
(i) The
undersigned has received and carefully reviewed this Agreement and the document
titled Offer and Agreement by the Seller which accompanies it, and the
undersigned has not been furnished with any other materials or literature
relating to the Company or the purchase discussed herein not made apart
hereof;
(ii) The
undersigned has had a reasonable opportunity to ask questions of and receive
answers from the Seller concerning the Seller and the subject, and all such
questions, if any, have been answered to the full satisfaction of the
undersigned;
(iii) The
undersigned has such knowledge and expertise in financial and business matters
such that the undersigned is capable of evaluating the merits and risks involved
in a purchase of the Working Interests;
(iv) The
information delivered by the undersigned to the Seller about the Buyer is true,
complete and correct in all material respects;
(v) Except as
set forth in this Agreement, no representations or warranties have been made to
the undersigned by the Seller or any agent, employee or affiliate of the Seller
and in entering into this transaction the undersigned is not relying upon any
information, other than that contained in this Agreement.
(vi) The
undersigned understands (a) provided the Working Interests are Securities, the
Securities have not been registered under the Securities Act of 1933, as amended
("Act") or the securities laws of any state, based upon an exemption from such
registration requirements for non-public offerings and/or pursuant to Regulation
D under the Act and/or pursuant to Regulation S of the SEC; (b) the Securities
are “restricted securities” as said term is defined in Rule 144 of the Rules and
Regulations promulgated under the Act; (c) the Securities may not be sold or
otherwise transferred unless they have been first registered under the Act and
all applicable state securities laws, or unless an exemption from such
registration provisions are available with respect to said resale or transfer;
(d) the Company is under no obligation to register the Securities under the Act
or any state securities laws, or to take action to make any exemption from any
such registration provisions available; (e) any document reflecting the
Securities may bear a legend to the effect that the transfer of the securities
represented thereby is subject to the provisions hereof; and (f) stop transfer
instructions may be placed on the Securities;
(vii) The undersigned is
acquiring the Securities solely for the account of the undersigned, for
investment purposes only, and not with an immediate view towards the resale or
distribution thereof;
(viii) The undersigned has full
power and authority to execute and deliver this Subscription Agreement and to
perform the obligations of the undersigned hereunder; and this Subscription
Agreement is a legally binding obligation of the undersigned in accordance with
its terms; and
(ix) The undersigned is a
knowledgeable and experienced investor and is an "accredited investor,” as such
term is defined in Regulation D of the Rules and Regulations promulgated under
the Act.
REGULATION
S DISCLOSURE AND AGREEMENT
SECURITIES
ACQUIRED FROM US, THE ISSUER, A DISTRIBUTOR, OR ANY RESPECTIVE AFFILIATE(S) ARE
DEEMED TO BE "RESTRICTED SECURITIES" AS DEFINED IN SEC RULE 144 AND SO RESALES
OF ANY OF SUCH RESTRICTED SECURITIES BY WHOEVER IS THE OFFSHORE PURCHASER MUST
BE MADE IN ACCORDANCE WITH REGULATION S (§§ 230.901 THROUGH 230.905, AND
PRELIMINARY NOTES), THE REGISTRATION REQUIREMENTS OF THE ACT OR AN EXEMPTION
THEREFROM. ALSO, SUCH "RESTRICTED SECURITIES," WILL CONTINUE TO BE DEEMED TO BE
RESTRICTED SECURITIES, NOTWITHSTANDING THAT THEY WERE ACQUIRED IN A RESALE
TRANSACTION MADE PURSUANT TO § 230.901 OR .904.
You also
agree and represent, by subscribing or entering into the Agreement,
that:
a. In
general, the securities have not been registered and may not be offered or sold
in the United States or to a “U.S. person” (see definition below) unless the
securities are registered under the Securities Act of 1933, as amended (“Act”),
or an exemption from the registration requirements of the Act is available.
Also, hedging transactions involving these securities may not be conducted
unless in compliance with the Act;
b.
Offering restrictions have been implemented, including the inclusion, on all
certificates to be issued, a statement that the interests are subject to
Regulation S and specifically a legend to the effect that transfer is prohibited
except in accordance with the provisions of Regulation S (§§ 230.901 through
230.905, and Preliminary Notes), pursuant to registration under the Act, or
pursuant to an available exemption from registration; and that hedging
transactions involving those securities may not be conducted unless in
compliance with the Act;
c. Our
offer to you is not made to a U.S. person or for the account or benefit of a
U.S. person.........you represent and promise you are not a U.S. person;
d. You
certify that you are not a U.S. person and you are not acquiring the securities
for the account or benefit of any U.S. person and you have purchased securities
in a transaction that did not require registration under the Act;
e. You
agree to resell such securities only in accordance with the provisions of
Regulation S ( including §§ 230.901 through 230.905, and Preliminary
Notes), pursuant to registration under the Act, or pursuant to an available
exemption from registration; and you agree not to engage in hedging transactions
with regard to such securities unless in compliance with the Act;
f. Our
Company shall refuse to register any transfer of the securities not made in
accordance with the provisions of Regulation S (§§ 230.901 through 230.905, and
Preliminary Notes), pursuant to registration under the Act, or pursuant to an
available exemption from registration; and
g. Each
distributor selling securities to a distributor, a dealer (as defined in section
2(a) (12) of the Act (15 U.S.C. 77b (a) (12)), or a person receiving a selling
concession, fee or other remuneration, prior to the expiration of a one-year
distribution compliance, agrees to send a confirmation or other notice to
any purchaser
stating that the purchaser is subject to the
same
restrictions on offers and sales that apply to a distributor.
"United
States" means the United States of America, its territories and possessions, any
State of the United States, and the District of Columbia.
"U.S.
person" means:
(i)
Any
natural person resident in the United States;
(ii)
Any
partnership or corporation organized or incorporated under the laws of the
United
States;
(iii) Any
estate of which any executor or administrator is a U.S. person;
(iv) Any
trust of which any trustee is a U.S. person;
(v)
Any
agency or branch of a foreign entity located in the United States;
(vi) Any
non-discretionary account or similar account (other than an estate or trust)
held by a
dealer or other fiduciary for the benefit or account of a U.S.
person;
(vii) Any
discretionary account or similar account (other than an estate or trust)
held by a
dealer or other fiduciary organized, incorporated, or (if an individual)
resident
in the United States; and
(viii) Any
partnership or corporation if:
(A) Organized
or incorporated under the laws of any foreign jurisdiction.
(B) Formed by a U.S. person principally
for the pupose of investing in securities not registered under the Act, is
organized or incorporated, and owned, by accredited investors (as defined in
§ 230.501(a) of SEC
Regulation D) who are not natural persons, estates or
trusts.
The
following are not "U.S. persons":
(i)
Any
discretionary account or similar account (other than an estate or trust) held
for the
benefit or account of a non- U.S. person by a dealer or other professional
fiduciary organized, incorporated, or (if an individual) resident in the United
States;
(ii)
Any
estate of which any professional fiduciary acting as executor or administrator
is a U.S. person if an executor or administrator of the estate who is not a U.S.
person has sole or shared investment discretion with respect to the assets of
the estate; and the estate is governed by foreign law;
(iii) Any
trust of which any professional fiduciary acting as trustee is a U.S. person, if
a trustee who is not a U.S. person has sole or shared investment discretion with
respect to the trust assets, and no beneficiary of the trust (and no settlor if
the trust is revocable) is a U.S. person;
(iv) An
employee benefit plan established and administered in accordance with the law of
a country other than the United States and customary practices and documentation
of such country;
(v) Any
agency or branch of a U.S. person located outside the United States if:
A. The
agency or branch operates for valid business reasons; and
B. The
agency or branch is engaged in the business of insurance or banking and is
subject to substantive insurance or banking regulation, respectively, in the
jurisdiction where located; and
(vi) The
International Monetary Fund, the International Bank for
Reconstruction and
Development, the Inter-American Development Bank, the Asian Development
Bank, the African Development Bank, the United Nations, and their
agencies, affiliates and pension plans, and any other similar international
organizations,
their agencies, affiliates and pension plans.
AS TO
REGISTRATION OR COMPLIANCE WITH THE JURISDICTION OF YOUR RESIDENCE, BY
SUBSCRIBING YOU, A SOPHISTICATED INVESTOR, CONFIRM TO US YOUR SUBSCRIPTION IS IN
COMPLIANCE.
12. Miscellaneous.
(a) Further
Assurances. Seller
and Buyer shall execute, acknowledge and deliver or cause to be executed,
acknowledged and delivered such instruments and take such other action as may be
necessary or advisable to carry out their obligations under this Agreement and
under any exhibit, document, certificate or other instrument delivered pursuant
hereto.
(b)
Notices. All
notices and other communications which are required or which may be given under
the provisions of this Agreement shall be in writing and the same shall be
deemed to have been given on the same day if delivered in person, by overnight
courier or by facsimile to the facsimile number for the party to whom the notice
is given. From time to time any party may designate another address or facsimile
number or telephone number for all purposes of this Agreement by notifying the
other party of such change in accordance with the provisions
hereof.
(c) Entire
Agreement. This
Agreement constitutes the entire agreements between the parties with respect to
the subject matter hereof and supersedes all prior agreements and undertakings,
written and oral. No supplement, amendment, alteration, modification, waiver or
termination of this Agreement shall be binding unless executed in writing by the
parties hereto.
(d) Binding
Effect; Benefits. Captions
are for convenience and do not control interpretation of this Agreement. This
Agreement shall be binding upon and inure to the benefit of the parties to this
Agreement and their respective successors and permitted assigns. Nothing
expressed or implied in this Agreement is intended to or shall be construed to
give any person other than the parties to this Agreement or their respective
successors or permitted assigns, any legal or equitable right, remedy or claim
under or in respect of this Agreement, it being the intention of the parties to
this Agreement that this Agreement shall be for the sole and exclusive benefit
of such parties or such successor or assigns and for the benefit of no other
person.
(e) Confidentiality. Seller
agrees to keep and maintain all information received from Buyer, and the terms
of this Agreement, confidential and not to publish or disclose such information
to any other party; provided, however, that (i) any of such information may be
disclosed to Seller’s employees who need to know such information to implement
the business relationship between the Seller and Buyer (providing such employees
shall be informed by Seller that such information is confidential and shall be
directed by Seller to treat such information confidentially), (ii) any
disclosure of such information may be made to which the Buyer consents in
writing, and (iii) any disclosure required, upon advice of Seller’s counsel, for
Seller, or Seller’s parent company, to comply with securities laws and
regulations and/or concerns.
(f) Assignment
and Third Parties Dealing With Buyer. (i).
This Agreement and the rights, remedies, obligations or liabilities arising
hereunder or by reason hereof shall not be assignable by Buyer provided,
however, at no cost or obligation to the Seller, an independent of the Seller,
Buyer may pledge, sell or transfer the future potential returns to the Buyer
under this Agreement, provided further that the Seller shall only be required to
communicate with Buyer but not any third party, Buyer shall only take such
action with strict compliance with all laws and regulations and without any
misrepresentations (for example, in connection with the application of
Regulation S, any such third party shall not in anyway be a “U.S. Person”) and
Seller shall not be bound or part of any such third party arrangements. Seller
shall never be bound to any statement, change, representation, or promise made
by the Buyer or third party contrary to the terms herein, and all transactions
must be in compliance with all applicable laws and regulations, including, to
the extent applicable, securities laws and regulations.
(ii).
All persons and firms contracting with Buyer as to potential returns cannot
either during the time of the Agreement or at any other time after be approached
by Seller
for investment or business of any description and any information, including
name and contact detail, which may be supplied to Seller by Buyer, cannot be
released by Seller for any purpose other than that required by law. Seller will
not materially amend or update Seller’s public business material (website,
brochures, etc) as to its business without supplying Buyer advance notice and
opportunity to discuss.
(iii).
EXCLUSIVE. Seller agrees on its behalf and associated companies, to supply
exclusive rights hereby as to those xxxxx in the Group under contract with Buyer
so as not to offer investments in this Group to any other organization or client
in the offshore market place during the time of this Agreement and for six
months after the termination of Agreement as to same.
(g) Expenses. Except
as otherwise specifically provided in this Agreement, all fees, costs and
expenses incurred by Buyer or Seller in negotiating this Agreement or in
consummating the transactions contemplated by this Agreement shall be paid by
the party incurring the same, including with limitation, legal and accounting
fees, costs and expenses.
(h) Cost. If any
legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
the prevailing party or parties shall be entitled to recover reasonable
attorney’s fees and other costs incurred in such action or proceeding, in
addition to other relief to which it may be entitled.
(i) Severability. Each
section, subsection and lesser section of this Agreement constitutes a separate
and distinct undertaking, covenant or provision hereof. In the event that any
provision of this Agreement shall be determined to be invalid or unenforceable,
such provision shall be deemed limited by construction in scope and effect to
the minimum extent necessary to render the same valid and enforceable, and, in
the event such a limiting construction is impossible, such invalid or
unenforceable provision shall be deemed severed from this Agreement, but every
other provision of this Agreement shall remain in full force and
effect.
(j) Presumption
Concerning Interpretation and Construction. Notwithstanding
the fact that preliminary drafts of this Agreement were prepared by any party,
the parties hereto and their respective counsel have had opportunity to review
and participate in the drafting of the final form of this Agreement.
Accordingly, in the event of any ambiguity in the provisions of this Agreement,
there shall be no presumption in favor of any party hereto with respect to the
interpretation or construction thereof. In the event of any dispute or claim
between the parties as to the provisions herein or for any other reason, it will
be resolved exclusively by reference to a court of competent jurisdiction in
Fort
Worth, Texas, and the law
controlling this Agreement is Texas law without reference to conflict of law principles.
(k) Effective
Date. The
effective date hereof shall be the Effective Date on the signature page
hereof.
(l) Survival. Except
as specifically set forth herein, the representations, warranties, covenants,
and agreements of the parties hereto shall survive the execution of this
Agreement but not the termination.
(m) Counterparts
and Facsimile Signatures. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
agreement. The parties waive any conflict of interest claim with respect to use
of any legal or business counsel or professional and reserve the right or waive
the right to seek independent legal and other advice prior to execution.
Furthermore, this Agreement may be executed by the facsimile signature of any
party hereto, it being agreed that the facsimile signature of any party hereto
shall be deemed an original for all purposes.
Additional
Buyer Representations
1. Buyer
confirms it is an accredited investor.
2. Buyer
is not a U.S. resident or citizen and is not otherwise a “U.S.
Person.”
3. Buyer
represents it has sufficient knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks associated with
an investment or purchase.
SIGNATURE
PAGE
Effective
Date:________________
Buyer(s):
___________________________________
By
Authorized Officer (Sign Name):________________________________
Address:
__________________________________________________________
Fax
Number:_______________________________________
ACCEPTANCE
The
foregoing is hereby accepted as of the Effective Date indicated
above.
RockOil
Energy of Texas, Inc.
BY:___________________________
President
EXHIBIT
“A”
The Seller property
is the mineral rights to explore develop and extract from the
following:
| 1) |
The
existing well bore referred to as “Shell Oil Company - Xxxxxx Xxxxxxxxx #
1,” as well as a unit consisting of 40 acres surrounding this well bore.
The well bore and associated acreage are located on the following property
and is referenced in an Oil, Gas and Mineral Lease recorded in Xxxxxx
County, Texas in Doc # 39193, Vol 153, Page 782, dated
10-26-2004. |
161.95
acres of land, more or less, part of the Wm. Xxxxxxx Survey, A-192, and part of
the X.X.X.Xx. Xxxxxx Xx. 00, X-000, in XxXxxx County, Texas, being the same land
described in deed from Xxxxx X. Xxxxxx to Xxxxxx Xxxxxxxxx, dated May 4, 1977,
recorded in Vol. 244, page 42, Deed Records of XxXxxx County, Texas.
| 2) |
The
existing well bore referred to as “NRM Petroleum - Weischwill # 1,” as
well as a unit consisting of 40 acres surrounding this well bore. The well
bore and associated acreage are located on the following property and is
referenced in an Oil, Gas and Mineral Lease recorded in Xxxxxx County,
Texas in Doc # 38646, Vol 151, Page 626, dated
9-22-2004. |
That
certain tract of land in XxXxxx County, Texas, containing exactly 40 acres, part
of the X. X. Xxxx Survey, A-482, and part of a 200 acre tract described in
Volume 763, Page 339 of the Deed Records of XxXxxx County, Texas, this tract
having thereon the existing Weischwill #1 Oil or Gas Well given RRC# 118080,
this 40 acres tract being described as follow:
Said
tract is a part of the First Tract of 100 acres described in the above mentioned
deed and being in the shape of a rectangle which has its northwest boundary
located on the northwest boundary of said 100 acres First Tract, the most
northerly corner of said 40 acres being 2,900 feet along said northwest boundary
from the west corner of said 200 acre tract, said west corner being in the north
or northeast boundary of XX Xxxxxxx 000; the northeastern and southwestern
boundary of said 40 acres are each 1,000 feet in length and run parallel to the
southwestern boundary of said 100 acre tract. The southwestern boundary of said
40 acres lies on the southeastern boundary of said 100 acre tract and is 1,750
feet in length.
| 3) |
The
existing well bore referred to as “Prairie Producing - X. Xxxxxxxxxx #1,”
as well as a unit consisting of 40 acres surrounding this well bore. The
well bore and associated acreage are located on the following property and
is referenced in an Oil, Gas and Mineral Lease recorded in Xxxxxx County,
Texas in Doc # 142538, Vol 326, Page 582, dated 10-29-2004.
|
120.33
acres, more or less, out of the Xxxxx Xxxxxx Xxxxxx, X-000, being the same land
more particularly described in that certain deed dated July 7, 1925 from Xxxxx
Xxxxxxxxxx to Xxxxxxx Xxxxxxxxxx, recorded in Volume 97, Page 388 of the Deed
Records of Lavaca County, Texas.
