ASSET PURCHASE AND SALE AGREEMENT
Exhibit 99.3
Asset Purchase
and Sale Agreement
This
Asset Purchase and Sale Agreement (this "Agreement"), is made this
February 20 2009, among South Texas Oil Company, a Nevada corporation and its
Subsidiaries (collectively the “Company” or “Seller”), and Longview Fund,
L.P., a California limited partnership, and its affiliates that appear as
signatories to and have executed this Agreement (collectively, “Longview” or “Buyer”).
WHEREAS,
the Company and Longview entered into a securities purchase agreement, dated as
of April 1, 2008 (as amended by the June 2008 Amendment Agreement, and as may
otherwise be amended, supplemented, restated or modified and in effect from time
to time, the “Purchase
Agreement”), pursuant to which Longview purchased from the Company, among
other things, secured notes,
each bearing interest payable to Longview by the Company quarterly (such
notes, together with any promissory notes or other securities issued in exchange
or substitution therefor (other than as provided in this Agreement) or
replacement thereof, and as any of the same may be amended, supplemented,
restated or otherwise modified and in effect from time to time, the “Notes”);
WHEREAS,
the current principal amount plus accrued paid in kind interest of the Notes
(the “Principal Amount”)
issued by the Company to Longview is $26,132,400.27(the “Notes
Obligation”);
WHEREAS,
the Company desires to pay and Longview has agreed to accept and discharge $9,800,000 of the Notes
Obligation (the “Partial Notes
Obligation”), by the Company’s conveyance of certain assets to Longview
in exchange for the discharge and release by Longview of the Partial Notes
Obligation, as provided in this Agreement (the “Debt Asset
Exchange”);
WHEREAS,
the board of directors of the Company (the "Board") has directed the
Board’s Executive Committee to evaluate, negotiate and approve the restructuring
the Company’s capital structure, including matters pertaining to the partial or
full payment of Notes Obligation;
WHEREAS,
the Executive Committee has, with the assistance of legal and financial
advisors, informed itself about, and has directed senior management of the
Company to negotiate the exchange of the Company’s equity in full satisfaction
of the Partial Notes Obligation owed by the Company to Longview;
and
WHEREAS,
the Executive Committee has determined that the terms of the Debt Asset Exchange
as set forth in this Agreement are in the best interests of the Company and its
stockholders and has approved this Agreement and has recommended that the Board
approve and declare advisable this Agreement and take all actions required to be
taken by the full board to effectuate the foregoing, and the Board has effected
such approval and taken such action.
1
NOW,
THEREFORE, in connection with the payment of the Partial Notes Obligation to be
made by the Company, and the discharge of same to be provided by Longview
hereunder, the Company and Longview, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, agree as
follows:
1. Interest
in Real Properties. Seller hereby sells, and Buyer hereby purchases, for
the consideration hereinafter set forth, of all of the right, title and interest
of Seller in and to the Real Properties more fully described on Exhibit "A" to this
Agreement, as follows:
(a) All
oil, gas and mineral leases, leasehold interests, operating rights, working
interests, production payments, reversionary interests, convertible interests,
net profits interests and net revenue interests and other rights to oil, gas and
minerals in place, to the extent described in or attributable to the interests,
lands or leases described in Exhibit "A" attached
hereto and made a part hereof, whether producing or non-producing, and all such
leases (and any ratifications and/or amendments to such leases, whether or not
such ratifications or amendments are described on Exhibit "A") and interests
covering the lands described in Exhibit “A” even though such rights might be
omitted from Exhibit "A" or incorrectly described on Exhibit “A” (collectively,
the "Lands");
(b) All
presently existing and valid oil, gas and/or mineral unitization, pooling,
and/or communization agreements, declarations or designations and statutorily,
judicially or administratively created drilling, spacing and/or production units
and/or orders (including without limitation all units formed under orders,
rules, regulations, or other official acts of any federal, state, or other
authority having jurisdiction, and voluntary unitization agreements,
designations and/or declarations) whether recorded or unrecorded, insofar as the
same are relating to the properties or Lands described in subsection (a) above,
to the extent and only to the extent such rights, titles and interests are
attributable to the properties or Lands described in subsection (a)
above;
(c) All
presently existing and valid production sales agreements, operating agreements,
gathering agreements, transportation agreements, farmout and farmin agreements,
unitization, pooling and communitization agreements, purchase agreements,
exploration agreements, area of mutual interest agreements, exchange and
processing contracts and agreements,
partnership and joint venture agreements and any other contracts,
agreements and instruments which relate to any of the properties or Lands
described in subsections (a) and (b) above, to the extent and only to the extent
such rights, titles and interests are attributable to the properties or Lands
described in subsection (a) above; and
(d) All
tangible personal property, equipment, machinery, fixtures and improvements
located on the Lands, including all oil and gas xxxxx (including those xxxxx
listed on Exhibit “A”, the “Xxxxx”), injection xxxxx, salt water disposal
facilities, well heads, casing, tubing, pumps, motors, gauges, valves, heaters,
treaters, water lines, vessels, tanks, boilers, separators, treating equipment,
owned compressors and other equipment, automation systems including meters and
related telemetry on xxxxx, pipelines, power lines, telephone and communication
lines and other appurtenances owned in connection with the production, treating,
storing, transportation or marketing of crude oil, natural gas, casinghead gas,
condensate, sulfur, natural gas liquids, and other liquid or gaseous
hydrocarbons from the Lands and located on the properties or Lands described in
subsections (a) and (b) above and used in connection with the exploration,
development, operation or maintenance thereof, to the extent and only to the
extent such rights, titles and interests are attributable to the properties or
Lands described in subsections (a) and (b) above.
2
(e) Seller conveys all
of and only that right, title and interest as it received from its seller and
references that certain “Purchase and Sale Memorandum” between Xxxx Oil &
Gas Company and the Company and its subsidiary STO Properties LLC, dated
November 2007, and the Exhibits annexed thereto.
Seller's
right, title and interest in the properties and Lands specified in the foregoing
subsections (a) and (b), together with the Seller's right, title and interest
specified in the foregoing subsections (c) and (d), are collectively referred to
herein the "Real
Properties."
2. Personal
Properties. Seller hereby sells, and Buyer hereby purchases, for the
consideration hereinafter set forth, of all of its right, title and interest of
Seller in and to the Personal Properties more fully described on Exhibit "B" to this
Agreement, as follows:
(a) UNIT
U-34 Single Drum Drawworks drilling rig and associated equipment and other
properties described on Exhibit “B” to this Agreement.
(b) All
materials, supplies, machinery, equipment, improvements and other personal
property and fixtures used in connection with the UNIT U-34 Single Drum
Drawworks drilling rig.
(c) The
UNIT U-34 Single Drum Drawworks drilling rig is sold “as is”. Seller
conveys only that right, title and interest as it received from its seller of
the drilling rig and makes no representations or warranties as to the title to
said drilling rig
Seller's
right, title and interest in the properties specified in the foregoing
subsections (a) and (b), are collectively referred to herein the "Personal
Properties."
3. Purchase
Price. The purchase price for the Real Properties and the
Personal Properties (collectively the “Properties”) is Nine Million
Eight Hundred Thousand and 00/100 Dollars ($9,800,000.00) (the "Purchase
Price"). Buyer and Seller agree that, contemporaneous with the
execution of this Agreement, Seller shall convey the Properties to Buyer in
exchange for the discharge and release by Buyer the Partial Notes Obligation
which Debt Asset Exchange shall constitute the payment of the Purchase Price by
Buyer.
|
4.
|
Exchange and
Release
|
(a) Exchange. Subject to
the terms and conditions set forth herein, on the Closing Date, the Company
shall convey the Properties to Longview in exchange for Longview’s discharge and
satisfaction of the Partial Notes Obligation by the Company in the amount of
$9,800,000. The consummation of the exchange of the Partial Notes
Obligation for the Properties as described in Section 2 is hereinafter referred
to a s the "Exchange
Closing”.
3
(b) Exchange
Release. Upon the Exchange Closing, the Company’s personal
liability for the Partial Notes Obligation under the Notes will be extinguished
immediately and cancelled, and any and all monetary obligations of the Company
and its Subsidiaries with respect to or arising out of the Partial Notes
Obligation shall be terminated and released and be of no further force and
effect except that the indemnification rights for third party claims granted to
Longview and the other Releasees pursuant to the Transaction Documents shall
survive and not be extinguished. Longview and the Company, each as to
the other, with effect from and after the Debt Exchange Closing and the closing
under the Asset Purchase Agreement, irrevocably waives, releases and forever
discharges the other and each of the other’s Subsidiaries' respective
successors, predecessors, assigns, affiliates, subsidiaries and divisions and
each and all of their respective directors, officers, stockholders, employees,
representatives and agents (the "Releasees") from any and all
actions, causes of action, suits, claims, demands, proceedings, orders,
judgments, obligations, rights, privileges, covenants, contracts, agreements,
debts, dues, sums of money, deliveries and liabilities whatsoever, whether known
or unknown, suspected or unsuspected, both at law and in equity (collectively,
"Claims") which Claims
each party to this Agreement and their respective heirs, executors,
administrators, successors and assigns may then have, ever will have had or may
thereafter have against the Releasees in connection with, or related directly or
indirectly to, the Partial Notes Obligation, including any and all the
indebtedness or obligations represented thereby or the terms thereof, but not
including any claims arising out of any breach by Longview or the Company of
their respective obligations under this Agreement. The Claims hereby
released do not include indemnification rights for third party claims granted to
Longview or the Company pursuant to the Transaction Documents nor a release of
Longview’s ORRI rights and benefits as set forth more particularly in certain
Override Conveyances to Longview.
|
5.
|
Representations and
Warranties of the Company
|
(a) Due
Incorporation. The Company and each of its Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of the respective jurisdictions of their incorporation and have the requisite
corporate power to own their properties and to carry on their business as now
being conducted. The Company and each of its Subsidiaries is duly
qualified as a foreign corporation to do business and is in good standing in
each jurisdiction where the nature of the business conducted or property owned
by it makes such qualification necessary, other than those jurisdictions in
which the failure to so qualify would not have a material adverse effect on the
business, operations or prospects or condition (financial or otherwise) of the
Company.
(b) Authority;
Enforceability. This Agreement has been duly authorized,
executed and delivered by the Company and is a valid and binding agreement
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights generally and to
general principles of equity; and the Company has full corporate power and
authority necessary to enter into this Agreement and to perform its obligations
hereunder and all other agreements entered into by the Company relating
hereto.
4
(c) No Violation or
Conflict. The performance by the Company of its obligations
under this Agreement and all other agreements entered into by the Company
relating thereto will not:
i. violate,
conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default) under (A) the articles of incorporation, charter
or bylaws of the Company, or any of its Subsidiaries, (B) to the Company's
knowledge, any decree, judgment, order, law, treaty, rule, regulation or
determination applicable to the Company, or any of its affiliates of any court,
governmental agency or body, or arbitrator having jurisdiction over the Company,
or any of its affiliates or over the properties or assets of the Company, or any
of its affiliates, (C) the terms of any bond, debenture, note or any other
evidence of indebtedness, or any agreement, stock option or other similar plan,
indenture, lease, mortgage, deed of trust or other instrument to which the
Company, or any of its affiliates is a party, by which the Company, or any of
its affiliates is bound, or to which any of the properties of the Company, or
any of its affiliates is subject, or (D) the terms of any "lock-up" or similar
provision of any underwriting or similar agreement to which the Company, or any
of its affiliates is a party; or
ii. result
in the creation or imposition of any lien, charge or encumbrance upon the
Securities or any of the assets of the Company, or any of its
affiliates.
(d) Approvals. There are
no approvals or consents required from third parties for the conveyances of the
Properties contemplated by this Agreement, other than (i) the Waiver and Consent
attached to this Agreement as Exhibit "C", (ii) approvals ("Routine Governmental
Approvals") required to be obtained from governmental entities who are lessors
under leases forming a part of the Properties (or who administer such leases on
behalf of the such lessors) which are customarily obtained post-closing, and
where the failure to obtain such approvals would not cause a variance in the NRI
or WI percentages shown on Exhibit "A", and (ii) for the requirements of any
maintenance of uniform interest provisions contained in any joint operating or
other agreements. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, nor the
compliance with the terms hereof, will result in any default under any agreement
or instrument to which the Company is a party or by which its interest in the
Properties is bound, or violate any order, writ, injunction, decree, statute,
rule or regulation applicable to Seller or to the Properties.
(e) Valid, Binding and
Enforceable. This Agreement constitutes (and the conveyances
of the Properties provided for herein to be delivered will, when executed and
delivered, constitute) the legal, valid and binding obligation of Seller,
enforceable in accordance with its terms, except as limited by bankruptcy or
other laws applicable generally to creditor's rights and as limited by general
equitable principles.
5
(f) Special Limited Warranty of
Title – Real Properties. The Company does hereby bind itself,
and its successors and assigns, to warrant and forever defend title to the Real
Properties to Longview, and its successors and assigns, against every lien,
claim or encumbrance (except only those specified on Exhibit "D" attached
hereto) to, and every person claiming an interest in, the Real Properties by,
through and under the Company, but not otherwise. Pursuant to this
special limited warranty of title, Seller represents and warrants that it owns
an approximately 37.5% non-operated working interest in each of the Real
Properties set forth in Exhibit "A" attached hereto, including the xxxxx drilled
thereon, and that the Real Properties conveyed to Longview shall comprise an
aggregate of 23,111 gross and approximately 8,666 net acres, subject only to the
items specified on Exhibit "D" attached hereto.
(g) Environmental
and Operating Condition. To the Company's knowledge, there
are no environmental or operating conditions with respect to the Properties that
are not in compliance with applicable laws, including without limitation
applicable environmental laws, and Seller further represents and warrants that
the Real Properties have been operated in accordance with applicable laws,
including without limitation applicable environment laws.
(h) Correctness of
Representations. The Company represents that the foregoing
representations and warranties are true and correct as of the date hereof in all
material respects, will be true and correct as of the Closing Date, and, unless
the Company otherwise notifies Longview prior to the Closing Date, shall be true
and correct in all material respects as of the Closing Date. The
foregoing representations and warranties shall survive the Closing
Date.
(i) Disclaimers. EXCEPT
AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE SPECIAL LIMITED WARRANTY OF TITLE
AND WARRANTY OF ENVIRONMENT AND OPERATING CONDITION ARE THE SOLE AND EXCLUSIVE
WARRANTIES PROVIDED HEREUNDER AND ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND
WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SELLER EXPRESSLY
DISCLAIMS ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES, IT BEING
ACKNOWLEDGED AND AGREED THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THAT THE
PROPERTIES SHALL BE CONVEYED PURSUANT HERETO WITHOUT ANY WARRANTY OR
REPRESENTATION, RELATING TO TITLE TO THE PROPERTIES OR RELATING TO THE
CONDITION, QUANTITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO
THE MODELS OR SAMPLES OF MATERIALS OR MERCHANTIBILITY OF ANY EQUIPMENT OR ITS
FITNESS FOR ANY PURPOSE AND, EXCEPT AS PROVIDED OTHERWISE IN THE FIRST SENTENCE
OF THIS PARAGRAPH, WITHOUT ANY OTHER EXPRESS, IMPLIED, STATUTORY OR OTHER
WARRANTY OR REPRESENTATION WHATSOEVER. EXCEPT AS PROVIDED OTHERWISE HEREIN,
BUYER SHALL ACCEPT ALL OF THE SAME IN THEIR "AS IS, WHERE IS" CONDITION. ALSO
WITHOUT LIMITATION OF THE FOREGOING, SELLER MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF
ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR MATERIALS NOW,
HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION RELATIVE TO PRICING ASSUMPTIONS,
THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE
PROPERTIES, THE ABILITY OR POTENTIAL OF THE REAL PROPERTIES TO PRODUCE
HYDROCARBONS, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, OR ANY OTHER
MATTERS CONTAINED IN THE DATA OR ANY OTHER MATERIALS FURNISHED OR MADE AVAILABLE
TO BUYER BY SELLER OR BY SELLER'S AGENTS OR REPRESENTATIVES OR BY ANY OTHER
PARTY. ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND
OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED OR OTHERWISE MADE AVAILABLE OR
DISCLOSED TO BUYER ARE PROVIDED TO BUYER AS A CONVENIENCE AND SHALL NOT CREATE
OR GIVE RISE TO ANY LIABILITY OF OR AGAINST SELLER AND ANY RELIANCE ON OR USE OF
THE SAME SHALL BE AT BUYER'S SOLE RISK TO THE MAXIMUM EXTENT PERMITTED BY
LAW.
6
|
6.
|
LONGVIEW
REPRESENTATIONS AND
WARRANTIES.
|
(a) Authorization; Enforcement;
Validity». Longview is a validly existing partnership or
limited liability company, as applicable, and has the requisite partnership or
limited liability company, as applicable, power and authority to purchase the
Securities pursuant to this Agreement. This Agreement, has been duly
and validly authorized, executed and delivered on behalf of Longview, and each
is a valid and binding agreement of Longview, enforceable against Longview in
accordance with its terms. Each of the other agreements and other
documents entered into and executed by Longview in connection with the
transactions contemplated hereby as of the date hereof will have been duly and
validly authorized, executed and delivered on behalf of Longview as of the date
hereof and will constitute valid and binding agreements of Longview, enforceable
against Longview in accordance with their respective terms.
(b) No Conflict;
Enforceability. Longview has full legal right, power and
authority to enter into and deliver this Agreement and to perform the terms,
conditions and obligations hereof. The execution, delivery and
performance of this Agreement do not, and the transactions contemplated hereby
will not, (i) violate or conflict with (a) any law, rule or regulation
applicable to Longview or (b) any agreement, instrument or license to which
Longview is a party, or by which Longview or any of its assets or properties may
be bound or subject, (ii) result in the creation of any encumbrance or charge
upon the Notes, the ORRI Interests or the Exchange Shares or (iii) or violate
any order, judgment, injunction, award or decree applicable to Longview of any
court, arbitrator, governmental or regulatory body. This Agreement
constitutes the valid and legally binding obligation of Longview enforceable
against Longview in accordance with its terms except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting enforcement of creditors' rights generally or
general principles of equity. Longview is the sole and unconditional
owner of the Notes, which are free and clear of liens, pledges, hypothecation,
third party rights or other encumbrances.
(c) Approvals. Other
than requirements (if any) that consents to assignment be obtained from third
parties, as set forth in Exhibit C to this Agreement, and except for routine
governmental approvals, which are customarily obtained post-closing, neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, nor the compliance with the terms hereof will
result in any default under any agreement or instrument to which Buyer is a
party or violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Buyer.
7
(d) Knowledgeable Buyer, No
Distribution. Buyer is a knowledgeable purchaser, has the
ability to evaluate (and has evaluated) the Properties for purchase, and is
acquiring the Properties for its own account and not with the intent to make a
distribution in violation of the Securities Act of 1933 as amended (and the
rules and regulations pertaining thereto) or in violation of any other
applicable securities laws, rules or regulations.
(e) Correctness of
Representations. Longview represents that the foregoing
representations and warranties are true and correct as of the date hereof in all
material respects, will be true and correct as of the Closing Date, and, unless
the Longview otherwise notifies the Company prior to the Closing Date, shall be
true and correct in all material respects as of the Closing Date. The
foregoing representations and warranties shall survive the Closing
Date.
|
|
7.
|
Miscellaneous
|
(a) Notices. All
notices or other communications given or made hereunder shall be in writing and
shall be personally delivered or deemed delivered the first business day after
being telecopied (provided that a copy is delivered by first class mail) to the
party to receive the same at its address set forth below or to such other
address as either party shall hereafter give to the other by notice duly made
under this Section:
|
|
(i)
|
if
to the Company:
|
South
Texas Oil Company
000 X.
Xxxxxxxx Xxxx., Xxxxx 0000
Xxx
Xxxxxxx, Xxxxx 00000
Attention:
Xxxxxxx X. Xxxxxxx, CEO
Facsimile:
(000) 000-0000
with a
copy (facsimile only) to:
Xxx X.
Xxxxxx, Xx.
Legal
Counsel
Facsimile:
(000) 000-0000
|
|
(ii)
|
if
to Longview,
|
The
Longview Fund, L.P.
000
Xxxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxxxxxxx, XX 00000
Attention:
S. Xxxxxxx Xxxxxxx
Facsimile:
(000) 000-0000
with a
copy (facsimile only) to:
8
Xxxxxx
Xxxxxxx, Esq.
Grushko
& Xxxxxxx, P.C.
000 Xxxxx
Xxxxxx, Xxxxx 0000
Xxx Xxxx,
Xxx Xxxx 00000
Facsimile:
(000) 000-0000
(b) Closing. The
Exchange Closing shall take place contemporaneous with the Closing Date as set forth in
the Securities Exchange Agreement, entered into by and between the Company and
Longview this date.
(c) Entire Agreement;
Assignment. This Agreement represents the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties. No right or
obligation of either party shall be assigned by that party without prior notice
to and the written consent of the other party.
(d) Execution. This
Agreement may be executed by facsimile transmission, and in counterparts, each
of which will be deemed an original.
(e) Law Governing this
Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York. In the event
that any provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform to such
statute or rule of law. Any such provision, which may prove invalid
or unenforceable under any law, shall not affect the validity or enforceability
of any other provision of any agreement.
(f) Confidentiality. The
Company agrees that it will not disclose publicly or privately the identity of
Longview unless expressly agreed to in writing by Longview or only to the extent
required by law.
[Signature
Pages Follow]
9
IN WITNESS WHEREOF, the
Company and Longview have caused this Asset Purchase and Sale Agreement to be
duly executed as of the date first written above.
|
SOUTH
TEXAS OIL COMPANY,
|
|
|
a
Nevada corporation
|
|
|
|
|
|
By:
|
/S/ Xxxxxxx
X. Xxxxxxx
|
|
Name:
|
Xxxxxxx
X. Xxxxxxx
|
|
Title:
|
Chief
Executive Officer
|
|
SUBSIDIARIES:
|
|
|
SOUTHERN TEXAS OIL
COMPANY., a Texas
|
|
| corporation | |
|
By:
|
/S/ Xxxxxxx X. Xxxxxxx |
|
Name:
|
Xxxxxxx
X. Xxxxxxx
|
|
Title:
|
President
|
|
STO
OPERATING COMPANY, a Texas
corporation
|
|
|
By:
|
/S/
Xxxxx Xxxxxxx
|
|
Name:
|
Xxxxx
Xxxxxxx
|
|
Title:
|
President
|
|
STO
PROPERTIES LLC,
|
|
|
a
Texas limited liability company
|
|
|
By:
|
/S/ Xxxxx
Xxxxxxx
|
|
Name:
|
Xxxxx
Xxxxxxx
|
|
Title:
|
Sole
Member Representative
|
|
On
behalf of STO Operating Company
|
|
|
STO
DRILLING COMPANY,
|
|
|
a
Texas corporation
|
|
|
By:
|
/S/
Xxxxxxx X. Xxxxxxx
|
|
Name:
|
Xxxxxxx
X. Xxxxxxx
|
|
Title:
|
President
|
[Signature
page to January 2009 Asset Purchase and Sale Agreement]
10
|
LONGVIEW:
|
|
|
THE
LONGVIEW FUND,
L.P.,
|
|
|
a
California limited partnership
|
|
|
/S/ Xxxxxxx
Xxxxxxx
|
|
|
Name:
|
S.
Xxxxxxx Xxxxxxx
|
|
Title:
|
CFO
& Managing member of the Investment
Advisor
|
[Signature
page to January 2009 Asset Purchase and Sale Agreement]
11
