AGREEMENT
EXHIBIT
10-2
AGREEMENT
THIS AGREEMENT (the “Agreement”) is
made as of the 17th day of August 2009 (the “Effective Date”), by and between
Xxxxx Xxxxxxx and Bristol Capital, LLC (“Sellers”) and Signature Exploration
& Production Corp., a Delaware corporation (“Buyer”).
WITNESSETH:
WHEREAS,
the Sellers acquired an oil and gas lease from United States Department of the
Interior Bureau of Land Management (“BLM”) pursuant to an Oil and Gas Lease
dated as of November 1, 2008 (“the Lease”), by and between Xxxxx Xxxxxxx and
BLM, with respect to the area located in Xxxxxx County, Texas, for a bid price
of $35,367.50 and an annual rent of $1921.50 for ten years;
WHEREAS,
Sellers desires to sell to Buyer, and Buyer desires to purchase from Sellers,
the Lease, for an aggregate purchase price (the “Purchase Price”) of $36,000.00
and Buyer agrees to assume all Lease obligations contained in the Lease. The
Purchase Price will be paid through the issuance of notes payable by Buyer to
Sellers in the aggregate amount of $36,000.00, in the form set forth on Exhibit
A to this Agreement (the “Note”), with the Buyer issuing one note to each Seller
for the amount contributed by each Seller for the Lease;
NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Buyer and Sellers agree as
follows:
1. Purchase of
Lease. On the Closing Date, as defined below, upon the terms
and subject to the conditions set forth herein, substantially concurrent with
the execution and delivery of this Agreement by the parties hereto, the Sellers
agree to sell, and the Buyer agrees to purchase, the Lease. The Buyer
shall deliver to the Sellers the originally executed Note, and the Sellers shall
then cause the Lease to be delivered to Buyer. The Closing Date
shall be the date that this Agreement is fully executed.
2. Closing. On the
Closing Date, the parties shall perform, in order:
a) Buyer
shall deliver a fully executed copy of this Agreement;
b) Sellers
shall deliver a fully executed copy of this Agreement;
c) Buyer
shall deliver to the Sellers the originally executed Note via overnight courier;
and
d) Sellers
shall immediately cause the Lease to be delivered as soon as practicable, to the
address provided by Buyer.
3. Representations and
Warranties of Sellers. Sellers hereby represent and warrant to
Buyer that the statements in the following paragraphs of this Section 3 are all
true and complete as of the Effective Date and will be true and complete on the
Closing Date as if made on and as of the Closing Date:
a) Sellers
are duly organized, validly existing and in good standing under the laws of the
jurisdiction of their respective organization, have all requisite power and
authority to enter into this Agreement and perform its obligations hereunder,
and have taken all action necessary to authorize the sale of the Lease to be
sold by it pursuant to this Agreement.
b) This
Agreement constitutes the valid and binding obligation of Sellers enforceable in
accordance with its terms except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws relating to or affecting creditors’ rights generally and
except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).
4. Representations and
Warranties of Buyer. Buyer hereby represents and warrants to
Sellers that the statements in the following paragraphs of this Section 4 are
all true and complete as of the Effective Date and will be true and complete on
the Closing Date as if made on and as of the Closing Date:
a) Buyer
is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to enter
into this Agreement and perform its obligations hereunder, and has taken all
action necessary to authorize the purchase of the Lease to be purchased by it
pursuant to this Agreement.
b) This
Agreement constitutes the valid and binding obligation of Buyer enforceable in
accordance with its terms except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws relating to or affecting creditors’ rights generally and
except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law).
5. Governing Law;
Jurisdiction. Any dispute, disagreement, conflict of
interpretation or claim arising out of or relating to this Agreement, or its
enforcement, shall be governed by the laws of the State of New
York. Buyer and Sellers hereby irrevocably and unconditionally submit
for themselves and their property, to the nonexclusive jurisdiction of Federal
and State courts of the State of New York and any appellate court thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agree that all claims in respect of any
such action or proceeding may be heard and determined in New York, or, to the
extent permitted by law, in such Federal court. Each of the parties
hereto agree that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any court referred to above. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices below. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law. Each party hereto hereby
waives, to the fullest extent permitted by applicable law, any right it may have
to a trial by jury in any legal proceeding directly or indirectly arising out of
or relating to this agreement or the transactions contemplated hereby (whether
based on contract, tort or any other theory). If either party shall
commence an action or proceeding to enforce any provisions of this Agreement,
then the prevailing party in such action or proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses
including but not limited to court costs incurred with the investigation,
preparation and prosecution of such action or proceeding.
6. Termination. The
parties may not, except for a material breach or failure of a condition or
requirement, terminate this Agreement.
7. Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties.
8. Counterparts. This
Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement. A telefaxed copy or electronic copy in PDF format of
this Agreement shall be deemed an original.
9. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.
10. Costs,
Expenses. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
11. Modifications and
Waivers. No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and Sellers. No waiver of any breach, term, condition or remedy of this
Agreement by any party shall constitute a subsequent waiver of the same or any
other breach, term, condition or remedy. All remedies, either under
this Agreement, by law, or otherwise afforded the parties shall be cumulative
and not alternative.
12. Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
13. Entire
Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements,
understandings duties or obligations between the parties with respect to the
subject matter hereof.
14. Further
Assurances. From and after the date of this Agreement,
upon the request of the Buyer or Sellers, Buyer and Sellers shall execute and
deliver such instruments, documents or other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
15. Term,
Survival. This Agreement is effective from the Effective Date
hereof, and shall remain in effect until all the rights and obligations of the
parties hereto have been fully performed.
16. Notices. All
notices or other communications required or permitted by this Agreement shall be
in writing and shall be deemed to have been duly received:
a) if
given by telecopier, when transmitted and the appropriate telephonic
confirmation received if transmitted on a business day and during normal
business hours of the recipient, and otherwise on the next business day
following transmission,
b) if
given by certified or registered mail, return receipt requested, postage
prepaid, three business days after being deposited in the U.S. mails
and
c) if
given by courier or other means, when received or personally delivered, and, in
any such case, addressed as indicated herein, or to such other addresses as may
be specified by any such person to the other person pursuant to notice given by
such person in accordance with the provisions of this Section 16.
[SIGNATURE
PAGE TO FOLLOW]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.
SELLERS
|
XXXXX
XXXXXXX
|
BRISTOL
CAPITAL, LLC
|
|
By:
/s/ Xxxxx
Xxxxxxx
|
By:
/s/ Xxxx
Xxxxxxx
|
|
Name:
Xxxxx Xxxxxxx
|
Name:
Xxxx Xxxxxxx
|
BUYER
SIGNATURE
EXPLORATION & PRODUCTION CORP.
By: /s/ Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Chief Financial Officer
