AMENDMENT AGREEMENT TO PURCHASE AND SALE AGREEMENT
AMENDMENT AGREEMENT TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT AGREEMENT is dated as of the 17th day of July, 2008 (the “Effective Date”)
AMONG:
J. XXXXXX XXXXXX, doing business
as XXXXXX ENERGY,
a business person, and his wife XXXXXX
XXXXXX, both having a
mailing address at XX Xxx 0000, Xxxxxxx, XX
00000
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
DORAL ENERGY CORP. (formerly
Language Enterprises
Corp.), a corporation duly
formed under the laws of Nevada with
its principal office at 000 X.
Xxxxxxxxx Xxxx., Xxxxx 000,
Xxxxxxxxx Xxxxx, XX 00000
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor and the Purchaser entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) dated April 25, 2008 pursuant to which the Vendor agreed to sell, and the Purchaser agreed to purchase, the Vendor’s interest in and to certain oil and gas properties and other assets related thereto as further described in the Purchase and Sale Agreement (the “Xxxxxx Energy Assets”).
B. Under the terms and conditions of the Purchase and Sale Agreement, the Vendor and the Purchaser agreed to close the sale of the Xxxxxx Energy Assets on June 13, 2008.
C. The Vendor has agreed to extend the closing date to July 30, 2008 and in consideration of which the Purchaser has agreed to increase the Deposit by the amount of $150,000.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the Vendor and the Purchaser agree as follows:
| 1. |
Definitions. Except as otherwise set out herein, capitalized terms used in this Agreement shall have the same meaning as specified in the Purchase and Sale Agreement. |
| 2. |
Extension of Closing Date. Section 1.1 (jj) of the Purchase and Sale Agreement is replaced in its entirety with the following: |
“(jj) “Scheduled Closing Date” means July 30, 2008.”
| 3. |
Increase of Deposit. The Purchaser shall pay the amount of $150,000 within five business days of the Effective Date of this Agreement (the “Additional Deposit”). As a result of Purchaser paying the Additional Deposit, the portion of the Cash Price to be paid by the Purchaser to the Vendor upon Closing shall be proportionately reduced. | |
| 4. |
Section 1.1(q) shall be amended as follows: | |
|
“‘Effective Date’ shall be August 1, 2008.” | ||
| 5. |
The extensions to Closing available to the Purchaser under 10.1 are deleted. | |
| 6. |
Section 2.1(a) shall be amended as follows: | |
|
“(a) |
right, title and interest of the Vendor in and to,
or otherwise derived from, the oil and gas leases, oil and gas mineral
leases, subleases and other leaseholds, carried interests, farmout rights,
options and other properties and interests described in Schedule A,
including any ratifications, extensions or amendments thereto, whether or
not described in Schedule A, (the “Leases”), together with all
rights, title and interests of the Vendor in and to the lands covered by
the Leases or any lands utilized, pooled, communitized or consolidated
therewith (the “Lands”), but excluding the overriding royalty
interests described in Schedule K in the name of the Vendor in the Eddy
County records as of April 25, 2008.” | |
| 7. |
No Other Modification. The parties confirm that the terms, covenants and conditions of the Purchase and Sale Agreement remain unchanged and in full force and effect, except as modified by this Agreement. | |
| 8. |
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. | |
| 9. |
Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. | |
2
| 10. |
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof. |
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.
| /s/ Xxxx X. Xxxxxxxxxx | ||
| By Its Authorized Signatory | ||
| Xxxx X. Xxxxxxxxxx | ||
| CEO, CFO, President, Secretary and Treasurer | ||
| SIGNED, SEALED AND DELIVERED | ||
| BY J. XXXXXX XXXXXX AND XXXXXX XXXXXX | ||
| in the presence of: | ||
| /s/ Xxx X. Xxxxxxxxx | /s/ J. Xxxxxx Xxxxxx | |
| Signature of Witness | J. XXXXXX XXXXXX | |
| doing business as “Xxxxxx Energy” | ||
| Xxx X. Xxxxxxxxx | ||
| Name | ||
| 000 X. 0xx, Xxxxxxx, XX 00000 | ||
| Address | ||
| /s/ Xxx X. Xxxxxxxxx | /s/ Xxxxxx Xxxxxx | |
| Signature of Witness | XXXXXX XXXXXX | |
| Xxx X. Xxxxxxxxx | ||
| Name | ||
| 000 X. 0xx, Xxxxxxx, XX 00000 | ||
| Address | ||
3
SCHEDULE “K”
XXXXXX PREEXISTING OVERRIDING ROYATLY
Attached to Amendment Agreement to Purchase and Sale Agreement between Xxxxxx Xxxxxx, d/b/a Xxxxxx Energy and Xxxxxx Xxxxxx, his wife and Doral Energy Corporation dated April 25, 2008.
| LEASE |
PROPERTY |
AMOUNT ORRI |
|
| 1 |
United States Oil and Gas Lease Serial No. LC048491A |
Xxxxxxxx X X xxxx #2, 7, 8, 9 & 11 |
.02500 |
| 2 |
United States Oil and Gas Lease Serial No. NM025527A |
Xxxxx X X xxxx # 6, 11, 22, 26, 27, 32Y and 33
|
.02500 |
| 3 |
United States Oil and Gas Lease Serial No. NM025527B |
Xxxxx X X xxxx #24 and 25 |
.02500 |
| 4 |
United States Oil and Gas Lease Serial No. C048491b |
Xxxxxxxx X X ell #3 |
.02500 (gas) .01500 (oil) |
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