AGREEMENT
Exhibit
10.1
AGREEMENT
THIS AGREEMENT (the “Agreement”) is
made as of the 13th day of October 2009 (the “Effective Date”), by and between
Xxxxxxx Limited Partnership (“Buyer”) and Signature Exploration & Production
Corp., a Delaware corporation (“Seller”).
WITNESSETH:
WHEREAS,
the Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
a convertible demand promissory note in the principal amount of $22,000.00 (the
“Note”) in the forth set forth on Exhibit A to this Agreement, for an aggregate
purchase price of $22,000.00 (the “Purchase Price”);
NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, Buyer and Seller agree as follows:
1. Purchase of
Note. On the Closing Date, as defined below, upon the terms
and subject to the conditions set forth herein, substantially concurrent with
the execution and delivery of this Agreement by the parties hereto, the Seller
agrees to sell, and the Buyer agrees to purchase, the Note. The Buyer
shall deliver to the Seller, via wire transfer or a certified check, immediately
available funds equal to the Purchase Price and the Seller shall then deliver
the originally executed Note to Buyer via overnight courier to the address
specified by Buyer. The Closing Date shall be the date that
this Agreement is fully executed.
2. Closing. On
the Closing Date, the parties shall perform, in order:
a) Buyer
shall deliver a fully executed copy of this Agreement;
b) Seller
shall deliver a fully executed copy of this Agreement;
c) Buyer
shall deliver to the Seller the Purchase Price via wire transfer or a certified
check; and
d) Seller
shall deliver to Buyer an executed copy of the Note, with the originally
executed Note to be delivered to Buyer via overnight courier within one (1)
business day after the Closing Date to the address specified by
Seller.
3. Representations and
Warranties of Seller. Seller hereby represents and
warrants to Buyer that the statements in the following paragraphs of this
Section 3 are all true and complete as of the Effective Date and will be true
and complete on the Closing Date as if made on and as of the Closing
Date:
a) Seller
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to enter
into this Agreement and perform its obligations hereunder, and has taken all
action necessary to authorize the sale of the Note to be sold by it pursuant to
this Agreement.
b) This
Agreement constitutes the valid and binding obligation of Seller enforceable in
accordance with its terms except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws relating to or affecting creditors’ rights generally and
except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).
4. Representations and
Warranties of Buyer. Buyer hereby represents and warrants to Seller that
the statements in the following paragraphs of this Section 4 are all true and
complete as of the Effective Date and will be true and complete on the Closing
Date as if made on and as of the Closing Date:
a) Exempt
Transaction. Buyer understands that the offering and sale of the Note is
intended to be exempt from registration under the Securities Act of 1933, as
amended (the “Act”) and exempt from registration or qualification under any
state law.
b) Buyer
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to enter
into this Agreement and perform its obligations hereunder, and has taken all
action necessary to authorize the purchase of the Note to be purchased by it
pursuant to this Agreement.
b) This
Agreement constitutes the valid and binding obligation of Buyer enforceable in
accordance with its terms except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws relating to or affecting creditors’ rights generally and
except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).
5. Governing Law;
Jurisdiction. Any dispute, disagreement, conflict of interpretation or
claim arising out of or relating to this Agreement, or its enforcement, shall be
governed by the laws of the State of Florida. Buyer and Seller hereby
irrevocably and unconditionally submit for themselves and their property, to the
nonexclusive jurisdiction of Federal and State courts of the State of Florida
and any appellate court thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agree that
all claims in respect of any such action or proceeding may be heard and
determined in Florida, or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agree that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Each of the parties hereto irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to
above. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court. Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices below. Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law. Each party hereto hereby waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in
any legal proceeding directly or indirectly arising out of or relating to this
agreement or the transactions contemplated hereby (whether based on contract,
tort or any other theory). If either party shall commence an action
or proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for
its reasonable attorneys’ fees and other costs and expenses including but not
limited to court costs incurred with the investigation, preparation and
prosecution of such action or proceeding.
6. Termination. The
parties may not, except for a material breach or failure of a condition or
requirement, terminate this Agreement.
7. Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties.
8. Counterparts. This
Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement. A telefaxed copy or electronic copy in PDF format of
this Agreement shall be deemed an original.
9. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
10. Costs,
Expenses. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
11. Modifications and
Waivers. No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and Seller. No waiver of any breach, term, condition or remedy of this Agreement
by any party shall constitute a subsequent waiver of the same or any other
breach, term, condition or remedy. All remedies, either under this
Agreement, by law, or otherwise afforded the parties shall be cumulative and not
alternative.
12. Severability. If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
13. Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings duties or obligations
between the parties with respect to the subject matter hereof.
14. Further
Assurances. From and after the date of this Agreement,
upon the request of the Buyer or Seller, Buyer and Seller shall execute and
deliver such instruments, documents or other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
15. Term,
Survival. This Agreement is effective from the Effective Date
hereof, and shall remain in effect until all the rights and obligations of the
parties hereto have been fully performed.
16. Notices. All
notices or other communications required or permitted by this Agreement shall be
in writing and shall be deemed to have been duly received:
a) if
given by telecopier, when transmitted and the appropriate telephonic
confirmation received if transmitted on a business day and during normal
business hours of the recipient, and otherwise on the next business day
following transmission,
b) if
given by certified or registered mail, return receipt requested, postage
prepaid, three business days after being deposited in the U.S. mails
and
c) if
given by courier or other means, when received or personally delivered, and, in
any such case, addressed as indicated herein, or to such other addresses as may
be specified by any such person to the other person pursuant to notice given by
such person in accordance with the provisions of this Section 16.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.
BUYER
XXXXXXX
LIMITED PARTNERSHIP
By: /s/ Xxxxx
Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
Member Manager
SELLER
SIGNATURE
EXPLORATION & PRODUCTION CORP.
By: /s/ Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Chief Financial Officer
