EXHIBIT 10.1
CONTRACT FOR SALE AND PURCHASE OF BUSINESS
This contract for sale and purchase OF BUSINESS, hereinafter referred to
as "Contract" or "Agreement," is executed this 30th day of November, 1998, by
and between Redbank Petroleum, Inc., a Texas corporation, (as "Seller"), and
Lyric International, Inc., a Colorado corporation, (as "Buyer").
W I T N E S S E T H:
WHEREAS, Seller is the owner of the 50% of all the issued and outstanding
stock, and any and all intellectual property of Seismic International, Inc., a
Delaware corporation, hereinafter referred to as the "Property" or "Seller's
Property," located in Dallas County, State of Texas; and
WHEREAS, Buyer desires to purchase Seller's Property and Seller desires
to sell said Property to Buyer;
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises hereinafter contained, the Seller agrees to sell and the Buyer agrees
to buy the Property upon the following terms and conditions.
1. PURCHASE PRICE AND METHOD OF PAYMENT. The Purchase Price of the
Property is Five Million and No/100 Dollars ($5,000,000.00). Buyer shall pay
and Seller shall accept the purchase price for the Property in the manner of
fifty thousand (50,000) shares of Lyric Energy, Inc.'s Preferred Stock B, at
One Hundred and No/100 Dollars ($100.00) par value per share. Additionally,
Buyer shall pay to Seller 10% of the Gross Revenues Generated by Seismic
International, Inc. on the first fifty million dollars ($50,000,000.00) of
revenue. Thereafter, there shall be no additional compensation to Seller.
2. CLOSING. The closing of the transactions contemplated by this
Agreement, hereinafter referred to as the "Closing," shall be held at the
corporate offices of Lyric International, Inc., located in Dallas, Texas, on
the 30th day of December, 1998, at 3:30 p.m. (such date to be referred to in
this Agreement as the "Closing Date").
3.a. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer the correctness, truthfulness and accuracy of the matters
above-written, all of which shall survive the Closing. In addition, Seller
represents and warrants to Buyer that Seller is the true and rightful owner of
said stock of Seismic International, Inc. and it has the legal right to sell
such stock.
b. Seller represents that upon receiving payment from buyer that it
will obtain the resignations of 2/3's of the board of directors and
effectively deliver control of Seismic International, Inc. to Buyer.
c. Seller represents that it will further assist Buyer in perfecting
additional contracts for work, (not less than a gross total of $12,000,000.00
in additional contracts) for Seismic International, Inc. As evidence that
Seller shall continue to help, 10,000 shares (one million dollars worth) of
the Buyer's preferred stock shall be withheld until this is performed.
d. Seller agrees to help obtain a license or a raw data processing
agreement for Seismic International, Inc. to use the technologies for the
electronic mapping. It is understood that Buyer may have to invest additional
monies for said license or agreement and for working capital in Seismic
International, Inc.
e. Seller represents that Seismic International, Inc. has had no
business prior to the contract attached hereto for accounting purposes.
4. REPRESENTATIONS AND WARRANTIES. Buyer and Seller hereby represent
and warrant the following: There has been no act or omission by Buyer or
Seller which would give rise to any valid claim against any of the parties
hereto for a brokerage commission, finder's fee, or other like payment in
connection with the transactions contemplated hereby.
5. TRANSACTIONS PRIOR TO CLOSING. Seller hereby covenants the
following:
a. Conduct of Seller's Business Until Closing. Except as Buyer may
otherwise consent in writing prior to the Closing Date, Seller will not enter
into any transaction, take any action or fail to take any action which would
result in, or could reasonably be expected to result in or cause any of the
representations and warranties of Seller contained in this Agreement to be
void, invalid or false on the Closing Date.
b. Resignations. Seller shall deliver to Buyer prior to the Closing
Date, such resignations of officers or employees of the business including ▇▇▇
▇. Helleisz as its Chairman of the Board and President, as Buyer shall
indicate, each such resignation to be effective on the Closing Date. However,
it is agreed that Mr. Helleisz shall remain on the Board of Directors as a
representative of the other shareholders.
c. Documents. Seller shall deliver to Buyer at closing such
documents which are, in Buyer's sole discretion, necessary to fully satisfy
the objectives of this Agreement in content and form reasonably intended to do
so.
6. EXPENSES. Each of the parties hereto shall pay its own expenses
in connection with this Agreement and the transactions contemplated hereby,
including the fees and expenses of its counsel and its certified public
accountants.
7. GENERAL.
a. Survival of Representations and Warranties. Each of the parties
to this Agreement covenants and agrees that their respective representations,
warranties, covenants, statements, and agreements contained in this Agreement
shall survive the Closing Date and terminate on the second anniversary of such
date. Except as set forth in this Agreement, or in the documents and papers
delivered by Seller to Buyer in connection herewith, there are no other
agreements, representations, warranties, or covenants by or among the parties
hereto with respect to the subject matter hereof.
b. Waivers. No action taken pursuant to this Agreement, including
any investigation by or on behalf of any party shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained herein or therein and in any
documents delivered in connection herewith or therewith. The waiver by any
party hereto of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of any subsequent breach.
c. Notices. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing
and shall be deemed to have been duly given if delivered or mailed, first
class mail, postage prepaid,
To Seller: Redbank Petroleum, Inc.
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To Buyer: Lyric Energy, Inc.
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or to such other address as such party shall have specified by notice in
writing to the other party.
d. Sections and Other Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretations of this Agreement.
e. Governing Law. This Agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with the
laws of the State of Texas. The parties herein waive trial by jury and agree
to submit to the personal jurisdiction and venue of a court of subject matter
jurisdiction located in Dallas County, State of Texas. In the event that
litigation results from or arises out of this Agreement or the performance
thereof, the parties agree to reimburse the prevailing party's reasonable
attorney's fees, court costs, and all other expenses, whether or not taxable
by the court as costs, in addition to any other relief to which the prevailing
party may be entitled. In such event, no action shall be entertained by said
court or any court of competent jurisdiction if filed more than one year
subsequent to the date the cause(s) of action actually accrued regardless of
whether damages were otherwise as of said time calculable.
f. Captions. The Captions of this contract are for convenience and
reference only and in no way define, describe, extend, or limit the scope or
intent of this contract, or the intent of any provisions hereof.
g. Time of the Essence. Time and timely performance are of the
essence of this contract and of the covenants and provisions hereunder.
h. Successors and Assigns. Rights and obligations created by this
Agreement shall be binding upon and inure to the benefit of the parties
hereto, their successors and assigns. Whenever used, the singular number
shall include the plural, the plural the singular, and the use of any gender
shall include all genders.
i. Contractual Procedures. Unless specifically disallowed by law,
should litigation arise hereunder, service of process therefore may be
obtained through certified mail, return receipt requested; the parties hereto
waiving any and all rights they may have to object to the method by which
service was perfected.
8. AMENDMENTS OR ADDENDA. As of the date above-written, there are no
amendments, addenda, modifications, or changes to this Agreement.
9. SIGNATURES. This Agreement shall not be valid and enforceable
unless it is properly executed by Buyer and Seller and their signatures
affixed below.
IN WITNESS WHEREOF, this Agreement has been executed by each of the
individual parties hereto and signed by an officer thereunto duly authorized,
on the date and year first above-written.
Signed and delivered in the presence of:
SELLER:
REDBANK PETROLEUM, INC.
a Texas corporation
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
BUYER
LYRIC ENERGY, INC.
a Texas corporation
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President