AGREEMENT
THIS AGREEMENT (the “Agreement”) is
made as of the 27 day of August 2009 (the “Effective
Date”), by and between Bristol Investment Fund, Ltd., a
Cayman Islands company with a registered office at Caledonian
House, 69 Roy’s Drive, P.O. Box 1043, Grand Cayman KY1-1102,
Cayman Islands (“Seller”) and Signature Exploration
& Production Corp., a Delaware corporation
(“Buyer”).
W I T N E S S E T H:
WHEREAS, the Seller acquired seismic and
geophysical data from Echo Geophysical Corporation
(“Echo”) pursuant to a Participation Agreement dated as
of August 6, 2008 by and between Penasco Petroleum, Inc. and
Bristol (the “Participation Agreement”), with respect
to the area located in Kenedy County, Texas, referenced on Exhibit
A to the Participation Agreement (the “Kenedy Survey
Area”), for a purchase price of $75,000.00;
WHEREAS, Seller desires to sell to Buyer, and
Buyer desires to purchase from Seller, the seismic and geophysical
data with respect to the Kenedy Survey Area (the “Seismic
Data”), and all rights contained in and with respect to the
Participation Agreement, including but not limited to all present
and future participation rights, but excluding Bristol’s
right to receive payment as set forth in Section 2.3 of the
Participation Agreement (the “Payment Right”) (the
rights contained in the Participation Agreement, with the exclusion
of the Payment Right, shall collectively be referred to herein as
the “Selected Participation Rights”), for an aggregate
purchase price (the “Purchase Price”) of $75,000.00,
payable through the issuance of a note payable by Buyer to Seller
in the amount of $60,000.00 in the form set forth on Exhibit A to
this Agreement (the “Note”);
NOW, THEREFORE,
in consideration of the mutual promises, covenants, and
representations contained herein, and subject to the terms and
conditions hereof, the Buyer and Seller agree as
follows:
1.
Purchase of Seismic Data and Selected Participation Rights
. On the Closing Date, as defined below, upon the terms
and subject to the conditions set forth herein, substantially
concurrent with the execution and delivery of this Agreement by the
parties hereto, the Seller agrees to sell, and the Buyer agrees to
purchase, the Seismic Data and Selected Participation
Rights. The Buyer shall deliver to the Seller the
originally executed Note, and the Seller shall then cause the
Seismic Data and a copy of the Participation Agreement to be
delivered to Buyer. The Closing Date shall be the
date that this Agreement is fully executed.
2.
Acknowledgement of Bristol’s Retention of Payment
Right . Buyer and Seller hereby expressly
acknowledge that Bristol is retaining the exclusive right to
receive payment under Section 2.3 of the Participation Agreement
(the “Payment Right”) and that such Payment Right is
not subject to this Agreement.
3.
Closing . On the Closing Date, the parties shall perform, in
order:
a) Buyer
shall deliver a fully executed copy of this Agreement;
b) Seller
shall deliver a fully executed copy of this Agreement;
c) Buyer
shall deliver to the Seller the originally executed Note via
overnight courier; and
d) Seller
shall immediately cause the Seismic Data and a copy of the
Participation Agreement to be delivered to the Buyer as soon as
practicable, to the address provided by Buyer.
4.
Representations and Warranties of Seller
. Seller hereby represents and warrants to Buyer
that the statements in the following paragraphs of this Section 4
are all true and complete as of the Effective Date and will be true
and complete on the Closing Date as if made on and as of the
Closing Date:
a) Seller
is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite
power and authority to enter into this Agreement and perform its
obligations hereunder, and has taken all action necessary to
authorize the sale of the Seismic Data and Selected Participation
Rights to be sold by it pursuant to this Agreement.
b) This
Agreement constitutes the valid and binding obligation of Seller
enforceable in accordance with its terms except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws relating to
or affecting creditors’ rights generally and except as
enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law).
5.
Representations and Warranties of Buyer . Buyer
hereby represents and warrants to Seller that the statements in the
following paragraphs of this Section 5 are all true and complete as
of the Effective Date and will be true and complete on the Closing
Date as
