ex10-3.htm


Exhibit 10.3


 



MEMORANDUM OF AGREEMENT


 


Dated: November 4th, 2015


 


Blue Sky NM, Inc., a corporation formed under the laws of New Mexico, herein called the “Sellers”, have agreed to sell, and Rockdale Resources Corporation, a corporation formed under the laws of Colorado hereinafter called the “Buyers”, have agreed to buy the Note and ALL Sellers rights under the Orbit Petroleum Bankruptcy Trustee Note (“OPBTN”), on the following terms and conditions:


 


Definitions


 


“Parties” means the Sellers and the Buyers.


 


“Purchase Price” means the price for the Note as stated in Clause 1 (Purchase Price).


 



	
1.  

	
Purchase Price







 


The Purchase Price is Six Million (6,000,000) unregistered shares of Rockdale Resources Corporation, currently trading on the OTCQB under the symbol BBLS.


 



	
2.  

	
Payment







 



	
I.  

	
The Buyers shall issue, or cause to be issued, to the Sellers Six Million (6,000,000) Shares of Rockdale Resources Corporation on the OTCQB under the symbol BBLS.







 



	
3.  

	
Closing







 



The Closing shall take place on or before November 4th, 2015.




 



	
4.  

	
Included Assets







 


Orbit Petroleum Bankruptcy Trustee Note (“OPBTN”)


 



	
5.  

	
Representations and Warranties







 


The Seller is selling OPBTN in "AS IS" CONDITION AND WILL NOT MAKE ANY WARRANTIES OR REPRESENTATIONS.


 


The sale of the OPBTN is outright and definite.


 


The Buyer have conducted the necessary due diligence and have made the necessary inspections.


 



	
6.  

	
Documentation







 


The place of closing: The offices of the Buyers in Houston, Texas.


 


(a) In exchange for Purchase Price the Sellers shall provide the Buyers with the following Closing documents:


 




  





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(i)

	
Assignment of the OPBTN







 



	
(ii)

	
Evidence that all necessary corporate, shareholder and other action has been taken to authorize the execution and performance of this Agreement.







 


(b) At the time of Closing, the Buyers shall provide the Sellers with the following Closing documents:


 



	
(i)

	
Assignment and/or issuance of 6,000,000 unrestricted, unregistered BBLS shares which shall be evidenced by properly executed instructions to the Transfer Agent to issue the shares directly to the Seller.







 



	
(ii)

	
Evidence that all necessary corporate, shareholder and other action has been taken to authorize the execution and performance of this Agreement.







 



	
7.  

	
Taxes, fees and expenses







 


Each party shall bear its own expenses incurred in completion of this transaction.


 



	
8.  

	
Law and Arbitration







 


This Agreement shall be governed by and construed in accordance with law of the State of Texas.


 


Any disputes arising out of or in connection with this Agreement shall be referred to an Arbitrator.


 



	
9.  

	
Notices







 


All notices to be provided under this Agreement shall be in writing.


 


Contact details for recipients of notices are as follows:


 



For the Buyers:            Rockdale Resources Corporation




710 N. Post Oak Rd., Suite 512


Houston, TX 78024


Attention: Leo Womack


Email: l.womack@rockdaleresources.com








For the Sellers:             Blue Sky NM, Inc.




320 Gold Avenue SW, Suite 1000


Albuquerque, NM 87102


Attention: Mo Fazil


Email: mofazil@gmail.com


 




  





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10.  

	
Entire Agreement







 


The written terms of this Agreement compromise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the WI and supersede all previous agreements whether oral or written between the Parties in relation thereto.


 


Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.


 


Any terms implied into this Agreement by any applicable statute or law, are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.


 







 







 


[Signature Page to Follow]


 


 


 


 




  





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For and on Behalf of the Sellers


 


	
Blue Sky NM, Inc.


 


         


By:  __________________________


Name:


Title:









 


 




	
For and on Behalf of the Buyers


 


	
Rockdale Resources Corporation


 


        


By: __________________________


Name: Leo Womack


Title: Chairman














  





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Exhibit A


 


Secured Promissory Note


 







 







 







 







 







 




  





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Exhibit B


 


Financial Assurance & Bonds - NMED


 


 


 


 


 




 


 


 


 


 




  





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