ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made effective as of the3rd  day of November, 2011 (“Effective Date”) by and between AOS 1A, LP, a Texas limited partnership and AOS 1-B, LP, a Texas limited partnership (hereinafter referred to collectively as “SELLERS”), Adino Energy Corporation, a Montana corporation (hereinafter referred to as the “ISSUER”), and Adino Oilfield Services, LLC, a Texas limited liability company and wholly-owned subsidiary of the ISSUER (hereinafter referred to as the “BUYER”).

RECITALS

WHEREAS, SELLERS possesses certain valuable assets which its wishes to sell;

WHEREAS, BUYER wishes to purchase certain assets from SELLERS;

WHEREAS, BUYER and SELLERS desire to consummate this purchase by the issuance to SELLERS of certain shares of preferred stock of ISSUER;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

On the Effective Date, SELLERS shall sell, convey, transfer and assign to BUYER, and BUYER shall purchase and accept from SELLERS for the purchase price set forth in Section II, all of SELLERS’S right, title and interest in the Assets.

“Assets” shall mean all unencumbered assets of SELLERS, including those set forth in Schedule 1 hereto.

The parties hereto intend that the Assets will be transferred to BUYER as soon as practicably possible. There may be more than one such transfer.

SELLERS shall execute and deliver to BUYER all bills of sale, assignments, certificates of title, deeds, and other documents necessary to effect the sale and transfer of SELLERS’S right, title and interest in the Assets to BUYER as provided herein, and such other documents as may be necessary to effect good and marketable title to BUYER.

 

 

1. In exchange for SELLERS’ sale of the ASSETS to the BUYER, the ISSUER shall issue to SELLERS one hundred thousand (100,000) shares of its Class “B” Preferred Stock Series 1 (the “Preferred Stock”), as follows: 95,534 shares of Preferred Stock to AOS 1A, LP, and 4,466 shares of Preferred Stock to AOS 1-B, LP. The Preferred Stock shall be convertible into shares of ISSUER’s common stock at SELLERS’ option at any time after six months, provided that (a) no conversion may be made during the first six (6) months, (b) after the first 6 months, only 25% of the Preferred Stock may be converted into common stock, and (c) each month thereafter, only up to 12.5% of the Preferred Stock may be converted into common stock. The Preferred Stock shall have other terms as determined by ISSUER’s Board of Directors. SELLERS agrees and acknowledges that the current terms of the Preferred Stock must be amended and filed with the Montana Secretary of State in order to comply with the foregoing and that such filing is a prerequisite to issuance of the Preferred Stock. A copy of the amendment to be filed is attached hereto as Exhibit B. ISSUER agrees to file such certificate promptly and to issue the Preferred Stock to SELLERS as promptly as possible after filing of such certificate with the Montana Secretary of State.

2.           SELLERS shall retain all liabilities relating to the Assets. BUYER expressly does not assume any liabilities in connection with the purchase of the Assets.

SELLERS hereby represent and warrant to BUYER as follows:

(1)           This Agreement, when duly executed and delivered in accordance with its terms, will constitute legal, valid, and binding obligations of SELLERS. This Agreement has been authorized and ratified by the general partner of the SELLERS, and such general partner has the legal authority to enter into this Agreement on behalf of the SELLERS. Should SELLERS not perform as described by this Agreement, BUYER may enforce this Agreement against SELLERS in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally or by general equitable principles.

(2)           SELLERS have good and marketable title to all of the Assets free and clear of any liens or other security interests.

(3)           The Assets are in good and workable condition, suitable for the purposes for which they are intended.

(4)           The making and performance of this Agreement by SELLERS will not violate any provisions of any Federal, State, or local laws.  No actions, suits or proceedings are pending or, to the knowledge of the management of SELLERS, threatened against SELLERS which, if adversely resolved, would materially affect the overall operations of the business of SELLERS or SELLERS’ abilities to consummate this Agreement.

 

 

BUYER represents and warrants to SELLERS:

(1)           When this Agreement and all of such documents have been duly executed and delivered, they will constitute the valid and binding obligations of BUYER enforceable in accordance with their terms. This Agreement has been authorized and ratified by BUYER’s Board of Directors.

(2)           The making and performance of this Agreement by BUYER will not violate any provisions of any Federal, State or local laws and will not result in the breach or violation of any contractual agreement of BUYER.

SECTION IV.

SELLERS shall indemnify, defend and hold BUYER and ISSUER harmless from and against any and all loss, costs, damage, expense (including attorney’s fees, court costs, and costs of investigation), fines, penalties, claims, suits or liability to any persons, entities or governments attributed to events or omissions directly or indirectly caused by SELLERS’S conduct or omitted conduct prior to and before the Effective Date, breach of any warranty, representation, covenant or agreement of SELLERS contained in this Agreement or any certificate, exhibit, or schedule delivered pursuant hereto, regardless of whether, in the case of a breach of warranty, SELLERS relied upon the truth of such representation or warranty or had any knowledge of the breach thereof.

BUYER shall indemnify, defend and hold SELLERS harmless from and against any and all loss, costs, damage, expense (including attorney’s fees and court costs), fines, penalties, claims, suits or liability to any persons, entities or governments attributed to events or omissions directly or indirectly caused by BUYER’S conduct or omitted conduct in connection with the operation and use of the Assets after the Effective Date.

 

SELLERS shall execute and deliver to BUYER such bills of sale, certificates of title, deeds, and other documents or instruments as required or deemed necessary or proper by the parties to transfer the Assets to BUYER.

SELLERS further covenants and agrees that SELLERS will cooperate with BUYER to obtain the consent, if required, of the other parties to such agreements and other documents as needed.

 

 

The captions used in this Agreement are for reference purposes only and shall not affect the interpretation or meaning of this Agreement.

SECTION VII.

If any portion of this Agreement should be adjudged illegal or unenforceable, the remainder of this Agreement shall continue to be enforceable.

This Agreement is deemed a contract and shall be construed, governed by, and administered in accordance with the laws of the State of Texas and venue for all matters shall lie in Harris County, Texas.

This Agreement represents the entire understanding of the parties, and supersedes and replaces all prior agreements, contracts, arrangements and understandings between the BUYER, SELLERS, and ISSUER concerning the sale and purchase of the assets.  There are no other terms, conditions, representations, or warranties, expressed or implied, written or oral, except as set forth herein.  No amendments, modifications, or additions hereto will be binding unless executed in writing by BUYER, SELLERS, and ISSUER.  Any prior documents are superseded in the entirety by this Agreement and the documents executed in connection and of even date herewith.

SELLERS, BUYER, and ISSUER each agree to execute and deliver such other and further instruments, documents, certificates and undertakings (and to provide such cooperation) as may be reasonably required from time to time in order to fully effectuate the provisions and purposes of this Agreement.

This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

 

 

 

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the day and year first written above.

 

 

 

 

2008 Atlas Copco RD20 Range III Drilling Rig

8’ 6” W x 40’ L Drill Deck ( 44’ w/ 6 ramps )

6’H x 8’W 650 BBL three tank mud pit system w/ walkways,

Double Life AWD III Single screen shale shaker, de-sanders,

De-silter, agitators and charging pump.

Onsite Energy MTU 50KW Generator

Aggreko 175KW Trailer Mounted Generator

Catwalks and Stairs for Trailers

Catwalks and Stairs for RD20

Misc. Tools (185K)

Adalet 10K Ft Wire Line Unit

100 Gallon Diesel Fuel Aux. Fuel Tank

2006 Weekender Travel Trailer

2009 Stanton Dynamics 36’ Pipe Trailer w/ Air Wench

2009 Stanton Dynamics 36’ Pipe Trailer w/ Air Wench

2009 Stanton Dynamics 42’ Fuel Tank (4200 Gallon) and Generator Trailer

2009 Stanton Dynamics 40’ Doghouse Mounted Trailer

2009 Stanton Dynamics 40’ Float Trailer

2009 Stanton Dynamics 45’ Casing Trailer

2009 Stanton Dynamics 45’ Casing Trailer

2011 Top Hat Utility Trailer (Generator Mounted on this)

2003 Ford F250 4x4 4 door

2005 Dodge Ram 2500 4x4 4 door (Diesel Fuel)

 

(4) 58 “ 12, 13, & 16 – Groove, (2) 52” 14 & 6- Groove, (1) 56 “ 16 Groove, (2) 58 ½” 14 & 16-Groove, (1) 64” 20 – Groove

10’W x 3’D x 40’L (44’ skidded) 200 BBL mud pit w/ TRW

Shaker.

Cat D-353Diesel Eng S/N-46B04615 w radiator, gauges  (used as spare)

Cat D-379 Diesel Engine, S/N -68B6869, w/radiator, pump drive., air clutch (overhauled 5/06)

Paid $37,000 at Kruse Auction 2/24/2011

Cat D-379 Diesel Engine, S/N -68B14450, w/radiator, pump drive, air clutch (overhauled 5/06)

Paid $21,000 at Kruse Auction 2/24/2011

(2) Cat SR4 90 and 150 KW Gen Sets p/b CAT 3306 w/elec starts, Rads, Skidded, Rebuilt Quincy 390 Air Comp. p/b Elec Motor, Transformer, Switchgear, Mounted in 8’W x 37’ L Utility House, Skidded

SHOPBUILT 9’6”W x 6’H x 51’L, 498 Bbl. Suction/Shaker Tank w/ (3) Compartments, Slant Bottom, Internal Plumbing, Top Mounted Walkways, Safety Rails, Skidded.

 

DOUBLE LIFE AWD III Single, Single Screen, Linear Motion Shale Shaker S/N 3346.

 

 

Plus any and all other unencumbered assets of SELLERS.