FINAL RELEASE AND SETTLEMENT AGREEMENT
Exhibit
10.1
This
agreement is made to be effective as of the 11th day of September, 2007, by
and
between Tidelands Oil & Gas Corporation (“TIDE”), a Nevada corporation
having its principal office at 0000 Xxxxxxx Xxxx, Xxxxxxxx Xx. 0, Xxx Xxxxxxx,
Xxxxx Xxxxxx, Xxxxx 00000, its wholly owned subsidiary, Tidelands Exploration
& Production, Inc. (“TEPI”), a Texas corporation; Xxxxxxx Xxxx and Xxxxx
Xxxx (“XXXX”) individuals residing at 00000 Xxxxxxxxx, Xxx Xxxxxxx, Xxxxx
Xxxxxx, Xxxxx 00000; Bentley Energy Corp. (“BENTLEY”) located at
_________________, San Antonio, Bexar County, Texas; and Regency Energy, Inc.
(“REGENCY”) located at ____________________, San Antonio, Bexar County,
Texas. TIDE, TEPI, WARD, BENTLEY and REGENCY are collectively
referred to herein as the “Parties.”
RECITALS
WHEREAS,
XXXX served as a Director of,
and as the President and Chief Executive Officer of TIDE; and
WHEREAS,
there was a disagreement
between XXXX and the other Directors of TIDE regarding the financial and
operational governance of the company; and
WHEREAS,
XXXX resigned as a director
and officer of TIDE and further resigned from all manager, director, and/or
officer positions of all subsidiaries of TIDE on or about December 8, 2006;
and
WHEREAS,
TIDE and XXXX executed an
agreement effective December 8, 2006 (“AGREEMENT”), a true and correct copy of
which is attached hereto as Exhibit No. 1, to resolve all remaining matters
between them in an amicable fashion and finalizing XXXX’x separation from TIDE;
and
WHEREAS,
in July 2006, TIDE formed its
wholly owned subsidiary, TIDELANDS EXPLORATION & PRODUCTION, INC. (“TEPI”);
and,
WHEREAS,
on or about July 9, 2006, TEPI
entered into an agreement with REGENCY for a fifty percent (50%) interest in
a
twenty-four (24) mile natural gas pipeline located in Xxxxxx, Atascosa, and
Bexar Counties; and
WHEREAS,
in connection with the
transaction, TEPI entered into a Participation Agreement and a Joint Operating
Agreement with REGENCY; and
WHEREAS,
TIDE has invested the sum of
$510,000.00 pursuant to the terms of the Participation Agreement and/or the
Joint Operating Agreement; and
WHEREAS,
by correspondence dated
February 20, 2007, TIDE advised XXXX of a dispute pursuant to the AGREEMENT
alleging that XXXX owed TIDE the approximate sum of $510,000.00 as a result
of
its transaction with REGENCY; and
WHEREAS,
TIDE and TEPI are in default
pursuant to the terms of the Participation Agreement and/or the Joint Operating
Agreement; and
WHEREAS,
TIDE has ceased payment of its
salary obligations to XXXX pursuant to the terms of the AGREEMENT;
and
WHEREAS,
the issues and allegations
between the Parties are disputed, but the Parties desire to avoid the cost
of
litigation and amicably resolve such disputes;
WHERAS,
TIDE has sued XXXX, BENTLEY and
REGENCY; and
WHEREAS,
XXXX has agreed to assume the
past, present and future obligations of TEPI pursuant to the terms of the
Participation Agreement and the Joint Operating Agreement with REGENCY and
to
pay to TIDE the sum of $280,000.00 on the terms and conditions set forth herein,
and the parties and their respective directors, officers and agents desire
to
have no further litigation between them.
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AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing recitals, the mutual promises
and
payments described herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree
as
follows:
X. XXXX’X
OBLIGATIONS
X. XXXX
shall pay to TIDE the sum of $280,000.00, on or before October 1, 2007 in the
form of a wire or cashier’s check.
X. XXXX
shall bring current, assume and be solely responsible for performing all of
TEPI’s past, present and future obligations pursuant to the terms of the
agreements with REGENCY from and after the date of execution of this Final
Release and Settlement Agreement.
X. XXXX
hereby confirms and agrees that all obligations of TIDE in the December 8,
2006
(Agreement) are hereby released, save and except XXXX’x right of first refusal
for purchase of Sonterra as set forth in the Agreement.
X. XXXX,
XXXXXXX and REGENCY, and each of their officers and directors hereby release
and
forever discharge TIDE and TEPI, and its officers, directors and attorneys,
from
any and all claims and demands, whether known or unknown, which they have
singularly and collectively against TIDE and TEPI and their officers and
directors.
II. TIDE’S
OBLIGATIONS
A. TIDE
and TEPI shall transfer and assign to XXXX or his assigns all of its right,
title and interest in and to the Participation Agreement, the Joint Operating
Agreement (and all oil, gas, and mineral leases in which it has retained any
interest) upon the payment of the sums specified herein by XXXX. Such
transfer and assignment shall be made in the form of the instruments attached
hereto as Exhibit No. 2.
B. TIDE,
its officers and directors, hereby acknowledge and warrant that XXXX has
fulfilled, satisfied and/or paid all obligations and/or sums due TIDE pursuant
to the terms of the AGREEMENT. TIDE, its officers and directors,
hereby release and forever discharge XXXX, REGENCY and BENTLEY from any and
all
claims and/or demands, whether known or unknown, which TIDE has or which TIDE
could assert arising pursuant to the terms of the AGREEMENT, save and except
that TIDE is not releasing herein any liability imposed on TIDE by other third
parties as a result of any action taken by XXXX as an individual, officer and/or
director of TIDE prior to the execution of this Agreement and, save and except
any obligation of XXXX pursuant to Section II.C., of the AGREEMENT.
C. TIDE
hereby confirms and agrees that all obligations of XXXX in the December 8,
2006
Agreement are hereby released, save and except obligations under the first
right
of refusal set forth in the Agreement.
D. TIDE,
its Officers and Directors further confirm and agree that in the event that
XXXX
and/or any of his assigns or successors in interest at any time, sells, conveys,
assigns or transfers all or any part of the interest being acquired hereby,
TIDE, it Officers, Directors, assigns or successors in interest shall have
no
right, interest or claim in and to any of the proceeds received, and will make
no claim seeking recovery of any sums from XXXX. In consideration of
TIDE agreeing to this paragraph, XXXX warrants and represents presently there
are no parties contemplating purchasing the interest being acquired by XXXX
hereunder.
All
parties hereto will dismiss with
prejudice (upon performance of all parties’ obligations hereunder) Cause Nos.
2007-CI-07451 and 2007-CI-11661, both pending in Bexar County,
Texas.
III. MUTUAL
OBLIGATIONS
A. Governing
Law. This Final Release and Settlement Agreement shall be
construed according to the laws of the State of Texas. Any action
brought under this Final Release and Settlement Agreement, or which is related
to this Final Release and Settlement Agreement, shall be brought in Bexar
County, Texas.
B. Assignment. Neither
party may assign this Final Release and Settlement Agreement without the consent
of the other party. However, TIDE acknowledges that XXXX may assign
his rights to an entity owned or controlled by XXXX, but that will not release
XXXX hereunder from any obligations herein.
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C. Amendments/Modifications. This
Final Release and Settlement Agreement may not be amended or modified except
in
a writing signed by both XXXX and TIDE.
D. Waiver. The
waiver by either party of a breach or violation of any provision of this Final
Release and Settlement Agreement shall not operate as or be construed to be
a
waiver of any subsequent breach hereof. No waiver will be effective
unless set forth in writing and signed by the party waiving such provision
or
breach of this Final Release and Settlement Agreement.
E. Notices. Any
notice given under this Final Release and Settlement Agreement shall be
sufficient if in writing and mailed, by either registered or certified mail,
return receipt requested, postage prepaid, to a party at the address set forth
in the introduction to this Final Release and Settlement Agreement.
F. Severability. In
the event any provision contained herein is determined to be invalid, illegal
or
unenforceable under present or future laws effective during the term hereof,
such provision shall be fully severable; this Final Release and Settlement
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
there from. In lieu of such illegal, invalid or unenforceable
provision there shall be added automatically as a part hereof a provision as
similar in terms to such illegal, invalid or unenforceable provision as may
be
possible and be legal, valid and enforceable.
G. Headings. The
captions, headings and arrangements used in this Final Release and Settlement
Agreement are for convenience only and do not affect, limit or amplify the
terms
and provisions hereof.
H. Confidentiality. TIDE
and TIDE’s attorneys or representatives and XXXX and XXXX’x attorneys or
representatives agree that all of the terms and amounts included in this Final
Release and Settlement Agreement are and forever shall be kept completely
confidential and at no time are TIDE or TIDE’s attorneys or representatives
and/or XXXX and XXXX’x attorney’s or representatives to mention, state or
otherwise infer to the terms and conditions or any details of this Final Release
and Settlement Agreement, except to the extent, if any, disclosure is required
by law or regulatory authority or to enforce the terms hereof.
I. Entire
Agreement. This Final Release and Settlement Agreement contains
the entire understanding among the Parties concerning the subject matter
contained herein. There are no representations, agreements,
arrangements or understandings, oral or written, among or between the
parties hereto, relating to the subject matter of this Final Release and
Settlement Agreement, which are not fully expressed herein.
_______________________________________
XXXXXXX
XXXX
_______________________________________
XXXXX
XXXX
TIDELANDS
OIL & GAS CORPORATION
By:
____________________________________
XXXXX
X. XXXXX,
President
TIDELANDS
EXPLORATION & PRODUCTION, INC.
By:
____________________________________
XXXXX
X. XXXXX,
President
BENTLEY
ENERGY CORP.
By:
____________________________________
Name:
__________________________________
Title:
___________________________________
REGENCY
ENERGY, INC.
By:
____________________________________
Name:
__________________________________
Title:
___________________________________
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