Letter Agreement
1.
Matrixx Resource Holdings Inc. (the “Buyer”) agrees to purchase from Texhoma
Energy, Inc. (the “Seller”) an 11% (eleven percent) working interest in the
property known as the Clovelly Prospect, which ORX purchased from Coastline
Oil
& Gas Inc., all as more particularly described in the Agreement between ORX
and Coastline, of which the Buyer has a copy (the “Property”). The agreed total
consideration payable by the Buyer to the Seller for the Property is US $150,000
(one hundred fifty thousand US dollars) the “Purchase Price”.
2.
This Agreement shall be considered null, void and of no further force and effect
unless on or before 5 pm, Tuesday, May 22, 2007 in Vancouver, BC, the Buyer
pays
to Seller an xxxxxxx money deposit in the amount of US $25,000 (twenty five
thousand US dollars), (the “Deposit”). On or before said date Buyer shall tender
the Deposit to Seller by wire transfer to the account of “Texhoma Energy, Inc.”,
US$-Account No. 7304094, at the TD Canada Trust Bank, 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX postal code V6Z 2C7. Xxxxxxxxxxx # 000, Xxxxxx # 0000, XXX 026
009
593. The Deposit shall be applied against the Purchase Price. The Deposit shall
NOT be refundable to the Buyer except in the event of significant title defects
(i.e. if 90% or more of the title to the Assets cannot be cured by ORX on or
before the hereinafter defined “Closing Date”).
3.
The “Effective Date” of the purchase and sale shall be May 22, 2007. Closing
shall occur at a mutually agreed location on or before June 30, 2007 (the
“Closing Date”). At Closing the Buyer shall tender the balance of the Purchase
Price. Buyer agrees to execute the assignment as Assignee with ORX as an event
subsequent to Closing. One set of original and fully executed assignment(s)
shall be sent for recording in Calcasieu and Xxxxx Parishes, Louisiana
immediately following Closing.
4.
All expenses incurred by Buyer in connection with or related to the submission
of this offer, the contemplated transaction, and all other matters relevant
to
Closing, including without limitation, all fees and expenses of counsel,
accountants and financial advisors employed by the Buyer shall be borne solely
and entirely by Buyer.
5.
Buyer and Seller agree that the terms and conditions of this Agreement shall
be
treated as confidential and shall not be disclosed to any third party without
the prior written consent of the parties hereto, except as may be required
by
law.
6.
The Seller will undertake and warrant that the interest will be free of
encumbrances and that all invoices from the Operator ORX have been settled,
or
will be settled, from the Purchase Price received from the Buyer.
7.
The parties hereto agree to comply with any and all applicable laws, rules
and
regulations affecting the Property and the contemplated
transaction.
Agreed
to
and accepted this 16 day of May, 2007
By
the
Seller:
Texhoma
Energy, Inc.
By:
____________________________________________
Xxxxx
X.
Xxxxxx, Director
Agreed
to
and accepted this _____ day of May, 2007
By
the
Buyer:
Matrixx
Resource Holdings Inc
By:
____________________________________________
Xxxxxxxxx
Xxxxxxxx, CFO, Director
