PURCHASE/SALE AGREEMENT
EXHIBIT
10-1
This
Agreement is made and entered into by and between Mr. Xxxx Xxxxxx ____________________(the “Seller”); and Signature Exploration and
Production Corp. (the “Purchaser”).
Whereas,
the Seller is the record owner and holder of a certain oil, gas and/or mineral
lease which is unencumbered by any liens or other restrictions, (the
“Lease”).
Whereas,
Xxxx Xxxxxx holds a Fifteen (15%) percent interest in the Lease, Xxxx Xxxxxxx
holds a Fifteen (15%) percent interest in the Lease, Signature Exploration and
Production Corp. has an option to purchase up to a Xxxxxx (30%) percent interest
in the Lease and the remaining Forty (40%) pecent interest in the Lease is to be
used for funding drilling and operations of the Lease. After the
purchase of the Five (5%) percent interest in the Lease represented in this
transation, Signature Exploration and Production Corp. will have the option of
purchasing the remaining 25% interest in the Lease for $25,000. After
the closing of this transaction, Xxxx Xxxxxx’x and Xxxx Xxxxxxx’x interest in
the Lease will remain 15% each.
Whereas,
the Purchaser desires to purchase a Five (5.00%) percent turnkey
working interest in said Lease and the Seller desires to sell a Five (5.00%)
percent turnkey working interest in said Lease, upon the terms and subject to
the conditions hereinafter set forth:
Now
therefore, in consideration of the mutual covenants and agreements contained in
this agreement and in order to consummate the purchase and sale of the Lease, is
hereby agreed as follows:
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1.
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Sale and Purchase of Turnkey
Working Interest. Subject to the terms and conditions of
this Agreement, the Purchaser agrees to purchase from the Seller, and the
Seller agrees to sell to the Purchaser, a Five (5.00%) percent turnkey
working interest in the Lease as described on Exhibit A, for Five Thousand
Dollars ($5,000). The Purchaser will deliver payment within ten
(10) business days of the execution of this agreement. The
Seller agrees and acknowledges that the initial sale and transfer of the
turnkey working interest will be effective and enforceable as of the
Execution Date, as evidenced by the execution of the signature page of
this Agreement by the Seller and
Purchaser.
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2.
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Representations and Warranties
of the Seller. The Seller hereby represents and warrants
to Purchaser as follows:
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(a)
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Authorization. All
action on the part of the Seller and and/or Phoenix Energy or other
affiliates or associates of the Seller, necessary for the authorization,
execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated herein, and for the delivery of the
turnkey working interest being sold hereunder, has been taken or will be
taken, and this Agreement constitutes a valid and legally binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms.
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(b)
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Other
Agreements. The execution, delivery and performance of
this Agreement will not cause the Seller to be in violation of or in
default under any applicable laws or any material document, agreement or
instrument to which the Seller is a party or by which its assets may be
bound.
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3.
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Representations and Warranties
of Purchaser. Purchaser hereby represents and warrants
as follows:
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(a)
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Authorization. Purchaser
has full power and authority duly to execute, deliver and perform this
Agreement and to own the turnkey working interest for Purchaser’s own
benefit; all acts and conditions required by law to authorize the
execution, delivery and performance by Purchaser of this Agreement and the
transactions contemplated herein have been duly performed and satisfied;
and this Agreement constitutes a valid and legally binding obligation of
Purchaser, enforceable against Purchaser in accordance with its
terms.
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4.
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All Sales are
Final. Any and all sales transacted under this agreement
are final and without recourse to both the Seller and the Purchaser.
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5.
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Delivery of the Lease
Document. At closing and upon payment in full, the
Seller will deliver a copy of the current lease document to the
Purchaser.
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6.
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Payment. The
sum of the purchase amount will be transferred via FedEx to an address
provided be the Seller to the
Purchaser.
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7.
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Continuing
Participation. Upon renewal of the Lease by the Seller
and and/or Phoenix Energy or other affiliates or associates of the Seller,
the Purchaser retains the right to continue its Five and N0/100ths (5%)
turnkey working interest participation for a fee of Five Thousand Dollars
($5,000) per lease period.
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8.
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Miscellaneous
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(a)
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Notices. Notices
given pursuant to this Agreement will be deemed duly given on the date of
personal delivery, on the date sent by fax or three days after mailing if
mailed by certified or registered mail, return receipt requested, postage
prepaid, to the party at its address on the signature page below or such
other address of which the addressee may subsequently notify the other
parties in writing.
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(b)
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Expenses. Except
as specifically provided to the contrary, each party will pay his, her or
its own expenses incurred in connection with this Agreement or any
transactions contemplated by this
Agreement.
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(c)
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(d)
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Amendments;
Waivers. Neither this Agreement nor any provision may be
amended except by written agreement signed by the parties. No
waiver of any breach or default will be considered valid unless in
writing, and no such waiver will be deemed a waiver of any subsequent
breach or default.
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(e)
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Entire
Agreement. This Agreement is the entire agreement of the
parties regarding its subject matter and supersedes all prior written or
oral communications or agreements.
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Seller:
[Name]
/s/ Xxxx
Xxxxxx
Signature
Xxxx
Xxxxxx
Printed
Name
Dated: August 17,
2009
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Purchaser:
[Name]
/s/ Xxxxxx
Xxxxxx
Signature
Xxxxxx Xxxxxx, for
Signature Exploration and Production Corp.
Printed
Name
Dated: August 17,
2009
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Exhibit
A
The
Xxxxxx Xxxxxx Lease area is located in the Southwest corner of Young County,
Texas. It is six and one-half (6 ½) miles northeast of the town of Woodson,
Texas and consists of a 160 acres (more or less) with the western edge of the
lease bordering the Xxxxxxxxxxxx County line. (See Figures Below)
