Attached files
| file | filename |
|---|---|
| 8-K/A - Gulf United Energy, Inc. | gulfunited8ka031810.htm |
| EX-99.1 - Gulf United Energy, Inc. | ex99-1.htm |
| EX-10.2 - Gulf United Energy, Inc. | ex10-2.htm |
| EX-10.3 - Gulf United Energy, Inc. | ex10-3.htm |
| EX-10.4 - Gulf United Energy, Inc. | ex10-4.htm |
| EX-10.5 - Gulf United Energy, Inc. | ex10-5.htm |
| EX-10.6 - Gulf United Energy, Inc. | ex10-6.htm |
Exhibit 10.1
ASSIGNMENT
AGREEMENT
THIS
ASSIGNMENT AGREEMENT (the “Agreement”) is made effective as of the 12th day
of March, 2010, by and among James M. Askew, John B. Connally III, Rodeo
Resources, L.P., and Ernest B. Miller IV (collectively the “Assignors”) and Gulf United Energy, Inc., a
Nevada corporation (the “Assignee”).
WHEREAS, Assignors desire to
assign to the Assignee all of the Assignors’ right, title, and interest in and
to that certain participation agreement attached hereto as Exhibit A (“Peru
Agreement”); and
WHEREAS, Assignors desire to
assign to the Assignee all of the Assignors’ right, title, and interest in and
to those additional interests set forth in Exhibit B (“Additional
Interests”);
WHEREAS, the Assignee wishes
to assume all of the Assignors’ right, title, and interest in and to the Peru
Agreement and the Additional Interests, based on the terms and conditions set
out herein.
NOW THEREFORE, in
consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each of the parties
hereto, the parties hereto agree as follows:
|
|
1.
|
Assignment. Subject
to and in accordance with the terms and conditions set forth in this
Agreement, the Assignor hereby grants, sells, assigns, and conveys to the
Assignee all of the Assignor’s right, title and interest in and to the
Peru Agreement and the Additional Interests, including (i) any estates and
rights to be created by the Peru Agreement and the Additional Interests,
subject to any other existing royalties, overriding royalties, production
payments or other similar interests and (ii) all of Assignors’ rights in
and to the obligations arising from the Peru Agreement, the Additional
Interests and the agreements arising therefrom, including, but not limited
to, joint operating agreements, unitization agreements, pooling
agreements, farmout agreements, drilling agreements, exploration
agreements, oil or gas product purchase and sale contracts, gas processing
or transportation agreements, leases, permits, rights-of-way, easements,
licenses, options, orders and decisions of applicable government
regulatory authorities.
|
|
|
2.
|
Consideration and
Expenses. In consideration for the assignment of the
Peru Agreement Assignee shall pay to the Assignors $600,000, to be paid to
Assignors through the issuance of 60,000,000 shares of Assignee’s
restricted common stock, valued at $0.01 per share, 20,000,000 of which
will be issued within three days after Assignee’s amendment to its
articles of incorporation to increase its authorized shares of common
stock becomes effective. Assignee shall also reimburse
Assignors for all reasonable legal expenses incurred by Assignors in
connection with the Peru Agreement, the Additional Interests, and this
Agreement.
|
|
|
3.
|
Reservation of Royalty
Interest. Notwithstanding anything herein to the
contrary, Assignors hereby reserve for themselves an overriding royalty
interest equal to 2% of all oil, gas
and other minerals produced and saved for the benefit of Assignee on the
lands described in the Peru Agreement or underlying the Additional
Interests (collectively the “Royalty”). The Royalty is subject
only to the deduction of the same expenses that can be deducted from
royalty to be paid under any applicable leases and is subject to payment
of the same expenses required to be paid by any person receiving payment
of royalty under the terms of the applicable
leases.
|
-1-
|
|
4.
|
Representations of
Assignors. Assignors hereby represent and covenant,
jointly and severally, that:
|
|
|
a.
|
Assignors
each have all requisite authority to execute and deliver this Agreement
and any other document contemplated by this Agreement and to perform their
obligations hereunder and to consummate the transactions contemplated
hereby;
|
|
|
b.
|
neither
of the execution, delivery and performance of this Agreement, nor the
consummation of the Assignment will conflict with, result in a violation
of, cause a default under (with or without notice, lapse of time or both)
or give rise to a right of termination, amendment, cancellation or
acceleration of any material obligation contained in or the loss of any
material benefit under, or result in the creation of any material lien,
claim, security interest, charge or encumbrance upon the Peru Agreement or
the Additional Interests;
|
|
|
c.
|
Assignors’
interest in and to the Peru Agreement and Additional Interests are free
and clear of all liens, encumbrances, obligations or defects which are of
record prior to the date of this Agreement. As reasonably
requested by the Assignee, the Assignors agree to execute and deliver such
other assignments, bills of sale and other documents which are appropriate
to consummate the transactions contemplated
hereby.
|
|
|
d.
|
to
the actual knowledge of each Assignor, there are no claims, actions, suits
or proceedings pending or threatened against such Assignor which, if
determined adversely to any Assignor, would have a material adverse affect
on the Peru Agreement or the Additional Interests that would materially
and adversely affect the Assignor’s ability to perform its obligations
under this Agreement;
|
|
|
e.
|
Assignors
understand that the shares to be issued to Assignors hereunder have not
been, and may not be, registered under the Securities Act of 1933, as
amended (the “Securities Act”) by reason of a specific exemption from the
registration provisions of the Securities Act, the availability of which
depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of Assignors’ representations as expressed herein
or otherwise made pursuant hereto;
|
|
|
f.
|
the
Assignors are acquiring the Company’s capital stock hereunder for their
own investment for their own account, not as nominees or agents, and not
with the view to, or for resale in connection with, any distribution
thereof, and each of the Assignors have no present intention of selling,
granting any participation in, or otherwise distributing the same (other
than as bona fide gifts);
|
-2-
|
|
g.
|
each
of the Assignors each have substantial experience in evaluating and
investing in securities of companies similar to the Company and
acknowledge that they can protect its own interests. Assignors each have
such knowledge and experience in financial and business matters so they
are capable of evaluating the merits and risks of its investment in the
Company. Assignors understand and acknowledge that the Company
has a limited financial and operating history and that an investment in
the Company is highly speculative and involves substantial
risks. Each of the Assignors can each bear the economic risk of
their investment and are able, without impairing the Company’s financial
condition, to hold the shares to be issued hereunder for an indefinite
period of time and to suffer a complete loss of their investments. Each of the
Assignors are “accredited investors” within the meaning of Regulation D,
Rule 501(a), promulgated by the Securities and Exchange Commission under
the Securities Act;
|
|
|
h.
|
Assignors
have each had an opportunity to receive all information related to the
Company requested by them and to ask questions of and receive answers from
the Company regarding the Company, and its business. Assignors
have each reviewed the Company’s periodic reports on file with Securities
and Exchange Act filings;
|
|
|
i.
|
Assignors
each understand that there is a limited trading market for the shares
issued hereunder and that an active market may not develop for the
shares. Assignors each understand that even if an active market
develops for the shares, Rule 144 promulgated under the Securities Act
requires for non-affiliates (“Rule 144”), among other conditions, a
six-month holding period commencing as of the date that the Company
executes this Agreement. Assignors each understand and hereby
acknowledge that the Company is under no obligation to register any of the
shares under the Securities Act or any state securities or “blue sky”
laws;
|
|
|
j.
|
Each
of the Assignors understand and agree that the certificates evidencing the
shares to be issued hereunder, or any other securities issued in respect
of such capital stock upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall bear the
following legend (in addition to any legend required under applicable
state securities laws):
|
-3-
“THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES
LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY THE
SECURITIES.”
|
|
5.
|
Representations of
Assignee. The Assignee hereby represents and covenants
that:
|
|
|
a.
|
the
Assignee is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada;
and
|
|
|
b.
|
the
Assignee has all requisite corporate power and authority to execute and
deliver this Agreement and any other document contemplated by this
Agreement to be signed by the Assignee and to perform its obligations
hereunder and to consummate the transactions contemplated
hereby;
|
|
|
c.
|
Assignee
acknowledges and understands that the Assignors have spent significant
time and money in actively locating and negotiating the agreements
relating to the Peru Agreement and the Additional Interests, and further
acknowledges that the consideration to be paid to Assignors as set forth
herein is fair and reasonable.
|
|
|
6.
|
Entire
Agreement. This Agreement constitutes the entire agreement between
the parties in respect of the assignments contemplated hereby and there
are no warranties, representations, terms, conditions, or collateral
agreements expressed or implied, statutory or otherwise, other then
expressly set forth in this Agreement. This Agreement expressly supersedes
and replaces any and all prior understandings or agreements between the
parties with respect to the subject matter of this
Agreement.
|
|
|
7.
|
All Further
Acts. Each of the parties hereto will do any and all such acts and
will execute any and all such documents as may reasonably be necessary
from time to time to give full force and effect to the provisions and
intent of this Agreement. The Assignors further agree they will, at any
time and from time to time after the date hereof, upon the Assignee’s
request, execute, acknowledge and deliver or cause to be executed and
delivered, all further documents or instruments necessary to effect the
transactions contemplated in this
Agreement.
|
|
|
8.
|
Choice of
Law. This Agreement shall be governed by, and construed
with, the laws of the State of Texas, without giving effect to the
conflict of laws provisions
thereof.
|
|
|
9.
|
Schedules. The
schedules and exhibits are attached to this Agreement and are incorporated
herein.
|
|
|
10.
|
Headings. The
headings and captions contained in this Agreement are for convenience of
reference only and will not in any way affect the meaning or
interpretation of this Agreement.
|
|
|
11.
|
Survival. Each
party is entitled to rely on the representations and warranties of the
other party and all such representations and warranties will be effective
regardless of any investigation that the party has undertaken of failed to
undertake. The representations and warranties will survive the effective
date of this Agreement and continue in full force and effect until six (6)
months after the effective date of this
Agreement.
|
-4-
|
|
12.
|
No Assignment.
No Party may assign any right, benefit or interest in this Agreement
without the written consent of the other party, which consent may not be
unreasonably withheld. This Agreement will inure to the benefit
of, and be binding upon, the Assignors and the Assignee and their
respective successors and assigns.
|
|
|
13.
|
Amendment. This
Agreement may not be amended except by an instrument in writing signed by
each of the parties.
|
|
|
14.
|
Counterparts and
Electronic Means. This Agreement may be executed in several
counterparts, each of which will be deemed to be an original and all of
which will together constitute one and the same instrument. Delivery of an
executed copy of this Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed
copy will be deemed to be execution and delivery of this Agreement as of
the day and year first written
above.
|
IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
|
Assignors:
|
Assignee:
|
|
/s/
James M. Askew
|
Gulf
United Energy, Inc.
|
|
James
M. Askew
|
|
|
/s/
John B. Connally III
|
By:
______________________
|
|
John
B. Connally III
|
Name:
______________________
|
|
Title:______________________
|
|
|
/s/
Ernest B. Miller IV
|
|
|
Ernest
B. Miller IV
|
|
|
/s/
Rodeo Resources, L.P.
|
|
|
Rodeo
Resources, L.P.
|
|
-5-