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PURCHASE AND SALE CONTRACT
This Purchase and Sale Contract is made and entered
into this 27 th day of September, 2007, with an
effective date of September 1, 2007, by and between each of the
sellers listed on the signature page hereto (individually and
collectively “ Seller
”) and DD Energy, Inc., a corporation
incorporated under the laws of the State of Nevada (“
Buyer ”).
A. Seller owns
certain oil leases in Anderson, Johnson, and Linn Counties Kansas
as set forth and described in the attached Exhibit B (the “
Leases ”). The
Leases are subject to certain encumbrances and overriding royalties
as set forth on Exhibit B
attached hereto.
B. Buyer desires
to purchase and assume the Leases and all existing equipment on the
Leases.
1.
Consideration : Buyer
shall pay Seller the sum of $2,700,000 (the “
Purchase Price ”)
payable as follows:
a. $1,735,000
in certified funds or wire transfer at Closing, as hereinafter
defined; and
b. Promissory
notes (the “ Notes
”) in the aggregate amount of $965,000 and in
the specific amounts set forth for each Seller on
Exhibit A . A form of
the Notes is attached hereto as Exhibit
C . The Notes shall be secured by a
second mortgage and security agreement on the Leases (the
“ Mortgage ”) in the form attached hereto as Exhibit D . Closing shall occur at
the offices of Cornerstone Bank at 11:00 a.m. Kansas time on
September 27, 2007, or such other time or date as may be agreed
upon in writing by the parties.
c. The
Purchase Price shall be paid to the Seller as their respective
interests are shown on Exhibit
A .
2.
Adjustments to Consideration
: In addition to the Purchase Price, Buyer shall pay
to J & J Operating, LLC (“ Agent ”) for distribution to
the Seller the following:
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a.
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$26,000 for oil in the tanks located on the Leases
as of August 31, 2007;
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b. The
amount of all invoices paid by or to be paid by Agent for operating
expenses (including, without limitation, salaries, equipment costs,
utilities, and vendors) on the Leases from September 1, 2007
through the Closing Date. Agent shall provide Buyer with a
statement of such operating expenses on or before October 10, 2007
(the “ Statement
”). Buyer shall pay Agent within ten (10) days
after receipt of the Statement. Agent shall distribute the above
amount to the Seller within ten (10) days of receipt of funds from
Buyer; and
c. Seller
shall be liable for, pay, and hold Buyer harmless from, all ad
valorem and personal property taxes assessed against the property
for 2006 and all prior years. Ad valorem and personal property
taxes for 2007 shall be pro-rated between the parties as of the
date of closing. Buyer shall be liable for, pay, and hold Seller
harmless from taxes for 2008 and subsequent years. All severance
and other gross production, collection, or use taxes to date of
closing and attributable production prior to date of closing shall
be paid by Seller. Such taxes attributable to production from and
after date of closing shall be paid by Buyer.
3.
Extension of Payment on the Notes
: If Buyer is not otherwise in default under the
terms of the Notes, Buyer may extend the due date for the payment
on the Notes by thirty (30) days in exchange for a non-refundable
payment to Seller in the aggregate amount of $50,000 or sixty (60)
days in exchange for a non-refundable payment to Seller in the
aggregate amount of $100,000 (the “ Extension Payment ”). The
Extension Payment shall be in certified funds or wire
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transfer and shall be delivered to each Seller as
each Seller’s interest appears on Exhibit A at the address set forth in
the Note prior to the due date set forth in the Note. Any Extension
Payment shall be in addition to the Purchase Price.
4.
Transfer : Seller shall
transfer the Leases to Buyer free and clear of any liens or
encumbrances but subject to those liens or encumbrances identified
on the title opinions attached hereto as Exhibit E . Each transfer shall be
memorialized in an Assignment, Bill of Sale and Conveyance
(“ Assignment ”) as set forth in Exhibit
F . Seller and Buyer shall execute and
acknowledge the Assignment. At Closing, Seller shall deliver the
Assignment in sufficient counterparts to facilitate filing and
recording to Buyer.
5.
Broker : The parties
represent and warrant that neither party has incurred any
obligation or liability for broker’s or finder’s fees
in respect of this Agreement, or the transactions contemplated
hereby.
6.
Personal Property :
This sale shall include all fixtures such as sheds, buildings and
offices but does not include any personal property such as vehicles
or any other items of property not affixed to and in use upon a
Lease.
7.
“As Is” and “Where
Is” : Except for the
representations and warranties specifically set forth in this
agreement and/or the instruments delivered to Buyer at closing, the
Sellers (and their respective officers, directors, shareholders,
agents, and attorneys), make no warranties, express or implied,
with respect to the quality, design, physical condition, fitness
for a particular purpose, production volumes, profitability or
capacity of any of the Leases. Except as expressly set forth herein
or in the instruments delivered to Buyer at closing, all such
Leases, wells, equipment and fixtures are sold and delivered to
Buyer “as is” and “where is” in the
condition existing on the date hereof with reasonable exception for
normal wear and tear. Buyer assumes
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all risks that the Leases may contain waste
materials (whether toxic, hazardous, extremely hazardous or
otherwise) or other adverse physical conditions, including, but not
limited to, the presence of unknown abandoned oil and gas wells,
water wells, sumps, pits, pipelines or other waste or spill sites
which may or may not have been revealed by Buyer’s
investigation. Responsibility and liability related to all such
conditions, whether known or unknown, fixed or contingent, will be
transferred from Seller to Buyer, subject to Section 14
hereof.
8.
Additional Remedies Upon Default
: Upon the failure of the Buyer to make any payment
on the Note when due or upon the failure of the Buyer to perform
any material obligation pursuant to this Agreement, the Note, or
the Mortgage (a “ Default
”), in addition to any other remedy Seller has
or may have pursuant to this Agreement, the Note, or the Mortgage,
at law or in equity, Seller shall have the right to repossess the
Leases as set forth in the Mortgage, subject to the first mortgage
and security position of Cornerstone Bank. Upon a Default, Seller
shall provide Buyer written notice at least thirty (30) days prior
to commencing repossession proceedings, in order to allow Buyer to
cure the Default.
9.
Further Assurances :
The parties agree to cooperate as reasonably requested by any other
party to effectuate the assignments and pledges in the Agreement,
the Notes and the Mortgage. Such cooperation inclu
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