SALE AND CONVEYANCE AGREEMENT
THIS
AGREEMENT made as of the 12th day
of April 2010.
966749
Alberta Corp., a body corporate registered to carry on business in the Province
of Alberta and having an office in the City of Calgary, in the Province of
Alberta (hereinafter called “Vendor")
- and
-
Xtrasafe,
Inc., a body corporate registered to carry on business in the State of Florida
and having an office in the City of Naples, in the State of Florida (hereinafter
called "Purchaser").
WHEREAS
the Vendor as to 100% of its 2.51255% working interest has agreed to
convey the Assets to the Purchaser and the Purchaser has agreed to purchase the
Assets from the Vendor on the terms and conditions set forth
herein;
NOW
THEREFORE in consideration of the premises and the mutual covenants and
warranties herein contained, the parties agree as follows:
ARTICLE
I
INTERPRETATION
1.01 Definitions. In
this Agreement, including the recitals and the Schedules, the following terms
have the following meanings:
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(a)
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“Agreement”
means this agreement dated April 12, 2010 between 966749 Alberta Corp. and
Xtrasafe, Inc.;
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(b)
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"Assets"
means all of the Vendor’s interest in the Lands, Lease and the
100/06-07-049-15W5/00
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well;
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(c)
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"Closing"
means the transfer of the Assets, the payment by the Purchaser of the
Purchase Price and the delivery of all documents required hereby, which
will occur at the Vendor’s office at the Closing
Time;
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(d)
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"Closing
Time" means 2:00 PM (Calgary time) on the 12th
day of April, 2010, or such other time and date as the parties may
agree;
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(e)
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“Consideration”
means a cash consideration of $6,000.00 (Six Thousand dollars) plus GST in
Canadian funds;
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(f)
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"Documents"
means all contracts and agreements pertaining to the Assets and, to the
extent they are in possession or control of the
Vendor;
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(g)
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"Effective
Time" means 8:00 am (Calgary time) on the 12th
day of April, 2010;
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(h)
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“Lands” means
the lands described in Schedule
"A";
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(i)
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"Leases"
means the petroleum and natural gas leases and other agreements by virtue
of which the Vendor is entitled to explore for, recover, remove or dispose
of hydrocarbon substances within the formations in the Lands described in
Schedule "A";
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1
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(j)
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“Right
of First Refusal” means right of first refusal, pre-emptive right of
purchase or similar right whereby any party has the right to acquire or
purchase a portion of the Assets as a consequence of the Vendor having
agreed to convey the Assets to the Purchaser in accordance
herewith;
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(k)
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“Well”
means the wellbore, casing, tubing, wellhead and other production
equipment as described on Schedule
“A”.
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ARTICLE
II
CONVEYANCE
OF ASSETS
AND RELATED
MATTERS
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2.01
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Conveyance
Vendor, pursuant to and for the Consideration, the receipt and sufficiency
of such consideration being
hereby acknowledged by Vendor, hereby sells, assigns, transfers,
conveys and sets over the
Assets unto Purchaser, at the Closing Time, to have and to hold the same
absolutely, together with all benefit and advantage to be derived
therefrom.
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2.02 Cash
Allocation. The cash consideration will be allocated as
follows:
(a) Lands
and
Leases: $4,800.00
(b) Tangibles: $1,190.00
(c Miscellaneous
Interests:
$ 10.00
(d) GST
on
Tangibles: $ 59.50
TOTAL
$6,059.50
2.03 Effective
Time This
Conveyance shall be effective as of the Effective Time;
2.04 Instruments
of Conveyance and Transfer.
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(a)
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The
Vendor agrees to prepare all necessary assignments or transfers of the
Leases, notices of assignment, assignment and novation agreements and
other documents of transfer and conveyance (“Specific Conveyances”) in a
form and substance reasonably satisfactory to the Purchaser to effectively
vest in the Purchaser good and sufficient title to the Assets;
and
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(b)
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All
Specific Conveyances that are prepared and circulated to the Purchaser at
a reasonable time prior to Closing shall be executed and delivered by the
parties at Closing. Forthwith after Closing, the Purchaser
shall circulate and at the Purchaser’s cost register, as the case may be,
all Specific Conveyances that by their nature may be circulated or
registered.
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2.05
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Rights
of First Refusal Prior to or following Closing the parties hereto
shall use all reasonable efforts to obtain and deliver to the other party
all necessary consents, permissions and approvals by third parties and
governmental and regulatory authorities in connection with the transaction
contemplated herein.
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2.06
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Documents Vendor shall
deliver at Closing to Purchaser all
Documents.
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2
ARTICLE
III
REPRESENTATIONS AND
WARRANTIES
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3.01
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Representations
and Warranties of the Vendor
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(a)
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Encumbrances Except
for the encumbrances listed in Schedule “A”, the Assets are now, were at
the Effective Time and will be at the Closing Time, free and clear of all
liens, charges, encumbrances and adverse claims created by, through or
under the Vendor or of which the Vendor is
aware.
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(b)
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Claims. To
the best of the Vendor’s knowledge:
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(i)
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there
are no existing proceedings, actions or lawsuits against or with respect
to the Assets or notifications in respect to any environmental
deficiencies from any regulatory
body.
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(ii)
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there
are no orders or directives under any statute, law, rule, order or
regulation which relates to environmental matters and which require any
work, repairs, construction or capital expenditures with respect to the
Lands, where such orders or directives have not been complied with in all
material respects; or
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(iii)
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there
are no demands or notices issued under any statute, law, rule, order or
regulation with respect to the breach of any environmental, health or
safety law applicable to the Lands, including, without limitation, any
statute, law, rule, order or regulation respecting the use, storage,
treatment, transportation or disposition of environmental contaminants,
which demand or notice remains outstanding at the date
hereof.
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ARTICLE
IV
CONDITIONS OF
CLOSING
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4.01
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Conditions
of the Vendor. The obligation of the Vendor under this
Agreement to consummate the transactions contemplated hereby is subject to
the following conditions, which conditions may be waived at the option of
the Vendor:
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(a)
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Legal
Matters. All instruments and documents required to carry
out the terms of this Agreement and to consummate the transactions
contemplated hereby will be in form and substance satisfactory to the
Vendor, acting reasonably, and executed and delivered by the Purchaser;
and
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4.02
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Conditions
of the Purchaser. The obligation of the Purchaser under
this Agreement to consummate the transactions contemplated hereby is
subject to the following conditions, which conditions may be waived at the
option of the Purchaser:
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(a)
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Accuracy
of Representations and Warranties. The Vendor's
representations and warranties herein contained were true when made, have
continued to be true in all material respects from the date hereof to the
Closing Time and are true in all material respects as of the Closing
Time.
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(b)
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Performance
of Agreements. The Vendor has performed all obligations
and Agreements and complied with all covenants and conditions contained in
this agreement to be performed or complied with by it at or prior to the
Closing Time.
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(c)
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Legal
Matters. All instruments and documents required to carry
out the terms of this Agreement and to consummate the transactions
contemplated hereby will be in form and substance satisfactory to the
Purchaser, acting reasonably, and executed and delivered by the
Vendor.
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3
ARTICLE
V
TITLE
EXAMINATION
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5.01
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Access.
Prior to the Closing Time, Purchaser shall have the opportunity to review
all leases, agreements and other documents and correspondence, affecting
the title of Vendor to the Assets as are in the possession of Vendor or to
which Vendor has access and Purchaser shall be satisfied in its
unrestricted discretion with the results of such title
examination.
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Deficiency
Statement. Prior to the Closing Date, Purchaser shall give to
Vendor written notice of all defects of which it is aware which in its
reasonable opinion adversely and materially affect the title of Vendor to the
Assets and which Purchaser does not waive (all of which are herein referred to
as "Title Defects"). Prior to the Closing Date, Vendor shall
diligently make all reasonable efforts to cure or remove all Title
Defects. If all Title Defects are not cured or removed prior to the
Closing Date, Purchaser, by notice to Vendor may elect:
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(a)
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to
waive the uncured Title Defects and acquire the affected Assets without
any abatement of the Purchase Price therefore;
or
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(b)
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to
terminate the agreement to acquire the Assets, in its entirety, without
liability or obligation on the part of either
party.
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ARTICLE
VI
ENVIRONMENTAL
ASSESSMENT
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6.01
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Environmental
Assessment. Prior to the Closing Time, Purchaser shall
be entitled to conduct all such environmental audits and assessments as it
determines necessary and Purchaser shall be satisfied in its unrestricted
discretion with the results of such environmental audits and
assessments.
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ARTICLE
VII
INDEMNITY
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7.01
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Vendor
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Vendor
shall remain responsible to Purchaser for all claims, liabilities, losses,
costs (including legal fees) and expenses and, in addition, shall
indemnify and save harmless Purchaser from and against all claims,
liabilities, losses, costs (including legal fees) and expenses, which
Purchaser may pay, suffer or incur in respect of any matter or thing
related to the Assets and accruing prior to the Effective
Date.
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7.02
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Purchaser
shall remain liable to Vendor for all losses, costs, damages and expenses
whatsoever which the Vendor may incur as a result of any matter related to
the Assets and subsequent to the Effective
Time.
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Article
VIII
4
MISCELLANEOUS
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8.01
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Further
Assurances. After the Closing Time, at the Purchaser's
request, without further consideration, the Vendor will execute and
deliver or cause to be executed and delivered such other instruments of
conveyance and transfer as the Purchaser reasonably may request to more
effectively vest the Assets in the
Purchaser.
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8.02
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Assignment. Neither
party may assign this Agreement or any part thereof prior to Closing.
Except as otherwise provided herein, this Agreement will be binding upon
and enure to the benefit of the parties and their successors and
assigns.
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8.03
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Counterpart
Execution. This Agreement may be executed in
counterpart and all counterparts taken together shall constitute one
agreement.
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ARTICLE
IX
CONDITIONS
SATISFIED
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9.01
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Conditions
Satisfied Each of the Vendor and Purchaser acknowledge and confirm
that all conditions to the Closing contained in the Agreement have been
satisfied or waived.
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5
IN
WITNESS WHEREOF the parties hereto have executed this Conveyance as of the day
and year first above written.
966749
Alberta
Corp.
/s/
/s/
Execution
page to, and forming part of a Sale and Conveyance Agreement dated April 12,
2010 between 966749 Alberta Corp., as Vendor and Xtrasafe, Inc., as
Purchaser
6
Schedule
“A”
Attached
to and forming part of a Sale and Conveyance Agreement dated April 12, 2010
between 966749 Alberta Corp., as Vendor and Xtrasafe, Inc., as
Purchaser
Lands Lease P&NG
Rights Xxxxxxxxxxxx
Xxx 00
Xxx 00 X0X:
7 Crown
PNG Lease No. PNG to base
Xxxxxx S/S
Lessor0587090167Royalty
Well:
Apex et al Peco 100/06-07-049-15W5/00
7
