PURCHASE AND SALE AGREEMENT
For good and valuable consideration, the sufficiency of which is herewith
acknowledged, this Purchase and Sale Agreement (hereinafter referred to as
"Agreement") is made and entered into effective 1 January, 1999, by and between
the following:
1) CARLTON ENERGY GROUP, LLC., a Texas Limited Liability Company, with its
principal place of business at 000 Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000 (hereinafter referred to as "CEG"); and
2) TRINITY GAS CORPORATION, a Nevada Corporation, with its principal place of
business at 000 Xxxx Xxxx, Xxxxx #000, Xxxxxxx, Xxxxx 00000 (hereinafter
referred to as "TGC"); and
3) IAN XXXXXXX XXXXXXXXX, an individual residing in Palma Majorca, Spain with
Swedish Passport No. 00000000 (hereinafter referred to as "ITN"); and
4) XXXXXX X. XXXXXXXXXX, an individual residing in Hamburg, Germany with
German Passport No. 0000000000 (hereinafter referred to as "RWO").
CEG, TGC, ITN and RWO and are also herein referred to individually as "Party"
and collectively as "Parties".
RECITALS
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WHEREAS, ITN and RWO declare and warrant that they are the owners of certain
projects for transforming organic waste into electricity and/or ethanol or other
hydrocarbon products to be undertaken immediately in different zones in Costa
Rica as set forth on Exhibit "A" attached hereto and made a part hereof (herein
referred to as "Projects"); and
WHEREAS, ITN and RWO declare and warrant that they have, in hand, authorization
from the Costa Rican Government to develop the Projects; and
WHEREAS, CEG is of the opinion that it will be able to obtain sufficient
financing, through a joint venture arrangement with TGC and/or other companies,
to develop the Projects subject to finalization of an agreement to utilize a
certain technology that will convert biowaste into electricity and/or
hydrocarbon products; and
WHEREAS, with reference to the Letter Agreement of 24 November 1998, between
CEG, ITN and RWO, CEG declares its interest in acquiring all of the rights to
the Projects and ITN/RWO declare their interest in selling the rights to the
Projects to CEG, on the terms and conditions contained herein; and
WHEREAS, the Parties herewith agree to the purchase and sale of the Projects
under the terms and conditions set forth in the Agreement.
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NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. The objective of this Agreement is the purchase and sale of all the rights
to the Projects and such purchase and sale is herewith agreed by all
Parties under the terms and conditions contained herein with CEG/TGC being
the purchaser and ITN/RWO being the seller.
2. The purchase price for the Projects is Six Million Dollars U.S.
($6,000,000) to be paid as follows:
A) One Million Five Hundred Thousand Dollars U.S. ($1,500,000) to be paid
within sixty (60) days following the date of obtaining a signed Letter
Agreement ("Protocol") between the Government of Costa Rica, ITN, CEG
and/or TGC for all of the Projects and all required contracts,
government approvals, permits, and licenses necessary to proceed,
without delay, with the financing and development of the Projects in
the opinion of the Parties hereto. This amount represents the sunk
costs expended or incurred by ITN/RWO in structuring and developing
the Projects and ITN/RWO shall submit reasonable documentation
supporting such sunk costs.
2) One Million Five Hundred Thousand Dollars U.S. ($1,500,000) to be paid
to ITN/RWO within ninety (90) days following the payment made under
Paragraph II-A above.
3) An additional Three Million Dollars U.S. ($3,000,000) to be paid in
the form of common stock in TGC at a price of Twenty Five Cents U.S.
($0.25) per share. The commitment to issue the shares shall be
delivered at the same time as the payment set forth in Paragraph II-B
above is made and the stock certificates shall be issued as soon
thereafter as possible. In the event that the value of the shares at
the time they are committed by TGC is in excess of Four Million Five
Hundred Thousand Dollars U.S. ($4,500,000), the payment required under
Paragraph II-B above shall be eliminated and not applicable under this
Agreement.
4) TGC shall have the right to repurchase all or part of any such shares
that may be issued on a first right of refusal basis within twenty
four (24) months of the date of issue of such shares.
5) The payment of sums under Paragraph(s) II-A, II-B and II-C, if
applicable, shall be paid via wire transfer to an account number to be
provided by ITN.
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III. This Agreement is specifically conditioned upon TGC receiving Board
approval to proceed under the terms and conditions herein. In the event TGC
should fail to receive its Board approval, CEG shall attempt, on a best
efforts basis, to replace TGC with another joint venture candidate. In such
event, CEG shall pay, or cause to be paid, to ITN/RWO the sum of Three
Million Dollars U.S. ($3,000,000) amortized quarterly, at an interest rate
of ten percent (10%) per annum over a term of three (3) years, or as
otherwise mutually agreed, in order to make the Projects economically
attractive to a third party on short notice. In such event, appropriate
guarantees for fulfillment of the obligations herein shall be delivered by
CEG and/or such third party for review by the Parties.
IV The Parties mutually agree that ITN shall keep in its possession the
original of the Protocol to be signed between the Parties and the
Government of Costa Rica until the payment required under Paragraph II-A
above has been made.
5. In the event that CEG has not reached a written agreement with a third
party funding source (TGC or other) within ninety (90) days of this
Agreement, this Agreement shall terminate without any further action
required by any Party hereto with no liability whatsoever on the part of
any Party to this Agreement or between the Parties hereto.
VI. General Provisions
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A) This Agreement shall be construed in accordance with, and governed by,
the laws of the State of Texas, without giving effect to the conflict
of laws provisions thereof. It is agreed that the venue of any court
action whatsoever related to any dispute under this Agreement, or the
enforcement of any arbitration award hereunder, shall be in the state
or federal courts, as the case may be, of Xxxxxx County, Texas.
B) Notwithstanding anything to the contrary contained in this Agreement,
in the event of any dispute between the Parties whatsoever arising
under this Agreement, the Parties agree to submit such dispute to
binding arbitration, to be held in Xxxxxx County, Texas. Each Party to
the dispute shall appoint an arbitrator, who shall be a licensed
attorney or licensed professional arbitrator, acting independently and
not as an advocate or representative of any Party. The arbitrators so
selected shall appoint additional arbitrator(s) in order to have the
minimum odd number of arbitrators. The arbitrators shall meet, review
all facts and circumstances related to the dispute and render their
decision as soon as reasonably possible, utilizing the Rules of
Arbitration of the American Arbitration Association for procedural
guidance, but not as to costs. No bond, guarantee or deposit shall be
required to initiate arbitration proceedings under this Agreement. The
final decision shall require the agreement of a majority of the
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arbitrators, and shall be fully binding and enforceable on the
Parties. The Parties agree that any such decision of the arbitrators
shall be final and binding, and shall not be appealed to any court of
law of any jurisdiction. The costs of the arbitration shall be borne
by the Parties in the manner as determined by the arbitrators. It is
understood and agreed that any final arbitration award hereunder may
be entered into any court of competent jurisdiction in Houston, Texas
for enforcement.
C) Both Parties agree that, in the event of any dispute hereunder,
service may be made upon the Secretary of State of the State of Texas
for purposes of service under Paragraphs (A) and (B) above, and any
such service shall be considered valid and fully binding for all
purposes whatsoever.
D) This Agreement shall be held strictly confidential and the terms
thereof shall not be disclosed to any individual or entity, other than
a Party's employees, attorneys, accountants, or consultants, without
the prior written consent of the Parties hereto. No press releases or
other statements for publication shall be made without the prior
written consent of the Parties hereto.
E) Any information obtained by any Party to this Agreement in connection
with any client, project, or investment opportunity related directly
or indirectly to that Party's activities under this Agreement shall be
held strictly confidential and shall not be disclosed to anyone, in
any manner whatsoever, without the prior written consent of the
Parties and, where required, the disclosing party. In the event that a
separate Confidentiality and/or Non-circumvention Agreement is entered
into by the Parties in regard to a client, project or investment
opportunity, the provisions of such Confidentiality and/or
Non-circumvention Agreement shall take precedence over the provisions
of this Paragraph (E) in the event of any conflict or inconsistency.
F) The relationship of the Parties under this Agreement, including all
activities related to the execution, administration and performance of
this Agreement, is that of independent principals and not of a
partnership between the Parties or the designated representatives of
the Parties in any manner whatsoever. Nothing contained in this
Agreement is intended or shall be construed as creating or giving rise
to any relationship between the Parties, or the designated
representatives of the Parties, of partnership, employer/employee,
principal/agent or otherwise.
G) This Agreement shall not be changed, modified or amended in any way
except in writing, and signed by the authorized representatives of
each of the Parties hereto.
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H) In the event any provision of this Agreement shall be determined to be
invalid or non-binding for any reason whatsoever, the remainder of
this Agreement shall continue to be valid and in effect and shall be
fully binding on the Parties.
I) In the event of a dispute, the provisions of this Agreement shall be
construed neither in favor of nor against the Party that drafted this
Agreement.
10) Each Party shall hold the others harmless from and against any and all
liabilities associated with or related to claims against such Party
prior to the effective date of this Agreement.
11) The Parties shall fully comply with all laws and regulations of Costa
Rica and the United States of America, including the Foreign Corrupt
Practices Act of the United States, in all activities related directly
or indirectly to this Agreement.
L) This Agreement shall be binding upon and shall inure to the benefit of
all Parties, their successors and assigns.
M) This Agreement may be executed by counterpart signatures and any such
counterpart execution, including facsimile execution, shall be valid
and fully binding on all Parties as well as their successors and
assigns.
AGREED AND EXECUTED THIS 13th DAY OF JANUARY 1999, EFFECTIVE AS OF
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01 JANUARY, 1999.
CARLTON ENERGY GROUP, LLC. TRINITY GAS CORPORATION
By T. C. O'DELL (SIGNED) By XXXXXXX X. XXXXXXX (SIGNED)
----------------------------- ------------------------------
T.C. O'Dell Xxxxxxx X. Xxxxxxx
Chairman and Managing Director President
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IAN XXXXXXX XXXXXXXXX XXXXXX XXXXXXXXXX
By XXX XXXXXXXXX (SIGNED) By XXXXXX X. XXXXXXXXXX (SIGNED)
------------------------ -------------------------------
Ian Xxxxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxxxx
Individual Individual
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EXHIBIT "A'
PLANTS FOR CONVERSION OF BIOWASTE-TO-ELECTRICITY AND/OR ETHANOL
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1) Guapuiles Power Plant 50 Megawatts
Limon State, Costa Rica
(Banana Waste, Palmetto )
2) Moin Power Plant 00 Xxxxxxxxx
Xxxxx Xxxxx, Xxxxx Xxxx
(Orange, Banana, Pineapple, Wood Waste & Sludge)
3) Sequirres Power Plant 00 Xxxxxxxxx
Xxxxx Xxxxx, Xxxxx Xxxx
(Banana Waste)
4) Xxxxxxx Power Plant 00 Xxxxxxxxx
Xxxxxxxx Xxxxx, Xxxxx Xxxx
(Orange Waste)
5) Golfito Power Plant 00 Xxxxxxxxx
Xxxxxxx Xxxxx, Xxxxx Xxxx
(Banana Waste, Pineapple & Palmetto)
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