EXHIBIT
10
SHARE ISSUANCE
AGREEMENT
This Share
Issuance Agreement (the “Agreement”) is entered into as
of June 18, 2008 (the “Effective Date”), by and between
Terrace Lane, LLC (“TL”) and Croff Enterprises, Inc.
(“Croff”), with reference to the following facts and
circumstances:
A. Croff
is presently engaged in a search for a merger partner and TL is
capable of helping Croff with that search.
NOW, THEREFORE,
for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as
follows:
1.
Services to be Rendered by TL . Until June
17, 2009 (the “Termination Date”), TL shall use
reasonable commercial efforts to locate one or more potential
merger partner(s) for Croff which meet Croff’s specifications
(as communicated to TL from time-to-time). It is
understood and agreed that any decision to proceed with a
transaction with a potential merger partner shall be in
Croff’s sole and absolute discretion.
2.
Payment to TL . In consideration of
TL’s services, on or about the Effective Date Croff shall
issue to TL 500,000 shares of restricted common stock (the
“Shares”); provided, however, that if, by the
Termination Date, TL has not located a potential merger partner
that is acceptable to Croff (in its sole and absolute discretion)
one-half (50%) of the Shares shall be deemed automatically
cancelled as of the Termination Date without any further act on the
part of TL or Croff and the certificate(s) therefore shall be
promptly returned to Croff.
.
3.
Representations and Warranties by Croff
. Croff represents and warrants to TL as follows (such
representations and warranties to survive the completion of the
issuance of the Shares to TL):
(a) Croff
has the full right, power and authority to sell, transfer and
deliver the Shares to TL.
(b) Upon
delivery of the certificates for the Shares, TL will have good,
valid and marketable title thereto free and clear of any
restriction, claim, lien, charge, encumbrance or equity whatsoever
except (i) such restrictions on transfer as are required under
federal and applicable state securities laws and (ii) as provided
in this Agreement.
4.
Representations and Warranties by TL . TL
represents and warrants to Croff as follows (such representations
and warranties to survive the completion of the issuance of the
Shares to TL):
(a)
TL is acquiring the Shares for its own account and not
for the beneficial interest of any other person and not with a view
to or for sale in connection with any distribution of the
Shares.
(b) TL
is aware that the certificates for the Shares shall bear the usual
“1933 Act” restrictive legend. In addition,
a certificate for 250,000 of the Shares shall bear the following
additional legend:
“THE
SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CANCELLATION
UPON THE OCCURRENCE OF CERTAIN EVENTS, AS SPECIFIED IN THE STOCK
ISSUANCE AGREEMENT BETWEEN THE COMPANY AND TERRACE LANE, LLC DATED
AS OF JUNE 18, 2008.”
(c) TL
has been furnished with all information relating to the business,
finances and operations of Croff that it has requested and it and
its advisors, if any, have been afforded the opportunity to ask all
questions about Croff as they have in their discretion deemed
advisable.
(d) TL
is aware that its investment in Croff involves a high degree of
risk and acknowledges that it has sought such accounting, legal and
tax advice as it has considered necessary to make an informed
investment decision with respect to such investment.
|
|
|
Miscellaneous Provisions
.
|
(a) Each
party shall comply with all applicable laws in carrying out its
obligations under this Agreement. Unless otherwise
specified herein, each party shall bear all costs incurred by it in
entering into this Agreement and carrying out its obligations
hereunder.
(b) Nothing
contained in this Agreement shall constitute or be construed to
create a partnership, joint venture or agency relationship between
the parties. As a result, except as specifically
provided herein, neither party shall have the right or authority to
incur expenses or enter into any agreement in the name of the other
party.
(c) Each
party and their respective officers, owners, agents,
representatives, affiliates and employees (collectively, the
“Affiliates”) understand that each of them is
p
