FIRST AMENDMENT TO OPTION AGREEMENT
FIRST
AMENDMENT TO
This
First Amendment to Option Agreement (this “Amendment”) is entered into on
October 23, 2010, but to be effective for all purposes as of October 4, 2010
(the “Effective Date”),
by, between and among American Liberty Petroleum Corp. (formerly known as Oreon
Rental Corporation), a Nevada corporation (“Buyer”), and Desert
Discoveries, LLC, a Nevada limited liability company (“Seller”).
R E C I T
A L S:
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A.
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Seller
and Buyer entered into that certain Option Agreement dated May 11, 2010
(as amended, the “Agreement”), with
respect to the purchase and sale of certain oil and gas leases and other
described rights and interests of
Seller.
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B.
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Seller
and Buyer have agreed to amend the Agreement as provided in this
Amendment.
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C.
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Except
as otherwise expressly defined in this Amendment, capitalized terms used
herein shall have the same meaning as set forth in the
Agreement.
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A M E N D
M E N T:
In
consideration of the mutual covenants and agreements contained herein, Seller
and Buyer agree to amend the Agreement as follows:
1. Amendment
to Section 1.2(a)(iv). Section 1.2(a)(iv) of the Agreement is
hereby amended by deleting it in its entirety and replacing it with the
following text:
“(iv) the
payment by Buyer to Seller via the Escrow Account with Escrow Holder of an
additional two hundred fifty thousand US dollars ($250,000 USD) on or before
November 30, 2010;”
2. Sale of
Shares. In accordance with Section 1.2(e) of the Agreement,
Buyer issued to Seller three common stock certificates for an aggregate one
million five hundred thousand (1,500,000) shares of restricted common stock,
$0.00001 par value per share, in Buyer (the “Shares”), which were issued by
Buyer to Seller in equal denominations of 500,000 Shares each. Seller
may not transfer the Shares until the expiration of the applicable time periods
noted in Section 1.2(e) of the Agreement, and the resale of the Shares is also
subject to the requirements of the Act and applicable state securities
laws. Buyer agrees that, if Seller advises Buyer that it wishes to
sell or transfer a portion of the Shares any time after the expiration of both
the applicable holding period under Rule 144 and the restricted period under
Section 1.2(e) of the Agreement for those particular Shares, then Buyer shall
use commercially reasonable efforts to assist Seller in causing such sale or
transfer of those Shares, including the delivery of appropriate instructions to
Buyer’s transfer agent and assistance in obtaining any legal opinions that may
be necessary. Buyer and Seller shall endeavor to cause any such
transfer or sale to be effected by the issuance of new certificates reflecting
such transaction within five (5) business days of delivery of the certificates
and valid instructions and/or documents of transfer to the transfer agent (a
copy of which shall be sent concurrently to Buyer).
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3. Effect of
Amendment. Except as herein expressly amended, all terms,
covenants and provisions of the Agreement are and shall remain in full force and
effect, and all references therein to the “Agreement” shall henceforth refer to
the Agreement as amended by this Amendment. This Amendment shall be
deemed incorporated into, and a part of, the Agreement.
4. Amendment
and Waiver. The provisions of this Amendment or the Agreement
may be amended or waived only with the prior written consent of the Parties, and
no course of conduct or failure or delay in enforcing the provisions of this
Amendment shall affect the validity, binding effect or enforceability of this
Amendment or the Agreement.
5. Counterparts. This
Amendment may be executed in a number of identical counterparts, and a telecopy
or facsimile transmission shall be binding on the party or parties whose
signatures appear thereon. If so executed, each of such counterparts
is to be deemed an original for all purposes, and all such counterparts shall,
collectively, constitute one amendment, but in making proof of this Amendment,
it shall not be necessary to produce or account for more than one such
counterpart.
6. Representations
and Warranties. Each of Buyer and Seller represent and warrant
to each other respectively that (a) it has the requisite power and authority to
enter into this Amendment; (b) all necessary and appropriate approvals,
authorizations and other steps have been taken to effect the legality of this
Amendment; (c) the signatories executing this Amendment on behalf of such party
have been duly authorized and empowered to execute this Amendment on its behalf;
(d) this Amendment is valid and shall be binding upon and enforceable against
such party and its respective successors and assigns and shall inure to the
benefit of each party hereto and its respective successors and assigns; and (e)
to the best of its knowledge, after giving effect to this Amendment, each party
has performed its obligations and covenants under the Agreement through the
Effective Date, and no event has occurred and no condition exists which would
constitute a default by the other party under the Agreement, or this Amendment,
either with or without notice or lapse of time, or both.
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