PURCHASE AGREEMENT
Exhibit 99d
This Purchase Agreement (this “Agreement”) is made and entered into this the 28th day of January, 2010, by and between SEK Energy, LLC, having an address at 000 Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000, (“Seller”) and JH Acquisitions Eight, Inc., an Oklahoma corporation whose address is 000 Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxxx 00000, (“Buyer”).
RECITALS
WHEREAS, Seller is the owner of working interests in Xxxxx 1-6 located upon the Studebaker Lease located in Xxxxxx County, Kansas (Studebaker Lease”), which represents 100% of the working interest ownership;
WHEREAS, Seller desires to sell all of its working interest in the Studebaker Lease subject to the terms herein.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
A.
Purchase of Studebaker Lease. Seller agrees to sell, transfer and assign to Buyer, without recourse, and Buyer hereby agrees to purchase from Seller, without recourse, all of Seller’s working interest and all right, title and interest in the Studebaker Lease, in exchange for 1,500 shares of the restricted common stock of JH Acquisitions Eight, Inc. (the “Shares”) payable at closing. The 1,500 shares are valued at $120,000.00 based upon the Studebaker Lease value on the date which the parties made this Agreement.
B.
Other Consideration. Seller shall retain the right to operate the Studebaker Lease under the terms of the current Operating Agreement.
2.
Closing. The closing of the sale shall be on June 30, 2011, (“Closing Date”) at the offices of Xxxxxxx & Xxxxxxx or at such other time and place as the parties hereto may mutually agree.
3.
Documents Deliverable at Closing. At closing Seller shall deliver to Buyer an Assignment of its working interest in the Studebaker Lease. Buyer shall deliver the Shares to Seller immediately following the Closing Date, whereby the ownership of the Shares, when issued and delivered shall be deemed to have occurred on the Closing Date.
4.
Representations and Warranties by JH Acquisitions Eight, Inc. JH Acquisitions Eight, Inc. hereby represents and warrants as follows:
A.
Organization, Existence, Etc. JH Acquisitions Eight, Inc. is a corporation organized and in good standing under the laws of the State of Oklahoma.
B.
Authority and Enforceability, Etc. JH Acquisitions Eight, Inc. has the power and authority to execute, deliver and perform this Agreement. JH Acquisitions Eight, Inc.’s execution of this Agreement and its performance of its obligations hereunder are not subject to any further approval, vote or contingency from any person or committee. Assuming due authorization, execution and delivery by Seller, this Agreement and all obligations of JH Acquisitions Eight, Inc. hereunder are the legal, valid and binding obligations of JH Acquisitions Eight, Inc., enforceable in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
C.
Conflict with Existing Laws or Contracts. The execution and delivery of this Agreement and the performance by JH Acquisitions Eight, Inc. of its obligations hereunder will not conflict with or be a breach of any provision of any law, regulation, judgment, order, decree, writ, injunction, contract, agreement or instrument to which JH Acquisitions Eight, Inc. is subject; and JH Acquisitions Eight, Inc. has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by JH Acquisitions Eight, Inc. of this Agreement.
5.
Representations and Warranties by SEK Energy, LLC. SEK Energy, LLC hereby represents and warrants as follows:
A.
Authority and Enforceability, Etc. Seller has the power and authority to execute, deliver and perform this Agreement. Seller’s execution of this Agreement and its performance of its obligations hereunder are not subject to any further approval, vote or contingency from any person or committee. Assuming due authorization, execution and delivery by JH Acquisitions Eight, Inc., this Agreement and all obligations of Seller hereunder are the legal, valid and binding obligations of Seller, enforceable in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
B.
Conflict with Existing Laws or Contracts. The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder will not conflict with or be a breach of any provision of any law, regulation, judgment, order, decree, writ, injunction, contract, agreement or instrument to which JH Acquisitions Eight, Inc. is subject; and Seller has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by Seller of this Agreement.
C.
Acknowledgments by Seller: In connection with, and in consideration of, the sale of the Shares to the undersigned, the undersigned hereby represents and warrants to the Company and its officers, directors, employees, agents and shareholders that the undersigned:
(1)
Has had an opportunity to review and ask questions of an officer of the Company concerning the Company and desires no further information respecting the Company.
(2)
Realizes that the Company has incurred losses since its inception and must raise additional funds to support its operations and to engage in ventures essential to its longer-term viability.
(3)
Realizes and accepts the personal financial risk attendant to the fact that that purchase of the Shares represents a speculative investment involving a high degree of risk, and should not be purchased by any persons not prepared to lose their entire investment.
(4)
Can bear the economic risk of an investment in the Shares for an indefinite period of time, can afford to sustain a complete loss of such investment, has no need for liquidity in connection with an investment in the Shares, and can afford to hold the Shares indefinitely.
(5)
Realizes that there will be no market for the Shares, and that there are significant restrictions on the transferability of such Shares.
(6)
Realizes that the Shares have not been registered for sale under the Shares Act of 1933, as amended (the “Act”), or applicable state securities laws (the “State Laws”), and they may be sold only pursuant to registration under the Act and State Law, or an opinion of counsel that such registration is not required.
(7)
Is experienced and knowledgeable in financial and business matters, capable of evaluating the merits and risks of investing in the Shares and does not need or desire the assistance of a knowledgeable representative to aid in the evaluation of such risks (or, in the alternative, has a knowledgeable representative whom such investor intends to use in connection with a decision as to whether to purchase the Shares).
(8)
Realizes that (a) there are substantial restrictions on the transfer of the Shares; (b) there is not currently a public market for the Shares, and it is unlikely that in the future there will exist a public market for the Shares, and accordingly, for the above and other reasons, the undersigned may not be able to liquidate an investment in such Shares for an indefinite period.
6.
Brokers Fees. No broker or other party entitled to a commission is involved in connection with this transaction.
2
7.
Further Assurances. At any time, and from time to time after the Closing, upon the reasonable request of a party hereto, and at the expense of such party, the other party shall do, execute, acknowledge and deliver, and shall cause to be done, executed acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, and assurances as may be reasonably required in order to better to accomplish any provision herein.
8.
Entire Agreement. This document together with the other documents executed or to be executed in connection herewith contain the entire understanding and agreement of the parties with respect to the transactions covered by this Agreement and supersedes all other understandings and agreements between the parties, oral or written, relating to the subject matter of this Agreement. No modification, alteration, or amendment of this Agreement and no waiver of any provision of this Agreement shall be valid or effective unless it is in writing and signed by the parties sought to be bound.
9.
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 Oklahoma. Buyer and Sellers hereby irrevocably and unconditionally submit for themselves and their property, to the exclusive jurisdiction of Oklahoma, 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 such State, or, to the extent permitted by law, in such Federal court.
10.
Execution by Facsimile and Counterparts. This Agreement may be executed by facsimile and in two or more counterparts, each of which shall constitute an original, but when taken together shall constitute but one agreement, and any party may execute this Agreement by executing any one or more of such counterparts.
11.
Miscellaneous. The representations and warranties of the parties contained in this Agreement shall not be discharged or dissolved upon, but shall survive, the closing of the transactions contemplated by this Agreement. This Agreement shall be binding upon, inure to the benefit of, and apply to the respective successors and assigns of the parties to this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
SEK ENERGY, LLC
By: ________________________________
Name:
Title:
JH ACQUISITIONS EIGHT, INC.
By: ________________________________
Name: Xxxx Xxxxxxxxxxx
Title: President
3
4
5
6
7
8
9
10
11
12