Exhibit 10.1
OPTION TO PURCHASE ASSETS
THIS OPTION TO PURCHASE ASSETS
(this "Agreement") is dated as of July 28,
2009, and entered into by and between
Northern Explorations Ltd., or its
Assignee ("Buyer"), and Dominus Energy, A.G.
RECITALS
A. Seller is a Swiss
Corporation. The Seller owns a Working Interest in a
Texas gas field project, the legal description of which
is attached hereto as
Exhibit "A", ("WI").
B. Pursuant to the provisions
hereof, Buyer desires to have the option to
purchase from the Seller and the
Seller desires to give Buyer the option to
purchase the WI of the Seller ("Option").
NOW THEREFORE, in
consideration of the foregoing and
the respective
representations, warranties, covenants,
agreements and conditions hereinafter
set forth, the receipt and adequacy of which is hereby
expressly acknowledged,
the parties agree as follows:
1. Buyer shall deliver to Seller
upon execution of this Agreement the sum
of $ 100 in consideration for
the warranties, covenants, and
agreements
contained herein.
2. Seller hereby sells and assigns to
Buyer the Option to purchase the WI.
3. Buyer shall provide written notice of
its intent to exercise this Option
on or before October 31, 2009. Closing of the purchase shall occur
no later than
thirty (30) days after Seller's receipt of
Buyer's notice to exercise the
Option.
4. The terms of the purchase arising
from the exercise of the Option shall
be as required pursuant to the ASSET
PURCHASE AGREEMENT attached hereto as
Exhibit "B". Within three (3) business
days following Seller's receipt of
Buyer's notice of exercising the Option,
the parties shall execute the ASSET
PURCHASE AGREEMENT attached hereto as Exhibit "B".
5. Prior to Buyer delivering
notice to exercise the Option, the terms of
this Agreement shall remain confidential between
the parties, and may not be
disclosed to any third party
without the written authorization
of the
non-disclosing party. This paragraph shall
not restrict disclosure to third
parties as required by any Court order, subpoena,
public reporting obligations
of Buyer with the United States
Securities and Exchange Commission, or
disclosure to third parties, including the recording of this
document, or in the
event Seller breaches the terms of this Agreement or
sells or attempts to sell
all or any portion of the assets.
6. MISCELLANEOUS.
8.1 Parties in Interest. This Agreement
shall be binding upon, inure to the
benefit of, and be enforceable by the
respective successors and permitted
assigns of the parties hereto. Nothing
contained herein shall be deemed to
confer upon any other person any right or
remedy under or by reason of this
Agreement.
8.2 Law Governing
Agreement. This Agreement may not be
modified or
terminated orally, and shall be construed
and interpreted according to the
internal laws of the State of California, excluding any choice of
law rules that
may direct the application of the laws of another jurisdiction.
8.3 Amendment and Modification.
Buyer and the Seller may amend, modify and
supplement this Agreement in such
manner as may be agreed upon by them in
writing.
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8.4 Notice. All
notices, requests, demands and other
communications
hereunder shall be given in writing and shall be: (a)
personally delivered; or
(b) sent to the parties at their respective
addresses indicated herein by
registered or certified U.S. mail, return receipt requested and
postage prepaid,
or by private overnight mail courier service. The
respective addresses to be
used for all such notices, demands or requests are as follows:
(a) If to Buyer, to:
Northern Explorations Ltd.
9002 Green Oaks Circle, 2nd Floor,
Dallas, Texas 75243-7212
With a copy to:
Robert Blair Krueger, Esq.
The Krueger Group, LLP
5771 La Jolla Boulevard
La Jolla, California 92037
Telephone: (858) 405-7385
Facsimile: (858) 456-2540
blair@thekruegergroup.com
or to such other person or address as
Buyer shall furnish to the Seller in
writing.
(b) If to the Seller, to:
Dominus Energy A.G.
Geissbachliweg 6B
6318 Walchil, Switzerland
or to such other person or address as the
Seller shall furnish to Buyer in
writing.
If personally delivered, such communication
shall be deemed delivered upon
actual receipt; if sent by overnight courier pursuant
to this paragraph, such
communication shall be deemed delivered upon receipt;
and if sent by U.S. mail
pursuant to this paragraph, such communication shall be
deemed delivered as of
the date of delivery indicated on the receipt
issued by the relevant postal
service, or, if the addre
