Exhibit 10.2
Purchase and Sales Agreement
This Purchase and Sales Agreement (hereinafter "Agreement") is made and entered
into this 6th day of August, 2009, between William C. Athens, (hereinafter
"Seller") located at 1924 S. Utica Avenue, Suite 1201, Tulsa, Oklahoma 74104,
and Ian Spowart, Liberty Energy Corp, London England (hereinafter "Purchaser").
Recitals
WHEREAS, Seller is the record owner and holder of ownership interest in the
A-Lovech exploration Block in Bulgaria;
WHEREAS, said ownership interest reflects Seller's pro rata share of over
riding royalty interest in a Production Sharing Agreement (PSA) between the
Government of Bulgaria and The Aunschutz Overseas Corporation;
WHEREAS, Purchaser desires to purchase a 1/64th of 1% of 8/8ths over riding
royalty interest;
WHEREAS, Seller desires to sell a 1/64th of 1% of 8/8ths over riding
royalty interest ownership interest upon the terms and subject to the conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, it is hereby agreed as follows:
The Seller agrees to sell a total of 1/16th of 1% of 8/8th over riding
royalty interest to the buyer for a total price of $400,000. Said payments and
Assignments can be made in four separate closings spaced 30 days apart.
1. Purchase and Sale - Purchaser.
a. Subject to the terms and conditions hereinafter set fort, at the
Closing of the transaction contemplated hereby, Purchaser shall:
i. Pay Seller the sum of $100,000 Dollars (hereinafter
"Purchase Price") for the purchase of 1/64th of 1% ORR
ownership interest from Seller.
ii. Purchaser shall wire transfer closing funds to Seller on day
of closing.
iii. Seller shall cause the original Purchase and Sales Agreement
and the Assignment to be in the hands of the Purchaser by
the date of closing.
2. Purchase and Sale - Seller. In exchange for Purchaser paying the
Purchase Price, Seller shall sell, convey and transfer title to the
ownership interest to Purchaser.
3. Closing. The Closing of the transactions contemplated by this
Agreement shall be held at London/Tulsa and by utilizing UPS/wire
transfer. The closing will not be done in person. Each party is
relying on the other party to do as they say.
4. Representations and Warranties of Seller. Seller warrants and
represents:
a. Seller is the lawful owner of the ownership interest, free and
clear of all security interests, liens, encumbrances, equities
and other charges.
5. Restrictions on Ownership Interest. None
6. Entire Agreement. This Agreement constitutes the entire Agreement and
supersedes all prior agreements and understandings, oral and written,
between the parties hereto with respect to the subject matter hereof.
7. Headings. This section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
8. Severability. The invalidity, in whole or in part, of any term of this
Agreement does not effect the validity of the remainder of the
Agreement.
9. Applicable Law and Venue. This Agreement is governed by the laws of
the State of Oklahoma. Any claim arising from this Agreement must be
filed in Tulsa County, Oklahoma.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the date first above written.
/s/ William C. Athens /s/ Ian Spowart Sept. 22nd 09
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Seller Purchaser
William C. Athens Ian Spowart / Liberty Energy Corp.
Printed Name Printed Name
Address: Address:
1924 South Utica, Suite 1201 Church Barn, 3 Church Lane
Tulsa, Oklahoma, 74104 US Balby, Selby, YO8 5JG