WORKING INTEREST PURCHASE AGREEMENT
Exhibit
10.1--- WORKING INTEREST PURCHASE AGREEMENT
This
agreement is effectively entered into on this 1st day of April, 2009 by and
between Hyperdynamics Corporation, (a Delaware corporation herein also referred
to as the "Parent Company"), and HYD Resources Corporation, (a Texas Corporation
and wholly owned subsidiary of Parent Company and also referred to herein as
"HYDR"), and HYDR's wholly owned subsidiary, Trendsetter Production Company (a
Mississippi corporation also referred to as "TPC"), all of whom are collectively
referred to as "Assignor" herein, and Xxxx Resources, Limited, (a Louisiana
Corporation, referred to as "Assignee"), and the Assignor and Assignee hereunder
are referred to collectively sometimes as "the parties."
WITNESSETH:
WHEREAS,
Assignor originally purchased certain properties and rights as established and
laid out between the parties herein in Exhibit "A" and equipment specified in
Exhibit "B" by mutually executing between itself and two of its affiliates the
"Working Interest Purchase Agreement" dated June 12,2007 (such agreement
referred to herein as the "June 07 WIPA"); and
WHEREAS,
for reference the parties specified in the June 07 WlP A were Xxxx Resources,
Limited, Xxxx Contracting Company LLC, and Xxxxxx Xxxx, all collectively defined
as the "Assignor/Operator" in the June 07 WIP A; and Hyperdynamics Corporation,
HYD Resources Corporation, and Trendsetter Production Company was the "Assignee"
under the June 07 WIPA; and
WHEREAS,
Assignor owns 85% of the working interest in those properties purchased
originally under the June 07 WIPA plus other properties acquired since the June
07 WIPA was signed and in accordance with the terms of the June 07 WIPA, and all
such properties which Assignor currently holds an 85% working interest in is now
listed in Exhibit "A" attached hereto and such has been made a part hereof; and
Assignor and Assignee have come to an agreement whereby Assignee shall acquire
100% of Assignor's 85% working interest in said properties; and
WHEREAS,
the parties are desirous that this agreement be formalized for purposes of
particularizing all aspects of same;
THEREFORE,
KNOW ALL MEN BY THESE PRESENTS that Assignor and Assignee do hereby agree as
follows, to-wit:
PROPERTIES
AND RIGHTS TO BE ASSIGNED
1. That
Assignor shall assign to Assignee 100% of all of Assignor's 85% working interest
ownership in the producing xxxxx, disposal xxxxx and oil and gas leases
described on Exhibit "A" attached hereto, together with a corresponding interest
in any and all existing production and presently non-producing mineral leasehold
acreage held by said production, all equipment (both surface and down-hole)
utilized in the existing production activities (see Exhibit "B" attached hereto)
and all contract rights involving access roads, disposal xxxxx and any other
property rights or incidents of ownership relating to or in any way affecting
the oil, gas and mineral leases and xxxxx in question. All property and rights
acquired by Assignee hereunder are also referred to as the "Acquired Property",
herein.
2.
Assignor shall convey a clear and marketable title free of all claims, liens and
encumbrances, in and to the properties to be conveyed, and as referenced in
Paragraph I. above. Moreover, all questions as to title and marketability shall
be determined in accordance with the opinion and recommendations of Assignee's
attorney, and in the event that the title of Assignor is not clear and
marketable with respect to anyone more of said properties, Assignee shall have
the right and option to withdraw from this contract or renegotiate
same.
3. It is
to be also understood that the working interest which Assignee shall acquire
from Assignor is reflective of documents recorded through March 1,2009, and said
working interest shall not be burdened with any overriding royalty interest in
favor of Xxxxx Xxxx Consulting, LLC which has not been formally assigned and
recorded prior to that date.
CLOSING
AND CONSIDERATION
The
complete consideration to be paid by Assignee to Assignor shall be cash payments
totaling two million six hundred seventy thousand dollars ($2,670,000, herein
referred to as the "total purchase price"), and which will be paid as
follows:
a. On or
before April 21, 2009, Assignee shall pay an initial payment to Assignor of one
million thirty thousand dollars ($1,030,000 - the "initial payment"). However,
upon the payment by Assignee to Assignor of the sum of $100,000.00, on or prior
to April 21, 2009, Assignee shall have the right to extend the period of time in
which to pay the remaining $930,000.00 to on or before May 7, 2009. In any
event, both Assignor and Assignee shall be entitled to the right of specific
performance regarding this initial phase of the purchase agreement. Upon receipt
of this initial payment, the June 07 WIPA shall immediately be
suspended.
b. eight
hundred twenty thousand dollars ($820,000 - the "second payment") shall be paid
by Assignee to Assignor by or before August 7, 2009.
c. eight
hundred twenty thousand ($820,000 - the "final payment") shall be paid by
Assignee to Assignor by or before November 7, 2009.
Once the
total purchase price is paid by Assignee and prior to any exercise of the
re-purchase option, as the case may be, as specified hereunder, then the parties
and their related appropriate affiliates agree that the June 07 WIPA is forever
null and void. This covenant is made possible by the signature of Xxxxxx Xxxx
who represents he has the authority to sign for all the entities collectively
making up the Assignor/Operator associated with the June 07 WIPA and the
signature of Xxxx Xxxxx hereunder who represents he has the authority to sign
for the entities collectively making up the June 07 WIPA Assignee.
ASSIGNMENT
AND PRODUCTION REVENUE RIGHTS
This
agreement and its enforceability shall become effective when it is signed by all
parties ("closing"), and the assignment of the properties and rights
contemplated herein shall occur within 24 - 48 hours thereafter, i.e., Assignor
shall execute three (3) assignments prepared and submitted by Assignee's
attorney for signature, and once such assignments are consummated, the actual
documents shall be held by Assignee's attorney and not recorded until the
payments described in the "RELEASE AND CONVEYANCE" section of this agreement are
made. Once the particular payment is made, the assignment relative thereto may
be released for recordation.
For any
April 2009 revenues received by Assignor by and through automatic payments from
Shell or Plains Marketing, Assignor will pay, within 5 days of receipt, all such
revenues to Assignee. All operating expenses for April shall be paid by
Assignee. It is contemplated herein that by May 2009, all payments shall be set
up with Plains Marketing and/or Shell to go directly to
Assignee.
RECEIPT
OF EOUIPMENT
Assignee
agrees and certifies that it has received all the equipment listed in Exhibit B,
and it is understood that Assignor does not warrant the fitness of any of the
equipment listed in Exhibit B in any respect, same to be transferred in an "as
is" condition with no after sale obligation whatsoever.
REPORTING,
RESTRICTIONS ON ASSIGNMENTS. TRANSFERS,
ENCUMBRANCES
Assignee
agrees not to contract to assign, encumber, transfer, or sell any interest in
the properties and rights conveyed herein, and more fully described in Exhibit
"A" and Exhibit "B", until such time as the payments are made as specified below
under the "RELEASE AND CONVEYANCE" section.
Until the
total purchase price has been paid and final payment is made, Assignee agrees to
continue to report daily production from pumper records and oil sales records
from Plains Marketing and/or Shell as the case may be.
RELEASE
AND CONVEYANCE
Assignor
agrees that upon the payment by Assignee to Assignor of one million thirty
thousand dollars ($1,030,000), as stipulated hereinabove, Assignor agrees that
Assignee shall have the right to assign, encumber, transfer, or sell the leases
and equipment, and rights associated with the "Peabody" leases recorded at COB
417, page 151 and COB 393, page 56 of the records of Concordia Parish,
Louisiana, and insofar and only insofar as said leases cover and apply to the
240 acres tract described in said leases and located in Sections 36 through 43,
Township 2 North, Range 8 East, Concordia Parish, Louisiana.
Assignor
agrees that upon the payment by Assignee to Assignor of the eight hundred twenty
thousand dollars ($820,000), due August 7, 2009, Assignor agrees that Assignee
shall have the right to assign, encumber, transfer, or sell the leases and
equipment, and rights associated with the Deville/Rider lease recorded at COB
1570, page 380, Registry No. 1363780 of the records of Rapides Parish,
Louisiana.
Assignor
agrees that upon the payment by Assignee to Assignor of the eight hundred twenty
thousand dollars ($820,000), due November 7, 2009, Assignor agrees that Assignee
shall have the right to assign, encumber, transfer, or sell the leases and
equipment, and rights associated with lease numbers not released in previous
payments as specified in Exhibit "A" attached hereto and made a part
hereof.
OPTION
RIGHTS OF RE-PURCHASE BY ASSIGNOR
If any
scheduled payment is not made in its entirety by Assignee to Assignor by the
specified due date herein, Assignor shall immediately obtain the option right to
repurchase 100% of all the property and equipment that has been conveyed herein
pursuant to Exhibits "A" and "B” but has not yet been released
pursuant to the "RELEASE AND CONVEYANCE" section above; and at any time
thereafter and prior to the total purchase price actually being received in
Assignor's bank account. If such is the case, at any time after a missed payment
due date, Assignor may given written notice to Assignee, of its exercise of its
right to re-purchase for the price as specified below in the "DETERMINATION OF
REPURCHASE PAYMENT" section. This right to re-purchase all of the property and
rights shall continue unless the total purchase price is paid and final payment
is made prior to the Assignee's receipt of the Assignor's exercise notice. In
the case of a written notice by Assignor to exercise the re-purchase of the
property and equipment under this described repurchase option, such notice may
be delivered via mail, overnight delivery, hand delivery, or faxed to Assignee
or Assignee's attorney. Once the notice is faxed or otherwise delivered,
Assignee will immediately cease to have the right to pay the balance and keep
the property and equipment conveyed hereunder and Assignee will be obligated to
act forthrightly within five days to establish an escrowed closing with
Assignee's attorney, receive the cash re-purchase price and then Assignee will
assign all property and equipment pursuant to Exhibit "A" and Exhibit "B” but
not yet released, back to Assignor in a way to promptly make effective the
Assignor's exercised option for re-purchase. Assignee and all relevant
affiliates agree that in the case of an exercised re-purchase, that the
suspended June 07 WIPA will immediately become once again effective as of the
date of the re-purchase payment being made to Assignee's bank
account.
DETERMINATION
OF REPURCHASE PAYMENT
The
repurchase payment due to Assignee in the event of nonpayment of the full
purchase price as described herein shall be One Thousand Dollars
($1,000).
INTERVENTION
Xxxxxx X.
Xxxx, Individually, joins in the execution of this agreement for purposes of
making Himself personally liable for the obligations of Assignee created in this
agreement.
SIGNATURES
This
agreement shall be effective upon appropriate execution below and mutual receipt
of faxed signatures. All amendments to this agreement must have the agreement by
signature of all parties Involved.
Executed
by ASSIGNOR effective as of April 1, 2009.
HYPERDYNAMICS
CORPORATION, .
HYD
RESOURCES CORPORATION, and
TRENDSBTTER
PRODUCTION
COMPANY
By: /s/
XXXX XXXXX, CEO
XXXX
XXXXX, CEO
Executed
by ASSIGNEE effective as of April 1, 2009.
XXXX
RESOURCES LIMITED
By: /s/
XXXXXX X. XXXX, President
XXXXXX X.
XXXX, President
Executed
by INTERVENOR effective as of April 1, 2009.
/s/
XXXXXX X. XXXX, Individually
XXXXXX X.
XXXX, Individually
