Contract
EXHIBIT
10.1
THIS
AGREEMENT is made and entered into effective the
day of
,
2007,
by and between ALTAMONT OIL & GAS, INC., a Montana corporation, of P. O. Xxx
000, Xxx Xxxx, XX 00000, and NUMBERS, INC., a corporation, of 0000 Xxxxxxxx
Xxxxx, 00000-000 Xxxxxx, Xxxxxxxx, Xxxxxxx X0X 0X0, hereinafter referred
to
collectively as “SELLER” and MAJESTIC OIL & GAS, INC, whose address is CBM
Building, Cut Xxxx, XX 00000, hereinafter referred to as
“PURCHASER”.
RECITALS:
1.
Seller
is the owner of certain oil and gas real and personal property located in
Pondera County, Montana.
2.
Purchaser desires to purchase from Seller and Seller desires to sell to
Purchaser an undivided fifty percent (50%) interest in the oil and gas real
and
personal property owned by Seller, more particularly described
hereinafter.
3.
The
parties wish to memorialize in writing the general terms of such sale and
purchase and provide for the execution of additional documentation at final
payment and closing of this transaction.
In
consideration of the foregoing and in further consideration of the mutual
promises contained in this Agreement, Seller and Purchaser agree as
follows:
AGREEMENT
1.
PROPERTY
DESCRIPTION.
Seller
will sell to Purchaser and Purchaser will purchase from Seller in consideration
of the purchase price set forth hereinafter an undivided fifty percent (50%)
interest in the oil and gas real and personal property, more fully set forth
on
Exhibit “A” attached hereto and incorporated herein by this
reference.
2.
PURCHASE
PRICE.
The
total purchase price for the property set forth in Paragraph 1 above shall
be
the value determined by the engineering report prepared by Citadel Engineering
Company of Calgary, Alberta, and shall be payable by Purchaser to Seller
at
closing in cash and shares of common stock of Purchaser. In the event that
at
closing the parties are unable to agree on the amount of cash and number
of
shares constituting the purchase price, then this Agreement shall be of no
further force nor effect and neither party shall assert any claim agaist
the
other on account of this Agreement.
3.
POSSESSION.
Purchaser shall be entitled to possession of its proportionate share of the
above described property as of the date of final closing set forth in Paragraph
4
-1-
hereinafter
and, subject to other provisions of this Agreement, shall be entitled to
its
proportionate share of production proceeds and obligated to pay for its
proportionate share of expenses in connection therewith from and after the
final
closing date. At final closing of the within transaction, Seller agrees to
execute an AAPL 610 Model Form of Operating Agreement, naming Altamont Oil
&
Gas, Inc. as operator, containing a 100%-300% non-consent penalty clause
with
XXXXX Accounting Form providing for a monthly combined fixed rate overhead
on
each of the within described gas xxxxx of Four Hundred Dollars ($400.00)
per
well per month.
4.
CLOSING.
The
final closing of this transaction shall be held on or after ,
2007,
and upon the final payment being made as provided in Paragraph 2 hereof.
Closing
shall be held at such time and place as shall be mutually agreeable to Seller
and Purchaser. At closing, Seller and Purchaser agree to execute all documents
necessary to complete this transaction, including, but not limited to, Seller's
execution and delivery of good and sufficient assignments of oil and gas
leases
conveying an undivided fifty percent (50%) interest in each of the leases
covering the lands set forth on Exhibit “A”, insofar as said leases encompass
the lands specifically described herein. In this respect, it is agreed that
Purchaser shall receive an assignment of an undivided twenty-five percent
(25%)
interest from Numbers, Inc. and an assignment of an undivided twenty-five
percent (25%) interest from Altamont Oil & Gas, Inc. Seller further agrees
to deliver to Purchaser any bills of sale or other documents or other
instruments of sale, conveyance, transfer or assignment necessary to effectuate
the conveyance, transfer and assignment of the undivided interest set forth
herein to the Purchaser in and to the real and personal property described
herein, free and clear of all liens, claims or encumbrances. It is further
agreed that at closing, Purchaser shall execute and deliver to Seller the
Operating Agreement set forth above.
5.
LIENS
AND ENCUMBRANCES.
Purchaser agrees to keep the property described in Paragraph 1 above being
purchased and sold under this Agreement to Sell and Purchase free from any
liens
or encumbrances which become, or may become, superior to the lien of Seller's
title up to the date of closing. It is expressly under-stood and agreed that
Seller shall not be liable for any obligations incurred on or in connection
with
such property by Purchaser, and it is further agreed that no liens may be
filed.
6.
INDEPENDENT
INVESTIGATION.
Purchaser agrees and repre- sents that it has conducted an independent
investigation and inspection of the real and personal property being conveyed
hereunder and has entered into this Agreement to Sell and Purchase in full
reliance thereon, and there are no other agreements, verbal or otherwise,
modifying or affecting the terms hereof, and that it is not relying on any
oral
representations made by the Seller or its agents.
7.
ASSIGNMENT.
Purchaser's interest in this Agreement to Sell and Purchase or the property
described in Paragraph 1 above shall not be assigned, conveyed, transferred
or
subleased by Purchaser without the written consent of Seller, provided, however,
such consent shall not be unreasonably withheld.
-2-
Any
consent given to an assignment, conveyance, transfer or sublease of the
Agreement to Sell and Purchase or of the property described in Paragraph
1 above
shall not discharge Purchaser's liability under this Agreement for Sale and
Purchase unless Seller, in writing, specifically releases Purchaser from
Purchaser's liability under this Agreement to Sell and Purchase.
8.
ATTORNEY'S
FEES FOR RESOLUTION OF DISPUTE.
In the
event of a dispute arising under this Agreement to Sell and Purchase, whether
resolved by litigation or otherwise, Seller and Purchaser agree that the
prevailing party shall be entitled to recover costs, including reasonable
attorney's fees incurred in the resolution of said dispute.
9.
PARTIES
BOUND.
All
terms, covenants and agreements herein shall extend to and be obligatory
upon
the heirs, successors and assigns of the respective parties hereto.
10.
DRILLING
AND PARTICIPATION AGREEMENT.
It is
specifi-cally understood that contemporaneously herewith, the parties have
entered into a certain Agreement for the participation in and drilling of
certain xxxxx in the Xxxxxxxx and Lake Xxxxxxx Xxxxxx, Pondera County, Montana,
wherein Purchaser may have the right to earn additional leases, lands and
properties in the general area of the properties sold hereunder. The parties
agree that the interests earned under that Agreement are separate and in
addition to the properties sold herein.
11.
FORCE
MAJEURE.
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a.
|
If
Purchaser is at any time, either during the term of this Agreement
or
thereafter, prevented or delayed in complying with any provisions
of this
Agreement by reason of acts of terrorism, wars, acts of God, governmental
regulations or any other reason or reasons which substantially
and
adversely impacts Purchaser's access to North American markets
for
securities of its own issue, beyond the control of Purchaser, the
time
limits for the performance by Purchaser of its obligations hereunder
shall
be extended by a period of time equal in length to the period of
each such
prevention or delay. In no event shall said period exceed ninety
(90)
days.
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b.
|
Purchaser
shall give prompt notice to Seller of each event of force majeure
under
Section 11(a) and upon cessation of such event, shall furnish to
Seller
with notice to that effect together with particulars of the number
of days
by which the obligations of Purchaser hereunder have been extended
by
virtue of such event of force majeure and all preceding events
of force
majeure. In no event shall said extension exceed ninety (90) days
from the
original time of performance.
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12.
COUNTERPARTS
- FACSIMILE SIGNATURES.
This
Agreement may be executed in any number of counterparts, each of which shall
be
considered an original for all purposes.
-3-
Execution
of this Agreement may be made by facsimile signature which shall have the
same
legal effect as a manual signature.
13.
ENTIRE
AGREEMENT.
This
Agreement to Sell and Purchase contains the entire agreement between Seller
and
Purchaser and supersedes all other agreements between such parties affecting
the
property described in Paragraph 1 hereof. Any modifications to this Agreement
between the parties shall be in writing and signed by both Seller and Purchaser.
IN
WITNESS WHEREOF, Seller and Purchaser have signed this Agreement to Sell
and
Purchase the day and date first above written.
| SELLER | ||||
| ALTAMONT OIL & GAS, INC. | NUMBERS, INC. | |||
| By: | By: | |||
|
President
|
President
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|||
|
|
PURCHASER | |||
| MAJESTIC OIL & GAS, INC. | ||||
| By: | ||||
-4-
EXHIBIT
“A”
Attached
to and made a part of Memorandum of Agreement to Sell and Purchase dated
,
2007
between Altamont Oil & Gas, Inc. and Numbers, Inc. as Seller, and Majestic
Oil & Gas, Inc. as Purchaser
Pondera
County, Montana
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Township
29 North, Range 4 West, MPM
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Section
1:
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Section
2:
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Section
3:
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N½,
SW¼
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Section
4:
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Section
9:
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Section
10:
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N½,
SE¼
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Section
11:
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N½,
SE¼
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Section
12:
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All
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Section
13:
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All
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Section
14:
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S½
NE¼
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Section
15:
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Section
16:
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All
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Section
21:
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All
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Section
22:
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Section
23:
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Section
24:
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All
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Section
26:
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All
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Section
27:
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S½,
NW¼
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Section
28:
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All
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Section
34:
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All
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