Exhibit 10.1
SALES AND PURCHASE AGREEMENT
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THIS AGREEMENT ("Agreement") is entered into this day of March 15, 2006, by
and between Structured Capital Corp., a Texas corporation, whose address is 0000
Xxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, represented herein by Xxxxxxx
Xxxxx, its duly authorized President ("Assignor"), and Texaurus Energy Inc., a
Delaware corporation, whose address is 0000 Xxxxxxxxxxxx Xx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000, represented herein by Xxxxx X. Xxxxxx, its duly authorized Director
("Assignee").
The agreement of the parties is as follows:
1. PURCHASE AND SALE. Subject to the terms, provisions and conditions set
forth herein below, and for the consideration set forth below, Assignor hereby
agrees to sell, assign convey and deliver unto Assignee, and Assignee hereby
agrees to purchase and acquire from Assignor, the "Assigned Interests" described
more particularly on Exhibit "A" attached hereto and made a part hereof. The
closing (the "Closing") shall be held on April 7, 2006 unless such date is
extended by agreement of Assignor and Assignee or unless it is extended pursuant
to Section 7 below.
2. PURCHASE PRICE. For and in consideration of the agreement of Assignor to
sell, assign, convey and deliver the Assigned Interests unto Assignee in the
manner set forth above, Assignee does hereby bind and obligate itself, its
successors and assigns, to pay the purchase ("Purchase Price") set forth below
to Assignor. The Purchase Price is hereby agreed to be the sum of Four Million
and No/100 ($4,000,000.00) Dollars, payable as follows, to-wit:
(a) Two million five hundred thousand ($2,500,000) Dollars payable to
Assignor, and due and payable in full on or before April 7, 2006, by wire to
Assignor's account.
(b) The issuance of thirty seven million five hundred thousand (37,500,000)
shares in the capital of Texhoma Energy, Inc., provided the issue price of the
private placements that will occur contemporaneously with this transaction is
$0.04.
3. DELIVERY OF ASSIGNMENT. Upon payment by the Assignee of the Purchase
Price, Assignor shall, at that time, execute an assignment ("Assignment")
assigning, selling, conveying and delivering unto Assignee with full warranty
the Assigned Interests.
4. ASSIGNOR WARRANTIES. Assignor hereby warrants and agrees as follows,
to-wit:
(a) No suit, action or proceeding by or before any governmental authority
has been instituted or threatened (and not subsequently dismissed, settled or
otherwise terminated) which might restrain, prohibit or invalidate any of the
transactions contemplated by this Agreement.
(b) The Assignment and execution of this Agreement has been fully authorized
pursuant to the certified resolution of the Member(s) or Manager(s) of Assignor
delivered to Assignee concurrently herewith (or other suitable evidence of
authority) authorizing the transaction contemplated herein.
(c) Assignor (i) is a corporation organized, validly existing and in good
standing under the laws of the State of Delaware, and is duly qualified to carry
on its business in the State of Louisiana; (ii) the execution, delivery and
performance of this Agreement and the Assignment have been duly and validly
authorized by all requisite members and/or company action on the part of
Assignor and its execution thereof shall not violate, nor be in conflict with
any provision of its articles of organization, by laws or any agreement to which
it is a party or bound; and (iii) this Agreement and the Assignment, together
with all documents and instruments executed by Assignor in connection therewith,
have been duly executed and delivered on behalf of Assignor and constitute
legal, valid and binding obligations of Assignor enforceable in accordance with
their terms, provisions and conditions.
(d) Assignor is not in default under or in violation of any agreement or
obligation to which the Assigned Interests are subject that reasonably is
expected to materially and adversely affect the value of the Assigned Interests
taken as a whole on and after the Effective Date.
(e) Assignor owns good and merchantable title to the Assigned Interests,
subject to no liens burdens encumbrances, claims, contracts, agreements or
demands of any nature except as identified on Exhibit "A" and as accepted by
Assignee in writing at the conclusion of its due diligence as set forth in
Section 7, which Assigned Interests shall yield not less than the Working
Interest and Net Revenue Interests set forth on Exhibit "A" hereto.
(f) Assignor warrants that Assignor has all requisite corporate power and
authority to sell the Assigned Interests on the terms described in this
Agreement; that to the best of its knowledge, Assignor has received no notice of
any litigation or proceeding before any court or agency of any state or federal
government having jurisdiction materially and adversely affecting the Assigned
Interests (excepting such, if any, which previously have been made known to
Assignee in writing); that to the best of its knowledge, there are no other
existing or threatened claims or causes of action of any kind materially and
adversely affecting the Assigned Interests (excepting such, if any, which
previously have been made known to Assignee in writing); that there are no
rights of first refusal, options, or preferential rights affecting the Assigned
Interests; and that no consent of any lessor, assignor or other party is
required for the transfer of the Assigned Interests.
(g) Assignor has paid and/or shall timely pay when due, all drilling,
testing, completing, equipping and operating cost, risk and expense attributable
to the Assigned Interests and chargeable to Assignor by the Operator of the
Assigned Interests (collectively "Assignor Well Costs") arising or accruing
prior to the Effective Date, it being the intent that Assignor bear and pay all
Assignor Well Costs arising or accruing prior to the Effective Date, and that
Assignee bear and pay all Well Costs arising and accruing on and after the
Effective Date ("Assignee Well Costs"). Assignor shall furnish evidence of
Assignor's payment of all Assignor Well Costs upon delivery of the Assignment to
Assignee. All lessors, assignors, and other parties have been timely paid all
rentals and royalties relating to the Assigned Interests, and the Assigned
Interests are validly maintained by production in paying quantities.
(h) Assignor warrants that the Assigned Interests are not subject to any
prior contracts to sell, liens or encumbrances whatsoever and has not been
alienated since Assignor's acquisition thereof and that Assignor will not, prior
to the time that title is to be transferred to Assignee, execute or permit any
mortgages, liens or encumbrances to be placed on the Assigned Interests and will
at the time title is transferred, clear any inscriptions appearing on the
mortgage and/or conveyance records of the Clerk of Court of Vermilion Parish,
Louisiana.
(i) All of the foregoing representations and warranties shall be materially
true and correct as of the Effective Date and upon delivery of the Assignment to
Assignee.
5. ACCOUNTING. All production or proceeds of production attributable to the
Assigned Interests prior to April 1, 2006 ("the Effective Date") shall be owned
by and constitute the property of Assignor. All production or proceeds from
production attributable to the Assigned Interests on and after the Effective
Date shall be owned by and constitute the property of Assignee. The parties
shall cooperate with each other in the execution of all documents which may be
necessary to advise the Operator of the transfer of the Assigned Interests
pursuant to the terms hereof. Each party agrees to pay to the other party all
proceeds of production which are the property of the other pursuant to the terms
hereof within ten (10) days of the receipt thereof. Assignor shall deliver to
Assignee all files, records, data, title opinions and other relevant information
concerning the Assigned Interests within ten (10) days of the Effective Date
hereof. All Assignor Well Costs attributable to the Assigned Interests prior to
the Effective Date shall remain the complete obligation and sole liability of
Assignor. All Assignee Well Costs attributable to the Assigned Interests on and
after the Effective Date shall be assumed by Assignee and shall become the
complete obligation and sole liability of Assignee.
6. NO WAIVER. Assignor's failure to strictly and promptly enforce his
rights under this Agreement shall not operate as a waiver of Assignor's rights,
and Assignor hereby expressly reserves the right to always enforce prompt
payment of the Note during the term of this Agreement, or to seek cancellation
of this Agreement and forfeiture of all payments to date of such cancellation,
regardless of any indulgences or extensions previously granted.
7. DUE DILIGENCE. Assignee and its representatives shall be entitled to
conduct a due-diligence review of the Assigned Interests at the sole risk and
expense of the Assignee between the date hereof and the Closing. Assignor shall
provide Assignee and its representatives access to Assignor's offices during
normal business hours at which Assignee shall be permitted to review Assignor's
files, including title opinions and other relevant information regarding the
Assigned Interests. Prior to any physical inspection of the Assigned Interests,
Assignee, if requested by an Operator of the Assigned Interests, will execute a
"Release and Indemnity" in a form satisfactory to such Operator. If Assignee has
any objections to the title, environmental condition, or other matter relating
to the Assigned Interests, it shall identify them to Assignor on or before the
date of the Closing. If Assignor chooses to undertake to cure such matters the
date of the Closing shall be extended for a reasonable period, not to exceed
[how long] pending such curative work. If Assignor does not choose to undertake
such curative matters or is unable to cure such matters, Assignor and Assignee
may agree to reduce the Purchase Price by an amount mutually agreeable, or
Assignee may terminate this Agreement with no liability to Assignor.
8. EXPENSES. All expenses incurred by Assignee in connection with or
related to the submission of this offer, the contemplated transaction, and all
other matters relevant to Closing, including without limitation, all fees and
expenses of counsel, accountants and financial advisors employed by the Assignee
shall be borne solely and entirely by Assignee.
9. CONFIDENTIALITY. Assignee and Assignor agree that the terms and
conditions of this Agreement as well as all data and information provided to
Assignee by Assignor shall be treated as confidential and shall not be disclosed
to any third party without the prior written consent of the parties hereto,
except as may be required by law. In the event Closing does NOT occur or this
Agreement otherwise becomes null and void Assignee agrees to return to Assignor
any and all information regarding the Properties that were provided to Assignee.
10. MISCELLANEOUS.
(a) This Agreement and the Assignment and other instruments executed in
accordance with it or the execution hereof shall be governed by and interpreted
according to the laws of the State of Louisiana.
(b) Any notice, communication, request, instruction or other document
required or permitted hereunder shall be given in writing by certified mail,
return receipt requested, postage prepaid, or by prepaid telegram, or delivered
to the addresses set forth for the parties hereinabove.
(c) Except as may otherwise be provided herein, each party shall be solely
responsible for all expenses incurred by it in connection with this transaction
(including, without limitation, fees and expenses of its own counsel and
accountants and any brokerage or finding fees incurred by it).
(d) The captions in this Agreement are for convenience only and shall not be
considered a part of or affect the construction or interpretation of any
provision of this Agreement.
(e) This Agreement and the Assignment and the other document(s) to be
executed hereunder constitute the entire agreement between the parties,
supersede all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties, and contain no warranties,
representations or other agreements between the parties except as specifically
set forth therein. No supplement, amendment, alteration, modification, waiver or
termination of this Agreement shall be binding unless executed in writing by the
parties hereto.
(f) Assignor and Assignee each agree to execute, at and from time to time
after the execution of this Agreement, upon request of the other, such further
documentation or instruments as may be necessary or required reasonably to carry
out the intent of this Agreement and the Assignment.
(g) All representations, warranties and agreements of the parties hereto in
this Agreement shall survive the execution of the Assignment. In the event of
any conflict between the terms and conditions of this Agreement and Assignment,
the provisions of this Agreement shall prevail.
(h) A document referred to in the agreed form shall mean in a form signed or
initialed by or on behalf of the parties.
(i) The parties hereto agree to comply with any and all applicable laws,
rules and regulations affecting the Properties and the contemplated transaction.
IN WITNESS WHEREOF, this Agreement is executed in duplicate on the dates set
forth in the notarial acknowledgments below.
ASSIGNOR: STRUCTURED CAPITAL CORP.
Printed Name: XXXXXXX XXXXX Signature: /s/ Xxxxxxx Xxxxx
Title: President ---------------------------
STATE OF TEXAS
COUNTY OF XXXXXX
On this 15th day of March, 2006, before me, the undersigned Notary Public duly
commissioned and qualified in and for the State and County aforesaid, personally
appeared Xxxxxxx Xxxxx, to me known, who, being by me duly sworn, did say that
he is the President of STRUCTURED CAPITAL CORP., and that the foregoing
instrument was signed on behalf of said company by authority of its Articles of
Organization, and said Appearer acknowledged said instrument to be the free act
and deed of said limited liability company.
/s/ X.X. Xxxxx
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NOTARY PUBLIC
Name: X.X. Xxxxx
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Notary No. 01172929-4
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My Commission Expires: Sept. 17th 2007
At Death
IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date.
ASSIGNEE:
TEXAURUS ENERGY INC.
Printed Name: XXXXX X. XXXXXX Signature: /s/ Xxxxx X. Xxxxxx
Title: Executive Chairman ----------------------------
On this 15th day of March, 2006, before me, the undersigned Notary Public duly
commissioned and qualified, personally appeared Xxxxx Xxxxxx, to me known, who,
being by me duly sworn, did say that he is the Executive Chairman of Texaurus
Energy Inc., and that the foregoing instrument was signed on behalf of said
company by authority of its Articles of Incorporation, and said Appearer
acknowledged said instrument to be the free act and deed of said corporation.
/s/ Xxxxxx Xxxxxxx
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Notary Public
Xxxxxx Xxxxxxx
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Printed Name:
My Commission does not Expire
