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Title: |
Sales and Purchase Agreement |
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Date: |
2006 |
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Preview shows 3KB of 17KB total |
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Price: |
$35 |
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ID: |
#1433738 |
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SALES AND PURCHASE AGREEMENT
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THIS AGREEMENT ("Agreement") is entered into this day of March 15, 2006, by
and between Structured Capital Corp., a Texas corporation, whose address is 1900
West Loop South, Suite 1100, Houston, Texas, represented herein by Jostein
Hauge, its duly authorized President ("Assignor"), and Texaurus Energy Inc., a
Delaware corporation, whose address is 2411 Fountainview Dr, Suite 120, Houston,
Texas 77057, represented herein by Frank A. Jacobs, its duly authorized Director
("Assignee").
The agreement of the parties is as follows:
1. PURCHASE AND SALE. Subject to the terms, provisions and conditions set
forth herein below, and for the consideration set forth below, Assignor hereby
agrees to sell, assign convey and deliver unto Assignee, and Assignee hereby
agrees to purchase and acquire from Assignor, the "Assigned Interests" described
more particularly on Exhibit "A" attached hereto and made a part hereof. The
closing (the "Closing") shall be held on April 7, 2006 unless such date is
extended by agreement of Assignor and Assignee or unless it is extended pursuant
to Section 7 below.
2. PURCHASE PRICE. For and in consideration of the agreement of Assignor to
sell, assign, convey and deliver the Assigned Interests unto Assignee in the
manner set forth above, Assignee does hereby bind and obligate itself, its
successors and assigns, to pay the purchase ("Purchase Price") set forth below
to Assignor. The Purchase Price is hereby agreed to be the sum of Four Million
and No/100 ($4,000,000.00) Dollars, payable as follows, to-wit:
(a) Two million five hundred thousand ($2,500,000) Dollars payable to
Assignor, and due and payable in full on or before April 7, 2006, by wire to
Assignor's account.
(b) The issuance of thirty seven million five hundred thousand (37,500,000)
shares in the capital of Texhoma Energy, Inc., provided the issue price of the
private placements that will occur contemporaneously with this transaction is
$0.04.
3. DELIVERY OF ASSIGNMENT. Upon payment by the Assignee of the Purchase
Price, Assignor shall, at that time, execute an assignment ("Assignment")
assigning, selling, conveying and delivering unto Assignee with full warranty
the Assigned Interests.
4. ASSIGNOR WARRANTIES. Assignor hereby warrants and agrees as follows,
to-wit:
(a) No suit, action or proceeding by or before any governmental authority
has been instituted or threatened (and not subsequently dismissed, settled or
otherwise terminated) which might restrain, prohibit or invalidate any of the
transactions contemplated by this Agreement.
(b) The Assignment and execution of this Agreement has been fully authorized
pursuant to the certified resolution of the Member(s) or Manager(s) of Assignor
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