Exhibit 10.1
ASSET PURCHASE AGREEMENT
This
Asset Purchase Agreement (the "Agreement") is entered into as
of
October 23, 2007, between LUCAS ENERGY, a Nevada corporation,
(hereinafter
referred to as "Lucas"), located at 3000 Richmond Avenue, Suite
400,
Houston, TX 77040 and NATIONAL FILING AGENTS, INC., a Nevada
corporation,
(hereinafter referred to as "NFLA"), located at 3415 Ocatillo Mesa
Way,
North Las Vegas, NV 89031;
WHEREAS, Lucas Energy currently owns a 25.0% of the working
interest in
the Oil, Gas and Mineral leasehold working interests ("Interests")
located in
Borden County, Texas, described in Exhibit "A" hereto; and
WHEREAS, Lucas desires to sell, and NFLA desires to buy certain
assets
of Lucas;
and
NOW
THEREFORE, in consideration of the mutual agreements,
representations and warranties in this Agreement, the parties agree
as follows:
1. ASSETS PURCHASED.
Subject to all other
terms and conditions set forth
herein, on the Closing Date, Lucas shall sell, convey, transfer and
assign to
NFLA and NFLA shall purchase from LUCAS those certain assets and
Interests
which consist of all of Lucas' rights, title and interest in the
oil, gas and
mineral leasehold interests described on Exhibit "A" attached
hereto which
includes the wells, oil and gas production equipment, and tanks
located thereon
including, but not limited to, improvements, structures,
facilities, pipelines,
personal property, equipment, and appurtenances located thereon
and/or used in
connection therewith including all appurtenant contracts, rights,
easements,
privileges and agreements and all of Lucas' net revenue interests
in its
leasehold working interests.
2. PURCHASE PRICE. The
purchase price for the Assets shall be: (1) 3,000,000
shares of NFLA's restricted common stock which shall be issuable
upon the
closing;
3. LUCAS'
REPRESENTATIONS AND WARRANTIES. LUCAS represents and warrants
to
NFLA as follows:
A.
LUCAS is a corporation
duly organized, validly existing, and in good
standing under the laws of the State of Nevada. Lucas has all
requisite corporate power and authority to enter into this
Agreement
and perform its obligations hereunder.
B.
The execution,
delivery, and performance of this Agreement has been
duly authorized and approved by the Board of Directors of Lucas,
and
this Agreement constitutes a valid and binding Agreement of Lucas
in
accordance with its terms.
C.
Lucas has not employed
any broker or finder in connection with the
transaction contemplated by this Agreement and has taken no
action
that would give rise to a valid claim against any party for a
brokerage
commission, finder's fee, or other like payment.
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D.
LUCAS holds good and
marketable title to the Assets and Interests,
described in Exhibit "A", free and clear of all restrictions, liens
and
encumbrances.
E.
LUCAS has not employed
any broker or finder in connection with the
transactions contemplated by this Agreement, or taken action that
would
give rise to a valid claim against any party for a brokerage
commission, finder's fee, or other like payment.
F.
The execution and
delivery of this Agreement by LUCAS and the
consummation of the contemplated transactions, will not result in
the
creation or imposition of any valid lien, charge, or encumbrance
on
any of the Assets, and will not require the authorization,
consent,
or approval of any third party, including any governmental
subdivision
or regulatory agency.
G.
LUCAS has no knowledge
of any claim, litigation, proceeding, or
investigation pending or threatened against LUCAS or its Assets
that
might result in any material adverse change in the business or
condition of the Assets being conveyed under this Agreement.
H.
None of the
representations or warranties of LUCAS contain or will
contain any untrue statement of a material fact or omit or will
omit
or misstate a material fact necessary in order to make statements
in
this Agreement not misleading. LUCAS knows of no fact that has
resulted,
or will result in a material change in the business,
operations, or assets of LUCAS.
4. REPRESENTATIONS OF
NFLA. NFLA represents and warrants as follows:
A.
NFLA is a corporation
duly organized, validly existing, and in good
standing under the laws of the State of Nevada. NFLA has all
requisite
corporate power and authority to enter into this Agreement and
perform
its obligations hereunder.
B.
The execution,
delivery, and performance of this Agreement has been
duly authorized and approved by the Board of Directors of NFLA,
and
this Agreement constitutes a valid and binding Agreement of NFLA
in
accordance with its terms.
C.
NFLA has not employed
any broker or finder in connection with the
transaction contemplated by this Agreement and has taken no
action
that would give rise to a valid claim against any party for a
brokerage
commission, finder's fee, or other like payment.
D.
None of the
representations or warranties of NFLA contain or will
contain any untrue statement of a material fact or omit or will
omit or
misstate a material fact necessary in order to make the
statements
contained herein not misleading.
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6. COVENANTS OF LUCAS.
LUCAS agrees that
between the date of this Agreement
and the Closing Date, LUCAS will:
A.
Continue to operate
its business in the usual and ordinary course and
in substantial conformity with all applicable laws, ordinances,
regulations, rules, or orders, and will use its best efforts to
preserve the continued operation of its business with its
customers,
suppliers, and others having business relations with LUCAS.
B.
Not assign, sell,
lease, or otherwise transfer or dispose of the
Assets, whether now owned or hereafter acquired, except in the
normal
and ordinary course of business and in connection with its
normal
operation.
C.
Maintain all of the
Assets their present condition, reasonable wear and
tear and ordinary usage excepted.
D.
LUCAS will use its
best efforts to effectuate the transactions
contemplated by this Agreement and to fulfill all the conditions
of
the obligations of LUCAS under this Agreement, and will do all
acts
and things as may be required to carry out their respective
obligations under this Agreement and to consummate and complete
this
Agreement.
7. COVENANTS OF
NFLA.
A.
NFLA will use its best
efforts to effectuate the transactions
contemplated by this Agreement and to fulfill all the conditions
of
NFLA's obligations under this Agreement, and shall do all acts
and
things as may be required to carry out NFLA's obligations and
to
consummate this Agreement.
B.
If for any reason the
sale of Assets is not closed, NFLA will not
disclose to third parties any confidential information received
from
LUCAS in the course of investigating, negotiating, and
performing
the transactions contemplated by this Agreement.
8. CONDITIONS
PRECEDENT TO NFLA'S OBLIGATIONS. The obligation of NFLA to
purchase
the Assets is subject to the fulfillment, prior to or at the
Closing
Date, of each of the following conditions, any one or portion
of which
may be waived in writing by NFLA:
A.
All representations
and warranties made in this Agreement by LUCAS
shall be true, in all material respects, as of the Closing Date
as
fully as though such representations and warranties had been
made
on and as of the Closing Date, and, as of the Closing Date,
LUCAS
shall not have violated or shall have failed to perform in any
material way, in accordance with any covenant contained in this
Agreement.
B.
There shall have been
no material adverse change in the manner of
operation of the LUCAS's business prior to the Closing Date.
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C.
At the Closing Date no
suit, action, or other proceeding shall have
been threatened or instituted to restrain, enjoin, or otherwise
prevent
the consummation of this Agreement or the contemplated
transactions.
9. CONDITIONS
PRECEDENT TO OBLIGATIONS OF LUCAS. The obligations of LUCAS to
Close this
Agreement are subject to the fulfillment, prior to or at the
Closing
Date, of each of the following conditions, any one or a portion
of which
may be waived in writing by LUCAS:
A.
All representations
and warranties made in this Agreement by NFLA shall
be true as of the Closing Date as fully as though such
representations
and warranties had been made on and as of the Closing Date, and
NFLA
shall not have violated or shall not have failed to perform in
accordance with any covenant contained in this Agreement.
10. INDEMNIFICATION
AND SURVIVAL. All
representations and warranties made
in
this Agreement shall survive the Closing of this Agreement,
except
that
any party to whom a representation or warranty has been made in
this
Agreement shall be deemed to have waived any misrepresentation
or
breach of representation or warranty of which such party had
knowledge
prior to Closing. Any
party learning of a misrepresentation or breach
of
representation or warranty under this Agreement shall immediately
give
written notice thereof to all other parties to this Agreement.
The
representations and warranties in this Agreement shall terminate
one
year
from the Closing Date, and such representations or warranties
shall
thereafter be without force or effect, except any claim with
respect to
which notice has been
given to the party to be charged prior to such
expiration date. LUCAS hereby agrees to indemnify and hold NFLA,
it
successors, and assigns harmless from
