Exhibit 10.03
MEMBERSHIP INTERESTS PURCHASE
AGREEMENT
THIS MEMBERSHIP INTERESTS PURCHASE
AGREEMENT (this “ Agreement ”), dated as
of the 7th day of February, 2005, is made by and between Apollo
Resources International, Inc., a Utah corporation (“
Buyer ”), and SW Energy Investments, Inc., a
Texas corporation (“ Seller
”).
RECITALS:
A.
Seller currently owns an aggregate
one hundred percent (100%) membership interest in OGC Pipeline,
LLC, an Oklahoma limited liability company (the “
Company ”).
B.
Buyer wishes to pay Seller the sum
of FOUR MILLION DOLLARS ($4,000,000.00) in the form of the
Buyer’s Common Stock as consideration for the purchase of
Seller’s entire membership interests in the Company, its
capital accounts, all rights represented by such membership
interests, and all goodwill associated therewith (the “
Interests ”).
C.
Seller wishes to sell the Interests
to Buyer upon the terms and subject to the conditions set forth in
this Agreement.
Agreement
NOW, THEREFORE, in consideration of
the foregoing premises and the representations, warranties, and
covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
SALE AND PURCHASE
. Subject to the terms
and conditions herein set forth, and in reliance upon the
representations, warranties and covenants contained herein, Buyer
agrees to purchase the Interests from Seller, and Seller agrees to
sell the Interests to Buyer.
2.
PURCHASE PRICE
. The purchase price for
the Interests shall be the sum of FOUR MILLION DOLLARS in the form
of the Buyer’s Common stock valued at the close of market
Monday, February 7, 2005.
3.
REPRESENTATIONS AND WARRANTIES OF
SELLER. Seller hereby
represents and warrants to Buyer that:
a.
Seller is a corporation duly
incorporated, validly existing and in good standing under the laws
of the State of Texas, and has all requisite power and authority to
enter into, perform and carry out all of its duties and obligations
in the transaction contemplated by this Agreement.
b.
Seller is the sole legal and
beneficial owner of the Interests, free and clear of any and all
liens, claims, and encumbrances, with full power to transfer the
same as contemplated herein.
1
c.
Seller is not party or bound by a
contract, promissory note, agreements, commitment, or obligation,
creating or securing indebtedness, obligations, or liabilities, a
breach or default of which would be triggered by Seller’s
execution, delivery or performance of this Agreement.
4.
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF BUYER. Buyer
hereby represents, warrants and covenants to Seller
that:
a.
Buyer is a corporation duly
incorporated, validly existing in good standing under the laws of
the State of Utah, and has all requisite power and authority to
enter into, perform and carry out all of its duties and obligations
in the transaction contemplated by this Agreement.
b.
This Agreement is (or will be when
executed and delivered pursuant hereto) the legal, valid and
binding obligation of Buyer, enforceable in accordance with its
terms.
c.
Neither the execution and delivery
of this Agreement by Buyer, nor Buyer’s compliance with any
of the terms and provisions of this Agreement, nor the consummation
of the transactions contemplated hereby, will conflict with or
result in a violation of, or constitute a material default under
any other agreement, contract or commitment to which it is a party;
nor will the performance by Buyer of its obligations hereunder
violate any judgment, order, injunction, decree, regulation or
ruling of any court or governmental authority to which Buyer is
subject.
5.
ENTIRE AGREEMENT;
AMENDMENTS. Each of the
parties represents that no prom
