ESCROW AGREEMENT July 19, 2012
EXHIBIT 10.5
July 19, 2012
This Escrow Agreement is reached between the following parties:
SUCCESS OIL CO., INC. of 0000 Xxxxxxxx Xxxx. #000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 hereinafter called ("SUCCESS”),
EGPI FIRECREEK, INC./XXXXXX XXXXXXXXX/CEO, AND FURTHER THROUGH ITS WHOLLY OWNED SUBSIDIARY, ENERGY PRODUCERS Inc., of 0000 XXXXX XXXX XXXX, XXXX XX XXXXXXXX XXXXXX, XX. 00000 hereinafter called (collectively, "FIRECREEK"), and
Mondial Ventures, Inc, of 0000 Xxxx Xxxxx Xxxxx, Xxxxx 0, Xxx Xxxxx, Xxxxxx 00000, herein after called (“MONDIAL”), and
Xxxxxxx X. Proper, Attorney at Law, of 00000 X. Xxxxx Xxxx, Xxxxx 000-000,
Xxxxxxx, XX 00000, hereinafter called ("PROPER").
WHEREAS, SUCCESS and FIRECREEK and MONDIAL, wish to re-complete/re-work the Crawar -2 Oil & Gas Well located on the South 40 acres of the of the X.X. XXXX , XXXX COUNTY TEXAS (RRC #33611), whose legal description is attached hereto on Exhibit "A", hereinafter called “PROPERTY", to produce the Glorietta formation, and
WHEREAS, SUCCESS, FIRECREEK, and MONDIAL have entered into a “Turnkey Rework Agreement attached hereto on Exhibit “B” (the “Participation-Turnkey Program Agreement”) which defines and sets forth the matters therein including Commencement of the development program for the prospect xxxxx located on the Property, and
WHEREAS, FIRECREEK, and MONDIAL have agreed to deposit funds with PROPER to be disbursed in accordance with this Agreement upon PROPER receiving the “Escrow Notification Letter” attached hereto as Exhibit “C”, and SUCCESS has agreed to assign to FIRECREEK, a 75% working Interest (56.25% net revenue interest) in the reworked depths of the Crawar - 2 well bore, and.
WHEREAS, pursuant to the Turnkey Rework Agreement FIRECREEK and/or MONDIAL is to pay SUCCESS Eighty Thousand and no/100 dollars ($80,000) in accordance with the terms of this Escrow Agreement and further, the final confirmation and acceptance of all items therein listed in the Escrow Notification Letter attached on Exhibit “C” hereto.
For consideration of Ten Dollars ($10.00) and the mutual provisions contained herein, the parties hereto agree as follows:
1. PROPER is to hold in escrow, Escrow Funds of $80,000.00 provided to him by MONDIAL, and a certain Assignment and Xxxx of Sale from SUCCESS until the following events:
(a) PROPER is informed in writing signed by SUCCESS, FIRE CREEK and MONDIAL that PROPER is to pay to SUCCESS $80,000.00 and cause that certain Assignment and Xxxx of Sale to be recorded in Xxxx County, Texas
(b) If PROPER receives conflicting instructions he may place the funds in the registry of a court.
2. PROPER shall not be responsible for his actions unless such actions are in violation of this Escrow Agreement or PROPER acts with willful misconduct or gross negligence.
3. This agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this agreement that is not contained herein shall be valid or binding unless in writing signed by all parties.
4. If any action at law or in equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which he may be entitled.
5. The validity of this agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of Arizona.
6. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
7. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:
If to the Firecreek:
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention:
Chairman of the Board and Chief Financial Officer
Facsimile No.: (000) 000-0000, 480-948-6581, (Voice) 000-000-0000
(Cell)
If to SUCCESS:
SUCCESS OIL CO., INC.
Attn: Jeru Xxxxxx, Pres.
0000 Xxxxxxxx Xxxx. #000
Xxxxxxx Xxxxx, Xx. 00000
FAX #: (000) 000-0000, (000) 000-0000 (Voice)
If to MONDIAL VENTURES, INC.
MONDIAL VENTURES, INC.
Attn.:
0000 Xxxx Xxxxx Xxxxx Xxxxx 0
Xxx Xxxxx, Xxxxxx 00000
Phone: Cell: x0-000-000-0000
Email: xxxxxxxxxxxxxxx@xxx.xxx
If to Proper:
Xxxxxxx X. Proper
Attorney at Law
00000 X. Xxxxx Xxxx, Xxxxx 000-000
Xxxxxxx, XX 00000
Fax # (000) 000-0000
E-mail: Xxxx@Xxxxxxx.xxx
EXECUTED this ____ day of July, 2012.
_______________________________________
Xxxxxxx X. Proper
SUCCESS OIL CO., INC.
By_______________________________________
JERU XXXXXX
President of SUCCESS OIL CO.
ENERGY PRODUCERS, INC.
a wholly owned subsidiary of
By __________________________
Xxxxxx X. Xxxxxxxxx
President, on behalf of EGPI Firecreek, Inc.,
sole shareholder of Energy Producers, Inc.
MONDIAL VENTURES, INC.
By __________________________________
Its: C.E.O (effective on time of appointment only)
FUNDS WIRED TO:
Meridian Bank, N.A.
Peoria, AZ
Routing No. 000000000
Account No. 2100001326
Arizona Bar Foundation Trust Account of Xxxxxxx X. Proper
EXHIBIT “A”
TO AN ESCROW AGREEMENT
EFFECTIVE July 19, 2012
Legal Description
Description of Lands and Leases:
X.X. Xxxx Lease in W ½ of the NW ¼ of Sec. 18,Block B-20, Public School lands, Xxxx County, Texas at 1787 FNL and 853 FWL
EXHIBIT “B”
TO AN ESCROW AGREEMENT
EFFECTIVE July 13, 2012
Turnkey Rework Agreement
[TO BE ATTACHED ON FOLLOWING PAGE]
EXHIBIT “C”
[Escrow Notification Letter]
TO AN ESCROW AGREEMENT
EFFECTIVE July 19, 2012
EXHIBIT “C”
Dated the _____ day of _________, 2012
Xx. Xxxxxxx Proper
Attorney at Law
00000 X. Xxxxx Xxxx #000-000
Xxxxxxx, XX 00000
Re: Escrow Agreement with effective date of July 19, 2012
Dear Mr. Proper:
You are hereby instructed to immediately distribute from the escrow funds you are holding, $80,000.00 to Success Oil Company Inc. Concurrently, please take all steps necessary to file and record the Assignment and Xxxx of Sale from Success Oil Company Inc. to Energy Producers Inc. with the Xxxx County, Texas County Clerk Recorder’s office.
Sincerely,
SUCCESS OIL CO., INC.
By ___________________________________
Jeru Xxxxxx, President
ENERGY PRODUCERS INC.
By ___________________________________
Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
of EGPI Firecreek, Inc., sole shareholder
of Energy Producers, Inc.
MONDIAL VENTURES, INC.
By:
Title: C.E.O (effective on time of appointment only)
