Exhibit 10.5
Purchase and Sale Agreement
(Superior Oil and Gas - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇)
This agreement ("the Agreement") is entered into on December 13, 2005 by
and between Superior Oil and Gas Co., a Nevada corporation ("Superior") and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") of Dallas, Texas.
In consideration of the following representations, promises and
undertakings, the parties agree as follows:
1. Representations by ▇▇▇▇▇▇. ▇▇▇▇▇▇ represents to Superior as follows:
1.1. ▇▇▇▇▇▇ does business as "▇▇▇▇▇▇ Oil and Gas" and as "Conquest
Energy Resources, Inc." and either he or such alter egos is the
direct or indirect owner of the oil and gas leases, ▇▇▇▇▇ and
other properties, including surface and below-surface well
equipment and pipes, described on Exhibit 1.1 attached to this
Agreement ("the Properties").
1.2. There are no liens of any nature attached to the Properties.
1.3. ▇▇▇▇▇▇ has the full and perfected right to convey the Properties
to Superior in accordance with the terms of this Agreement. In
this regard, he has obtained all necessary consents, assignments
and approvals of third persons or entities to convey the
Properties to Superior.
1.4. With reference to each of the ten Properties described on Exhibit
1.1 as identified by the name of a well on the Property, the
status of ▇▇▇▇▇ on each Property is as follows:
-------------- ----------- ---------------------------------- --------------------------
No. of ▇▇▇▇▇ Drilled, Tested and
Completed and Awaiting Only No. of Formerly
No. of Installation of Certain Surface Producing ▇▇▇▇▇ Awaiting
Name of Well Producing Equipment to Become Producing Workover to Become
▇▇▇▇▇ ▇▇▇▇▇ Producing ▇▇▇▇▇ Again
-------------- ----------- ---------------------------------- --------------------------
Dye 1 1
-------------- ----------- ---------------------------------- --------------------------
▇▇▇▇▇▇ 1 2
-------------- ----------- ---------------------------------- --------------------------
▇▇▇▇▇▇▇ 1 2
-------------- ----------- ---------------------------------- --------------------------
Alta 1
-------------- ----------- ---------------------------------- --------------------------
▇▇▇▇▇▇▇ 1 3
-------------- ----------- ---------------------------------- --------------------------
▇▇▇▇▇▇ 1 2
-------------- ----------- ---------------------------------- --------------------------
Monroe 1
-------------- ----------- ---------------------------------- --------------------------
Corn 3 3
-------------- ----------- ---------------------------------- --------------------------
▇▇▇▇▇▇▇▇ 1
-------------- ----------- ---------------------------------- --------------------------
Ball 1 3
-------------- ----------- ---------------------------------- --------------------------
Totals 9 3 16
-------------- ----------- ---------------------------------- --------------------------
2. Representations by Superior. Superior has the full and perfected
right to issue to ▇▇▇▇▇▇ the shares of common stock of Superior
described in this Agreement. In this regard, it has obtained the
approval of its board of directors.
3. Purchase and Sale of the Properties. Superior agrees to purchase
from ▇▇▇▇▇▇, and ▇▇▇▇▇▇ agrees to sell to Superior, the
Properties in consideration of the issuance to ▇▇▇▇▇▇ of 300,000
newly-issued shares of common stock of Superior ("the Shares").
4. Warranty of Title to the Properties. ▇▇▇▇▇▇ warrants that the
title to the Properties is good and marketable and agrees to
defend such title at his own expense should it be challenged.
5. Closing. The parties shall close the Purchase and Sale
transaction described herein at a mutually agreeable time within
one week from the date of this Agreement or as otherwise agreed
to between the parties. Prior to the Closing, ▇▇▇▇▇▇ shall
deliver to Superior copies of executed, acknowledged and recorded
oil and gas leases or assignments of leases that evidence the
title of ▇▇▇▇▇▇ or his alter egos to the Properties and the right
to transfer to Superior the Properties.
6. Applicable Law, Arbitration and Sole Agreement. The laws of the
state of Kansas shall apply to all issues regarding title to the
Properties. The laws of Oklahoma shall apply to all issues
regarding the legal effect and meaning of the provisions of this
Agreement. Disputes between the parties shall be resolved by
binding arbitration employing rules of the American Arbitration
Association or other rules agreed to by the parties. This is the
sole agreement between the parties relating to the Properties.
7. Restricted Nature of the Shares. In accordance with the
regulations of the U.S. Securities and Exchange Commission ("the
Commission"), the Shares will be "restricted securities" within
the meaning of the Commission's Rule 144. As such, absent
registration or the availability of an exemption from
registration, they cannot be transferred for value by ▇▇▇▇▇▇
during the first full year after the Closing. During the second
year after the Closing they can be transferred for value without
registration pursuant to the provisions of Rule 144. Thereafter,
provided ▇▇▇▇▇▇ is not an affiliate of Superior and has not been
as affiliate of Superior during the 90 days before a proposed
transfer for value, ▇▇▇▇▇▇ can transfer the Shares without
registration and without complying with the provisions of Rule
144.
Superior Oil and Gas Co.
By: /s/ ▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------- ----------------------
▇▇▇ ▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Acknowledgements
State of Oklahoma )
)
County of Canadian )
Before me, a Notary Public in and for the State and County set forth above,
on December 13, 2005 personally appeared ▇▇▇ ▇▇▇▇▇, known to me to be the
President of Superior Oil and Gas Co., and executed the above Purchase and Sale
Agreement in such corporate capacity.
/s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------
Notary Public
[SEAL]
My commission expires: 9/24/08
My commission #: 15241
* * * * * * * * * *
State of Oklahoma )
)
County of Canadian )
Before me, a Notary Public in and for the State and County set forth above,
on December 13, 2005 personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known to me, and
executed the above Purchase and Sale Agreement.
/s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------
Notary Public
[SEAL]
My commission expires: 9/24/08
My commission #: 15241
Exhibit 1.1 to
Purchase and Sale Agreement
(Superior Oil and Gas - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇)
------------ -------------------------------------- ------------ ---------- ----------
Name of
Well on Working Net
County in the Interest Revenue
Kansas Legal Description of Property Property Amount Amount
------------ -------------------------------------- ------------ ---------- ----------
Chautauqua Bore holes only: ▇▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇, ▇▇▇▇ Dye 1.00 .83125
------------ -------------------------------------- ------------ ---------- ----------
Chautauqua W/2 SE/4 and SW/4 ▇▇/▇ ▇▇ ▇▇▇▇▇▇▇
▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ 1.00 .83125
------------ -------------------------------------- ------------ ---------- ----------
Chautauqua S/2 S/2 and SE/4 SE/4 ▇▇/▇ ▇▇ ▇▇▇▇▇▇▇
▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ 1.00 .8375
------------ -------------------------------------- ------------ ---------- ----------
Chautauqua Bore hole only: ▇▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇, ▇▇▇▇ Alta 1.00 .8750
------------ -------------------------------------- ------------ ---------- ----------
Chautauqua Bore holes only: ▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ 1.00 .83125
------------ -------------------------------------- ------------ ---------- ----------
Chautauqua S/2 ▇▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ 1.00 .83125
------------ -------------------------------------- ------------ ---------- ----------
Chautauqua NE/4 less ▇▇/▇ ▇▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇, ▇▇▇▇ Monroe 1.00 .83125
------------ -------------------------------------- ------------ ---------- ----------
▇▇▇▇▇▇▇▇▇▇ ▇▇/4 and S/2 ▇▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇, ▇▇▇▇ Corn 1.00 .771875
------------ -------------------------------------- ------------ ---------- ----------
Elk That part of the NW/4 ▇▇/▇ ▇▇
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇ lying West
of the road ▇▇▇▇▇▇▇▇ 1.00 .8750
------------ -------------------------------------- ------------ ---------- ----------
Chautauqua ▇▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇ Ball 1.00 .8750
------------ -------------------------------------- ------------ ---------- ----------