ASSETPURCHASE AGREEMENT

EX-2.1 2 v315473_ex2-1.htm EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of June 1, 2012, by and between Rio Bravo Oil, Inc., a Nevada corporation, (the “Purchaser”) and Numa Luling, LLC, a Delaware limited liability company (the “Seller”). The Purchaser and the Seller are sometimes referred to herein individually as “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the Seller is the owner of a twenty-five percent (25%) working interest in and to various oil and gas leases and all wells, equipment, agreements and personal property associated therewith located in Caldwell and Guadalupe Counties, Texas (the “Working Interest”), as more particularly described on Exhibit “A” herein; and

WHEREAS, the Seller wishes to sell, and the Purchaser wishes to purchase, the Working Interest upon the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

AGREEMENT

ARTICLE I
SALE OF ASSETS

Section 1.1. Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, the Seller hereby sells, transfers, conveys, assigns and delivers to the Purchaser, and the Purchaser hereby purchases all of the Seller’s right, title and interest in, to and under the following assets, properties and rights of the Seller (collectively, the “Included Assets”), free and clear of all mortgages, liens, security interests, encumbrances, claims, charges and restrictions of any kind or character of which the Seller has actual knowledge (collectively, “Liens”):

(i)

Working Interest. That certain twenty-five percent (25%) working interest in and to various oil and gas leases and all wells, equipment, agreements and personal property associated therewith located in Caldwell and Guadalupe Counties, Texas, as more particularly described in Exhibit “A” attached hereto.

(ii)

Books and Records. All books and records, including but not limited to evidences of title, reserve reports, geologic reports and valuation reports, used in connection with the Included Assets or otherwise relating solely thereto (“Books and Records”).

(iii)

Contract Rights. All contract rights of every kind or nature related solely to the assets detailed in subparagraphs (i) through (ii), above, which are integral to Purchaser’s ability to maximize the value of the Included Assets (“Contract Rights”).

(iv)

Other Assets. All other assets and properties of every kind and nature owned or held by the Seller, or in which the Seller has an interest, known or unknown, fixed, unfixed, choate or inchoate, accrued, absolute, contingent, or otherwise, related solely to the assets detailed in subparagraphs (i) though (iii), above, which are integral to Purchaser’s ability to maximize the value of the Included Assets (“Other Assets”).

Section 1.2. Sale of Included Assets. Other than as specifically represented or warranted in this Agreement, the Included Assets are being sold by Seller to Purchaser on an “as-is” basis, without any further representations and warranties of any nature, including any warranty of merchantability or fitness for any particular purpose.

Section 1.3 Assumed Liabilities. In connection with the sale, transfer, conveyance, assignment and delivery of the Included Assets pursuant to this Agreement, on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall assume and pay only the obligations of the Seller, if any, associated with the Included Assets.

Section 1.4. Retained Liabilities. Except for the Assumed Liabilities, the Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any liabilities of the Seller which were incurred with Seller’s knowledge prior to the Closing which are not associated with the Included Assets.

ARTICLE II
PURCHASE PRICE AND CLOSING

Section 2.1. Purchase Price. In full consideration for the purchase by the Purchaser of the Included Assets, at the Closing, Purchaser shall deliver to the Seller, at the Closing, 3,250,000 shares of the Purchaser’s Series B Convertible Preferred Stock (“Series B Preferred Shares”). The Series B Preferred Shares will be convertible in accordance with the Certificate of Designations with respect to such Series B Preferred Shares, a copy of which is attached hereto as Exhibit “B” and incorporated herein by this reference.

Section 2.2. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on or before June 7, 2012 at 5:00 pm, CDT (“Closing Date”) at 5858 Westheimer, Ste. 699, Houston, Texas 77057 or at another mutually agreeable location. At the Closing, Seller shall deliver to Purchaser an Assignment and Bill of Sale with respect to the Included Assets in the form attached hereto as Exhibit “C” and incorporated herein by this reference. Notwithstanding the foregoing, the Parties may mutually agree to an extension of the Closing Date at any time prior to the initial Closing Date.

Section 2.3 Update of Schedules. The Parties acknowledge that the attached Exhibits represent the Included Assets to be transferred by Seller to Purchaser on the Closing Date. At request of Purchaser within seven (7) business days of the Closing Date, Seller agrees to cooperate with Purchaser to update all of the Exhibits as of the Closing Date.

Section 2.4. Further Assurance; Post Closing Cooperation. All transactions at the Closing shall be deemed to have taken place simultaneously. The Seller, to the extent of its ability to do so, will, for a period of at least one-year following the Closing and at the request of the Purchaser, execute and deliver such other and further documents, instruments of conveyance, assignment, transfer and consent as the Purchaser or its counsel may reasonably require for the most effectual conveyance and transfer of the Included Assets to the Purchaser, and the Seller will assist the Purchaser, including taking all necessary action in the collections and reduction to possession of the Included Assets at the Purchaser’s expense. In addition, in the event Seller receives any checks, drafts or other payments payable to the order of the Seller relating to the Included Assets subsequent to the Closing Date, Seller shall make payment(s) to Purchaser in the amount or amounts so received by Seller within seven (7) business days following the receipt thereof. For a period of at least one-year following the Closing, each Party, to the extent of its ability to do so, will afford the other Party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating solely to the Included Assets in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with the determination or enforcement of rights and obligations under this Agreement.

ARTICLE iiI
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants and agrees to and with the Purchaser, as follows:

Section 3.1 Execution and Validity of Agreement; Existence and Good Standing. The Seller has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all required action on behalf of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and, assuming due authorization, execution and delivery by the Purchaser, constitute legal, valid and binding obligations of the Seller enforceable against it in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The Seller is a duly organized and validly existing limited liability company in good standing under the laws of the state of its organization with the full power and authority to own its property and to carry on its business in the places where such properties are now owned or operated or such business is now being conducted.

Section 3.2 Title to Included Assets; Encumbrances. To the best of Seller’s actual knowledge, the Seller has good and valid title to all of the Included Assets free and clear of all known Liens which may have been placed thereon by Seller. The Seller has the right to convey, and the execution and delivery of this Agreement and the Exhibits hereto will convey to the Purchaser, and the Purchaser is hereby being vested with good and marketable title in and to the Included Assets, free and clear of all Liens which may have been placed thereon by Seller.

Section 3.3. Non-Contravention. To the best of Seller’s actual knowledge, the execution, delivery and performance by the Seller of its obligations hereunder and the consummation of the transactions contemplated hereby, will not result in (a) the violation by the Seller of any statute, law, rule, regulation or ordinance (collectively “Laws”), (b) any judgment, decree, order, with, permit or license (collectively “Orders”) of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, county, city or other political subdivision (a “Governmental or Regulatory Authority”) or (c) any contract or commitment to which the Seller is a party, which is applicable solely to the Included Assets. Notwithstanding anything to the contrary contained in this Agreement, Seller is not providing any representation or warranty that any of the Contract Rights are assignable and that the assignment or transfer of such Contract Rights as contemplated hereunder is not a breach or conflict of the terms of any of the Contract Rights.

Section 3.4. Approvals and Consents. To the best of its knowledge, Seller is not aware of any notices, consents, approvals or other actions required by any Governmental or Regulatory Authority or third party in order to permit the consummation of the transactions contemplated by this Agreement without causing or resulting in a default, event of default, acceleration event or termination event under any of such documents and without entitling any party to any of such documents to exercise any other right or remedy adverse to the interests of the Purchaser.

Section 3.5. Litigation. To the best of Seller’s actual knowledge, there is no action, suit, claim, proceeding at law or in equity by any Person, or any arbitration or any administrative or other proceeding by or before (or to the actual knowledge, information and belief of the Seller, any investigation by) any Governmental or Regulatory Authority, pending or, to the actual knowledge, information and belief of the Seller, threatened, against the Seller with respect to this Agreement or the transactions contemplated hereby, or against or affecting the Seller or the Included Assets; and to the actual knowledge, information and belief of the Seller, no acts, facts, circumstances, events or conditions occurred or exist which are a basis for any such action, proceeding or investigation.

Section 3.6. Brokers. No broker, finder, agent or similar intermediary has acted on behalf of the Seller, any affiliate thereof, or the Seller in connection with this Agreement or the transactions contemplated hereby, and no brokerage commissions, finder’s fees or similar fees or commissions are payable by the Seller, any affiliate thereof, or the Seller in connection therewith based on any agreement or arrangement.

ARTICLE iV
REPRESENTATIONS OF THE PURCHASER

The Purchaser represents, warrants and agrees to and with the Seller as follows:

Section 4.1 Existence and Good Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with full power and authority to own its property and to carry on its business in the places where such properties are now owned or operated or such business is now being conducted.

Section 4.2. Execution and Validity of Agreements. The Purchaser has the full power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser and this Agreement has been duly and validly executed and delivered by the Purchaser and assuming due authorization, execution and delivery by the Seller, constitute legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with their terms.

Section 4.3. Non-Contravention; Approvals and Consents.

(i) Non-Contravention. The execution, delivery and performance by the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby, will not (a) violate, conflict with or result in the breach of any provision of the Certificate of Incorporation (or other comparable charter documents) of the Purchaser, or (b) result in the violation by the Purchaser of any Laws or Orders of any Governmental or Regulatory Authority, applicable to the Purchaser or any of its assets or properties.

(ii) Approvals and Consents. No consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Instrument to which the Purchaser is a party or by which the Purchaser or any of its assets or properties is bound for the execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder or the consummation of the transactions contemplated hereby.

Section 4.4. Brokers. No broker, finder, agent or similar intermediary has acted on behalf of the Purchaser or its affiliates in connection with this Agreement or the transactions contemplated hereby, and no brokerage commissions, finder’s fees or similar fees or commissions are payable by the Purchaser or its affiliates in connection therewith based on any agreement, arrangement or understanding with any of them.

Section 4.5. Disclosure. No representation or warranty contained in this Agreement, and no statement contained in any Schedule or in any certificate, list or other writing furnished to the Seller pursuant to any provision of this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.

ARTICLE V
ACTIONS AT CLOSING BY THE SELLER

Section 5.1. Required Approvals, Notices and Consents. If any approvals, notices or consents to this transaction are subsequently ascertained by the Purchaser to be necessary, the Seller will reasonably cooperate with the Purchaser, at Purchaser’s expense, to help facilitate the Purchaser making such notice or obtaining such approval or consent or taking such further action.

Section 5.2 Assignment and Bill of Sale. The Seller will deliver to Purchaser the Assignment and Bill of Sale in form and substance reasonably satisfactory to Purchaser and its counsel.

Section 5.3. Certified Resolutions. The Seller will deliver to the Purchaser a copy authorization from the members of the Seller authorizing of its Manager to execute, deliver and perform this Agreement and the transactions contemplated hereby, certified to and by the Manager of the Seller.

Section 5.4 Proceedings. All proceedings taken in connection with the transactions contemplated by this Agreement and all documents incident thereto were reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser received copies of all such documents and other evidences as it or its counsel reasonably requested in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith.

ARTICLE VI
ACTIONS AT CLOSING BY THE PURCHASER

Section 6.1. Required Approvals, Notices and Consents. The Purchaser shall have obtained or given, at no expense to the Seller, and there shall not have been withdrawn or modified any notices, consents, approvals or other actions required in order to permit the consummation of the transactions contemplated by this Agreement without causing or resulting in a default, event of default, acceleration event or termination event under any of such documents and without entitling any party to any of such documents to exercise any other right or remedy adverse to the interests of the Seller. Each such consent or approval shall be in form satisfactory to Seller and/or counsel for the Seller.

Section 6.2. Stock Delivery. The Purchaser shall cause to be delivered to the Seller 3,250,000 shares of the Purchaser’s Series B Preferred Shares on account of the purchase of the Included Assets.

Section 6.3. Certified Resolutions. The Purchaser is delivering to the Seller a copy of the resolutions of the Purchaser authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, certified to by an officer of the Purchaser.

Section 6.4. Proceedings. All proceedings taken in connection with the transactions contemplated by this Agreement, and all documents incident thereto were reasonably satisfactory in form and substance to the Seller and its counsel and the Seller received copies of all such documents and other evidences as it or its counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

ARTICLE VII

[Reserved]

ARTICLE VIii
SURVIVAL; INDEMNITY

Section 8.1. Survival. Notwithstanding any right of any party hereto fully to investigate the affairs of any other Party, and notwithstanding any knowledge of facts determined or determinable pursuant to such investigation or right of investigation, each Party hereto shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other Parties contained in this Agreement and the Schedules, if any, furnished by any other Party pursuant to this Agreement, or in any certificate delivered at the Closing by any other Party. The respective representations, warranties, covenants and agreements of the Seller and the Purchaser contained in this Agreement shall survive the Closing for a period of one (1) year.

Section 8.2 Limitation on Seller Liability. Seller’s liability for any breach of this Agreement shall be limited to the recoupment by the Purchaser of the Series B Preferred Shares issued by Purchaser to Seller in connection with this transaction.

Section 8.3 NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, OR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL ANY OF THE TERMS OF THIS AGREEMENT BENEFIT OR CREATE ANY RIGHT OR CAUSE OF ACTION IN OR ON BEHALF OF ANY PERSON OR ENTITY OTHER THAN THE PARTIES HERETO REGARDLESS OF THE FORM OF THE ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO ANY AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.

ARTICLE IX
RESTRICTIVE COVENANTS

Section 9.1. Exclusivity. Seller agrees that it will not conduct discussions or negotiations or commit to a transaction with respect to the Included Assets with any Person or party other than Purchaser commencing at the date of execution of this Agreement until the earlier to occur of the termination of this Agreement or the Closing. Notwithstanding the foregoing, nothing contained herein shall prevent Seller from conducting discussions, negotiations or consummating a transaction with respect to assets other than the Included Assets with any Person or party other than the Purchaser.

Section 9.2. Confidential Information. Confidential Information shall mean confidential or proprietary information about the Seller and/or its customers, including but not limited to, trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Seller and its customers, customer contacts, marketing and/or creative policies and ideas, advertising campaigns, public relations campaigns, promotional campaigns, media campaigns, budgets, practices, concepts, strategies, methods of operation, financial or business projections of the Seller and information about or received from customers and other companies with which the Seller does business which is specifically designated by the Seller to be confidential. The foregoing shall be collectively referred to as “Confidential Information”. Information not so designated by the Seller shall be assumed to be in the public domain and not otherwise protected by this Agreement. The Purchaser is aware that the Confidential Information is not readily available to the public and accordingly, the Purchaser agrees that it will not at any time, disclose to anyone (other than its counsel in the course of a dispute arising from the alleged disclosure of Confidential Information or as required by law) any Confidential Information, or utilize such Confidential Information for its own benefit, or for the benefit of third parties. The term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than by breach of this provision or (ii) the Purchaser learns from a third party who is not under an obligation of confidence to the Seller or a customer of the Seller. In the event that the Purchaser becomes legally required to disclose any Confidential Information, it will provide the Seller with prompt notice thereof so that the Seller may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 9.2 to permit a particular disclosure. In the event that such protective order or other remedy is not obtained, or that the Seller waives compliance with the provisions of this Section 9.2 to permit a particular disclosure, the Purchaser will furnish only that portion of the Confidential Information which it is legally required to disclose and, at the Seller expense, will cooperate with the efforts of the Seller to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Likewise, Seller will treat all Confidential Information of the Purchaser in a like manner.

Section 9.3. Breach of Provisions of Sections 9.1 and/or 9.2. If either Party commits a breach or is about to commit a breach, of any of the provisions of Sections 9.1 or 9.2, the other Party shall have the right to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the non-breaching Party and that money damages will not provide an adequate remedy to the non-breaching Party. In addition, the non-breaching Party may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach.

Section 9.4. Severability. Each of the covenants and agreements contained in this Article IX (collectively, the “Restricted Covenants”) is separate, distinct and severable. All rights, remedies and benefits expressly provided for in this Agreement are cumulative and are not exclusive of any rights, remedies or benefits provided for by law or in this Agreement, and the exercise of any remedy by a Party hereto shall not be deemed an election to the exclusion of any other remedy (any such claim by the other Party being hereby waived). The existence of any claim, demand, action or cause of action of the non-breaching Party against a breaching Party, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the non-breaching Party of any Protective Covenant. The unenforceability of any Protective Covenant shall not affect the validity or enforceability of any other Protective Covenant or any other provision or provisions of this Agreement.

ARTICLE X
MISCELLANEOUS

Section 10.1. Expenses. The Parties hereto shall pay all of their own expenses relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of their respective counsel and financial advisers.

Section 10.2. Governing Law. The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Texas with venue being acknowledged to be in Harris county without reference to its conflict of laws provisions.

Section 10.3. “Person” Defined. “Person” shall mean and include an individual, a company, a joint venture, a corporation (including any non-profit corporation), an estate, an association, a trust, a general or limited partnership, a limited liability company, a limited liability partnership, an unincorporated organization and a government or other department or agency thereof.

Section 10.4. “Knowledge” Defined. Where any representation and warranty contained in this Agreement is expressly qualified by reference to the actual knowledge of the Seller, such term shall be limited to matters within the actual knowledge of the Seller.

Section 10.5. “Affiliate” Defined. As used in this Agreement, an “affiliate” of any Person, shall mean any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such Person.

Section 10.6. Captions. The Article and Section captions used herein are for reference purposes only, and shall not in any way affect the meaning or interpretation of this Agreement.

Section 10.7. Notices. Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any Party to any other Party shall be in writing and shall be deemed to have been given (a) upon personal delivery, if delivered by hand, (b) three days after the date of deposit in the mails, postage prepaid, if mailed by certified or registered mail, or (c) the next business day if sent by facsimile transmission (if receipt is electronically confirmed) or by a prepaid overnight courier service, and in each case at the respective addresses or numbers set forth below or such other address or number as such party may have fixed by notice:

If to the Seller, addressed to:

Numa Luling, LLC

c/o W. Jeff Black

Brothers Wealth Management, LLC

815-A Brazos Street #228

Austin, TX 78701

E-mail: ***@***

F: 512 ###-###-####

If to the Purchaser, addressed to:

Rio Bravo Oil,

5858 Westheimer, Ste. 699

Houston, Texas 77057

Attn: Carlos E. Buchanan II

Fax: 713 ###-###-####

with copies to:

Robert Diener, Esq.

56 Laenani Street

Haiku, HI 96708

Fax: (310) 362-8887

E-mail: ***@***

Harry P. Gamble IV, Esq

5858 Westheimer, Ste. 688

Houston, Texas 77057

Fax: 713 ###-###-####

E-Mail: ***@***

Section 10.8. Parties in Interest. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 10.9. Severability. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted.

Section 10.10. Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

Section 10.11. Entire Agreement. This Agreement, including the other documents referred to herein and the Schedules hereto which form a part hereof, contains the entire understanding of the parties hereto with respect to the subject matter contained herein and therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 10.12. Amendments. This Agreement may not be amended, supplemented or modified orally, but only by an agreement in writing signed by the Purchaser and the Seller.

Section 10.13. Third Party Beneficiaries. Each party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person other than the parties hereto and their respective permitted successors and assigns.

Section 10.14. Gender and Person. Wherever the context so requires, the masculine pronoun shall include the feminine and the neuter, the neuter pronoun shall include the feminine and the masculine, and the singular shall include the plural and the plural shall include the singular.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

	PURCHASER

	RIO BRAVO OIL, INC.

	By:	/s/ Carlos E. Buchanan II
		Name: Carlos E. Buchanan II
		Title: CFO

	SELLER

	NUMA LULING, LLC

	By:	/s/ Daryl Brown
		Name: Daryl Brown
		Title: Manager