uapcex103.htm













Exhibit 10.3












































PURCHASE, SALE and PARTICIPATION AGREEMENT

















BETWEEN







Gabriel Rosser, LP, as Seller







And







United American Petroleum Corp., as Buyer












Effective Date: January 28, 2011


































 









  





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INDEX TO PURCHASE, SALE and PARTICIPATION AGREEMENT












 



	 	 ARTICLE I:      	 	Purchase and Sale............................................................................................................. 	1	 	 
	 	 	 	 	 	 	 	 	 
	 	 	1.01	 	 	Purchase and Sale.......................................................................................	1	 	 
	 	 	1.02	 	 	Interests.......................................................................................................	1	 	 
	 	 	1.03	 	 	Effective Date.............................................................................................	1	 	 
	 	 	 	 	 	 	 	 	 
	 	ARTICLE II: 	 	Representation and Warranties.........................................................................................	2	 	 
	 	 	 	 	 	 	 	 	 
	 	 	2.01	 	 	Representation and Warranties of Seller.................................................	2	 	 
	 	 	2.01	 	 	Representation and Warranties of Buyer.................................................	4	 	 
	 	 	 	 	 	 	 	 	 
	 	ARTICLE III:	 	Covenants............................................................................................................................	5	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.01	 	 	Covenants of Seller....................................................................................	5	 	 
	 	 	3.02 	 	 	Covenants of Buyer....................................................................................	6	 	 
	 	 	 	 	 	 	 	 	 
	 	ARTICLE IV:	 	Conditions to Closing........................................................................................................	7	 	 
	 	 	 	 	 	 	 	 	 
	 	 	4.01	 	 	Conditions to Obligations of Seller..........................................................	7	 	 
	 	 	4.02	 	 	Conditions to Obligations of Buyer..........................................................	7	 	 
	 	 	4.03	 	 	Conditions to Obligations of Both Parties...............................................	7	 	 
	 	 	 	 	 	 	 	 	 
	 	ARTICLE V:	 	Closing................................................................................................................................	8	 	 
	 	 	 	 	 	 	 	 	 
	 	 	5.01	 	 	Date of Closing...........................................................................................	8	 	 
	 	 	5.02	 	 	Place of Closing.........................................................................................	8	 	 
	 	 	5.03	 	 	Closing Obligations....................................................................................	8 	 	 
	 	 	 	 	 	 	 	 	 
	 	ARTICLE VI:	 	Obligations after Closing..................................................................................................	9	 	 
	 	 	 	 	 	 	 	 	 
	 	 	6.01	 	 	Sales Tax and Recording Fees...................................................................	9	 	 
	 	 	6.02	 	 	Indemnification...........................................................................................	9	 	 
	 	 	6.03	 	 	Proceeds of Production.............................................................................	9	 	 
	 	 	6.04	 	 	Further Assurances.....................................................................................	9	 	 
	 	 	6.05	 	 	Survival........................................................................................................	9	 	 
	 	 	 	 	 	 	 	 	 
	 	ARTICLE VII:	 	Termination.........................................................................................................................	9	 	 
	 	 	 	 	 	 	 	 	 
	 	 	7.01	 	 	Termination.................................................................................................	9	 	 
	 	 	7.02	 	 	Return of Information................................................................................	10	 	 
	 	 	7.03	 	 	Liabilities upon Termination.....................................................................	10	 	 





 




 




  





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	 	ARTICLE VIII:	 	Miscellaneous.......................................................................................................................	10
	 	 	 	 	 	 	 
	 	 	8.01	 	 	Expenses........................................................................................................	10
	 	 	8.02	 	 	Notices..........................................................................................................	10
	 	 	8.03	 	 	Amendment...................................................................................................	11
	 	 	8.04	 	 	Assignment....................................................................................................	11
	 	 	8.05	 	 	Announcements.............................................................................................	11
	 	 	8.06	 	 	Generality of Provisions..............................................................................	11
	 	 	8.07	 	 	Headings........................................................................................................	11
	 	 	8.08	 	 	Counterparts..................................................................................................	11
	 	 	8.09	 	 	References....................................................................................................	11
	 	 	8.10	 	 	Governing Law..............................................................................................	11
	 	 	8.11	 	 	Entire Agreement..........................................................................................	12
	 	 	8.12	 	 	Parties in Interest..........................................................................................	12
	 	 	 	 	 	 	 
	 	EXHIBIT "A"  	 	Interests, Leases, and Lands	 
	 	EXHIBIT "B"  	 	Form of Assignment and Conveyance	 
	 	EXHIBIT "C"  	 	Master Assignment of Limited Partners	 





 



























































 




  





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PURCHASE, SALE and PARTICIPATION AGREEMENT


















 



	Seller:	Gabriel Rosser, LP
	 	121 Interpark Blvd 
	 	Ste 217
	 	San Antonio, Texas 78216
	 	 
	Buyer:	United American Petroleum Corp.
	 	3101 Bee Caves Rd
	 	Ste 301
	 	Austin, Texas 78746
	 	 







 









For the consideration, mutual promises, agreements and benefits to be derived by Seller and Buyer named above, the receipt and sufficiency of which are acknowledged, Buyer and Seller have entered into this Purchase, Sale and Participation Agreement (the "Agreement") and hereby agree as follows:







ARTICLE I


PURCHASE PRICE AND SALE







1.01           Purchase and Sale.  Gabriel Rosser, LP (“Seller”) agrees to sell and convey to United American Petroleum Corp. (“Buyer”) and Buyer agrees to purchase from and pay to Seller, the sum of $10.00 and other valuable consideration, for the Interests described in Exhibit “A” attached to this Agreement subject to the terms and conditions of this Agreement.







1.02           Interests.  All of the following shall be referred to as the "Interests":







(a)  The undivided interests described in Exhibit "A"; and







(b)  A like undivided interest in and to all of the personal property, fixtures, and improvements now, or as of the Effective Date as defined in §1.03, on the lands, or used or obtained in connection with the lands and leases or with the production, treatment, sale or disposal of all produced or attributable hydrocarbons or water and all other appurtenances.







1.03           Effective Date.  The purchase and sale of the Interests shall be effective for all purposes as of January 28, 2011 (the "Effective Date").  The Effective Date is determined for each locality described in Exhibit "A" in accordance with the time generally observed in said locality.
















  





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ARTICLE II


REPRESENTATIONS AND WARRANTIES







2.01           Representations and Warranties of Seller.  Seller makes the following representa­tions and warranties to Buyer:







(a)           Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas, and is duly qualified to carry on its business in each of the states in which the lands and leases are located;







(b)           Seller has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement, and to perform its obligations under this Agreement, and the consummation of the transactions contemplated by this Agreement will not violate or be in conflict with any provision of Seller's charter, bylaws or governing documents, or any contracts, agreements, or instruments to which Seller is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to Seller;







(c)           The execution, delivery, and performance of this Agreement and the transactions contemplated by this Agreement have been duly and validly authorized by all requisite action, corporate and otherwise, on the part of Seller.  Patriot Minerals, LLC, the Managing General Partner of the Seller, is authorized to act on behalf of the Seller.  The Seller will contribute $__________ as its portion of equity to conclude the operations more specifically listed below in Section 2.02 (b);







(d)           This Agreement has been duly executed and delivered on behalf of Seller, and at Closing, all documents and instruments required by this Agreement, to be executed and delivered by Seller, shall have been duly executed and delivered.  This Agreement does, and the documents and instruments shall, constitute legal and valid obligations of Seller;







(e)           Except as specifically identified in Exhibit "A," Seller has record legal title to the Interests, free and clear of all liens, encumbrances, burdens, claims and defects of title of any kind, and Seller has provided Buyer with complete and accurate information relating to the Interests;







(f)           The leases are in full force and effect, are valid and subsisting and cover the entire estates they purport to cover;







(g)           Seller is not in default under any contract or agreement pertaining to the Interests, except as specifically identified in Exhibit "A";







(h)           The Seller, as non-operator, has been informed by JMR Resources, the operator of the leases, that all royalties, rentals and other payments due under the leases have been properly and timely paid, and all conditions necessary to keep the leases in full force and effect have been performed;


 


(i)           Seller is not obligated, by virtue of a prepayment arrangement, a "take or pay" arrangement, a production payment, or any other arrangement or agreement, to deliver hydrocarbons produced from the Interests at some future time without then or thereafter receiving full payment;







(j)           Except as specifically identified in Exhibit "A," no hydrocarbons produced from the Interests are subject to a sales contract or other agreement relating to the production, gathering, transporting, processing, treating or marketing of hydrocarbons, and no person has any call upon, option to purchase, or similar rights with respect to the Interests or to the production from the Interests;







(k)           The Seller, as non-operator, has been informed by JMR Resources, the operator of the leases, that all ad valorem, property, production, severance, excise, and similar taxes and assessments based on or measured by the ownership of property, the production of hydrocarbons, or the receipt of proceeds from the Interests that have become due and payable have been properly and timely paid;







(l)           Seller has incurred no liability, contingent or otherwise, for brokers' or finders' fees relating to the transactions contemplated by this Agreement for which Buyer shall have any responsibility;







(m)           No suit, action, or other proceeding is pending or threatened before any court or governmental agency and no cause of action exists that relates to the Interests or that might result in impairment or loss of Seller's title to any portion of the Interests, the value of the Interests, or that might hinder or impede the operation or enjoyment of the leases;







(n)           The Interests entitle Seller to receive not less than the undivided interests set out on Exhibit "A" as "Net Revenue Interests" of all indicated hydrocarbons produced, saved, and marketed from or attributable to the lands and all wells located on or attributable to the lands through the plugging, abandonment and salvage of such wells.  Seller's obligation to bear costs and expenses relating to the development of and operations on the leases, lands, and wells is not, and through the plugging, abandonment and salvage of such wells, shall not be, responsible for such activities as "Operating Interests" set out on Exhibit "A";


 


(o)           Seller is currently receiving from all purchasers of production from the Interests at least the "Net Revenue Interests" set out on Exhibit "A" without suspense or any indemnity other than standard division order provisions.  Seller is currently paying the operators of the Interests for the development and operation of the Interests no more than the "Operating Interests" set out on Exhibit "A";









  





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(p)           Seller has and is complying with all laws, rules, regulations, ordinances and orders of all local, tribal, state, and federal governmental bodies, authorities and agencies having jurisdiction over the Interests;







(q)           The Seller, as non-operator, has been informed by JMR Resources, the operator of the leases, that all necessary plans for development, applications, inspection reports, certificates, and other instruments pertaining to environmental matters have been filed with the appropriate local, tribal, state, and federal governmental bodies, authorities and agencies and that all permits necessary for the legal operation of the Interests in full compliance with all environmental laws, rules, regulations, ordinances and orders have been obtained.  All applications, reports, certificates, and other instruments filed with or furnished to any local, tribal, state, or federal governmental body, authority or agency do not contain any untrue statement of material fact, or omit any statement of material fact necessary to make the statements made, not misleading; and







(r)           Seller has provided Buyer with complete and accurate information relating to the Interests, including without limitation, production history and characteristics, operating and net revenue interests.







2.02           Representations and Warranties of Buyer.  Buyer makes the following representa­tions and warranties to Seller:







(a)           Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and is duly qualified to carry on its business in each of the states in which the lands and leases are located;







(b)           Buyer has all requisite power and authority to carry on its business as presently conducted to enter into this Agreement, to purchase the Interests on the terms described in this Agreement and to perform its other obligations provided for in this Agreement, including but not limited to, the following obligations:








	
  

	
(1)

	
working with Mr. Jamie Teahan, individually, to ratify by a vote of the Partners of Seller, to install Buyer, or an affiliate of Buyer, as new Managing General Partner of Seller;













	
  

	
(2)

	
fulfilling all of the obligations of Patriot Minerals, LLC to the Seller as outlined in the Confidential Private Placement Memorandum by which Patriot Minerals, LLC sold interests in Seller to the Partners.  The following objectives are to be performed using the capital contribution of United American Petroleum Corp., or its affiliates, and funds supplied by the Seller: (a) attempt to restore to production the Gabriel #’s 4 & 15 and the Rosser #’s 1S, 2, & 4; (b) transition the Gabriel #3 and, if necessary, the Rosser #1, into water injection wells; (c) plug the Gabriel #5; and (d) drill two (2) new test wells deep enough to test the Serpentine formation and if deemed commercially viable, complete and equip said wells for production;













	
  

	
(3)

	
recognizing and applying the 34.17% working interest (26.2975% revenue interest) of Seller in the development, completion, and operation of all assets listed above in line item 2 of section 2.02 (b) as per the Gabriel Rosser, LP Confidential Private Placement Memorandum; and













	
  

	
(4)

	
once ratified as the replacement Managing General Partner of the Seller, Buyer, or one of its affiliates, acting as Operator of the leases for the Seller with responsibilities to include, but not necessarily be limited to, adhering to federal and state regulatory guidelines, supervision, accounting maintenance, K1 filings, management, communication, updates and or newsletters, and delivery of joint interest billing statements to include any net revenue distributions to referenced interests to the partners of the Seller;












(c)           The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with, any provision of Buyer's charter, bylaws or governing documents, or any agreement or instrument to which Buyer is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to Buyer;







(d)           The execution, delivery, and performance of this Agreement and the transactions contemplated by this Agreement have been duly and validly authorized by all requisite action, corporate and otherwise, on the part of Buyer;







(e)           This Agreement has been duly executed and delivered on behalf of Buyer, and at Closing, all documents and instruments required by this Agreement to be executed and delivered by Buyer shall have been duly executed and delivered.  This Agreement does, and the documents and instruments shall, constitute legal and valid obligations of Buyer; and







(f)           Buyer has incurred no liability, contingent or otherwise, for brokers' or finders' fees relating to the transactions contemplated by this Agreement for which Seller shall have any responsibility.







ARTICLE III


COVENANTS







3.01           Covenants of Seller.  Seller covenants and agrees with Buyer as follows:







(a)           Within ten (10) business days after the date of this Agreement, Seller, at the expense of Seller, shall make available to Buyer all information pertaining to referenced Interests that has not been provided heretofore. All of this information shall also be open to inspection and photocopying by Buyer at Seller's offices any reasonable time during the term of this Agreement;









  





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(b)           Prior to Closing, Seller shall carry on its business with respect to the Interests in substantially the same manner as Seller has prior to the date of this Agreement and shall not introduce any new method of management, operation or accounting with respect to the Interests;


 


(c)           Prior to Closing, without the prior written consent of Buyer, Seller shall not enter into any new agreements or commitments with respect to the Interests which extend beyond Closing, shall not make any expenditures on any Interests, shall not abandon any well located on the Interests nor release or abandon all or any portion of any of the leases, shall not modify or terminate any of the agreements relating to the Interests, and shall not encumber, sell or otherwise dispose of any of the Interests other than personal property that is replaced by equivalent property or consumed in the normal operation of the Interests;







(d)           Seller shall use its best reasonable efforts to have Buyer, or an affiliate of Buyer, to be duly designated Operator of all designated wells in “Exhibit A” included in the Interests which Seller currently operates, and will allow Buyer to take over operations of those wells as soon as possible after Closing;







(e)           Seller shall use its best efforts to take or cause to be taken all such actions as may be necessary or advisable to consummate and make effective the sale of the Interests and the transactions contemplated by this Agreement and to assure that, as of the Closing Date, Seller will not be under any material corporate, legal or contractual restriction that would prohibit or delay the timely consummation of such transactions;







(f)           Seller shall cause all of its representations and warranties contained in this Agreement to be true and correct on and as of the Closing Date, and to the extent the conditions precedent to the obligations of Buyer are within the control of Seller, Seller shall cause such conditions to be satisfied on or prior to the Closing Date and, to the extent the conditions precedent to the obligations of Buyer are not within the control of Seller, Seller shall use its best efforts to cause such conditions to be satisfied on or prior to the Closing Date; and







(g)           Seller shall promptly notify Buyer if any representation or warranty of Seller contained in this Agreement is discovered to be or becomes untrue, or if Seller fails to perform or comply with any covenant or agreement contained in this Agreement or it is reasonably anticipated that Seller will be unable to perform or comply with any covenant or agreement contained in this Agreement.







3.02           Covenants of Buyer. Buyer covenants and agrees with Seller as follows:







(a)           Buyer shall use diligent efforts to take or cause to be taken all such actions as may be necessary or advisable to consummate and make effective the purchase of the Interests and the transactions contemplated by this Agreement and to assure that as of the Closing Date Buyer will not be under any material corporate, legal or contractual restriction that would prohibit or delay the timely consummation of such transactions;







(b)           Buyer shall cause all of its representations and warranties contained in this Agreement to be true and correct on and as of the Closing Date, and to the extent the conditions precedent to the obligations of Seller are within the control of Buyer, Buyer shall cause such conditions to be satisfied on or prior to the Closing Date and, to the extent the conditions precedent to the obligations of Seller are not within the control of Buyer, Buyer shall use diligent effort to cause such conditions to be satisfied on or prior to the Closing Date;







(c)           Buyer shall promptly notify Seller if any representation or warranty of Buyer contained in this Agreement is discovered to be or becomes untrue, or if Buyer fails to perform or comply with any covenant or agreement contained in this Agreement or it is reasonably anticipated that Buyer will be unable to perform or comply with any covenant or agreement contained in this Agreement; and







(d)           Buyer shall use its best efforts in safeguarding and maintaining in a secure manner all engineering, geological and geophysical data, reports and maps, and all other confidential data provided by Seller, in the possession of Buyer, relating to the Interests.







ARTICLE IV


CONDITIONS TO CLOSING







4.01           Conditions to Obligations of Seller.  The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfac­tion, or waiver by Seller, of the following condition:







(a)           All representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of Closing as if such representations and warranties were made at and as the Closing, and Buyer shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Buyer at or prior to Closing.







4.02           Conditions to Obligations of Buyer.  The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction, or waiver, by Buyer, of the following conditions:







(a)           All representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of Closing as if such representations and warranties were made at and as of Closing, and Seller shall have performed and satisfied all agreements required by this Agreement to be performed and satisfied by Seller at or prior to Closing;









  





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(b)           Seller shall have obtained all needed or necessary consents to this transaction; and







(c)           There shall not have been any material adverse change in the Interests, or the value of the Interests, in the sole determination of Buyer.







4.03           Conditions to Obligations of Both Parties.  The obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction, or waiver, by both parties, of the following conditions:







(a)           There shall not be pending or instituted, threatened or proposed, any action or proceeding by or before any court, administrative agency, or any other person challenging, complaining of, or seeking to collect damages or other relief in connection with the transactions contemplated by this Agreement; and







(b)           No state or federal statute, rule, regulation or action shall exist or shall have been adopted or taken and no judicial or administrative decision shall have been entered, whether on a preliminary or final basis, that would prohibit, restrict, or delay the consummation of the transactions contemplated by this Agreement, or make the payments due by the terms of this Agreement to be illegal.







ARTICLE V


CLOSING







5.01           Date of Closing.                                           Subject to the conditions stated in this Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing Date") shall be held on January 28, 2011, or such other date as the Buyer and Seller agree to in writing.  This date, as amended if amended, shall be referred to as the "Closing Date."







5.02           Place of Closing.                                         The Closing shall be held at the offices of Seller, or at such other place as Buyer and Seller may agree upon in writing.







5.03           Closing Obligations.                                     At the Closing the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:







(a)           Seller shall execute, acknowledge and deliver (in sufficient counterparts to facilitate recording) the assignment, bill of sale and conveyance in the form attached as Exhibit "B" conveying the Interests to Buyer.  As appropriate, Seller shall also execute, acknowledge and deliver separate assignments of the Interests on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements;







(b)           Buyer shall deliver to Seller or to Seller's account a certified or bank cashier's check or direct bank wire transfer for the Preliminary Amount;







(c)           Seller shall deliver to Buyer exclusive possession of the Interests;







(d)           Seller and Buyer shall execute, acknowledge, and deliver division or transfer orders or letters in lieu of division and transfer orders directing all purchasers of production to make payment of proceeds attributable to production from the Interests, after the Effective Date, to Buyer; and







(e)           Seller shall deliver to Buyer all files and records relating to the Interests, including, without limitation, all information and material referred to in §4.01(a) if not previously delivered to Buyer.







ARTICLE VI


OBLIGATIONS AFTER CLOSING







6.01           Sales Taxes and Recording Fees.  Buyer shall pay all sales taxes occasioned by the sale of the Interests.  Buyer shall pay all documentary, filing, and recording fees required in connection with the filing and recording of the assignments described in Exhibit “A”







6.02           Indemnification. After the Closing, Buyer and Seller shall indemnify each other as follows:







(a)           Buyer shall defend, indemnify, save, and hold Seller harmless against all claims, costs, expenses, and liabilities with respect to the Interests, which accrue or relate to times after the Effective Date, excluding those incurred by Seller with respect to the sale of the Interests to Buyer or the negotiations leading to such sale and excluding those that result from or are attributable to the negligence or willful misconduct of Seller, its employees or agents with respect to the operation and maintenance of the Interests, and excluding those that result from or are attributable to any representation of Seller contained in this Agreement being untrue or a breach of any warranty or covenant of Seller contained in this Agreement; and









  





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(b)           Seller shall defend, indemnify, save, and hold Buyer harmless against all claims, costs, expenses, and liabilities with respect to the Interests, which accrue or relate to times prior to the Effective Date, excluding those incurred by Buyer with respect to the purchase of the Interests by Buyer or the negotiations leading to such purchase, and excluding those that result from or are attributable to any representation of Buyer contained in this Agreement being untrue or a breach of any warranty or covenant of Buyer contained in this Agreement.







6.03           Proceeds of Production.  Buyer shall be entitled to receive all proceeds of production, attributable to the Interests after the Effective Date.  Seller shall be entitled to receive all proceeds of production attributable to the Interests prior the Effective Date.







6.04           Further Assurances.  Seller and Buyer shall execute, acknowledge, and deliver or cause to be executed, acknowledged, and delivered such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any exhibit, document, certificate, or other instrument delivered pursuant to this Agreement.







6.05           Survival.                      The representations, warranties, covenants, agreements and indemnities provided in this Agreement shall survive Closing and the close of this transaction and shall remain in full force and effect and binding on Seller and Buyer for a period of one (1) year following the Closing Date.







ARTICLE VII


TERMINATION







7.01           Termination.  This Agreement and the transactions contemplated by this Agreement may be terminated in the following instances:







(a)           By either Buyer or Seller if any condition set forth in §6.03 above shall not be satisfied at the Closing.







(b)           By Buyer if any condition set forth in §6.02 above shall not be satisfied on or before January 28, 2099.







(c)           By Seller if any condition set forth in §6.01 above shall not be satisfied on or before January 28, 2099.







(d)           By the mutual written agreement of Buyer and Seller.







This Agreement shall terminate without any further action by Seller or Buyer if the Closing has not occurred on or before February 15, 2011.







7.02           Return of Information.  If this Agreement is terminated, Buyer shall return to Seller all information and material delivered to Buyer by Seller pursuant to the terms of this Agreement.







7.03           Liabilities Upon Termination. If this Agreement is terminated for any reason or is breached by Buyer or Seller or both, nothing contained in this Agreement shall be construed to limit Seller's or Buyer's legal or equitable remedies including, without limitation, damages for the breach or failure of any representation, warranty, covenant or agreement contained in this Agreement and the right to enforce specific performance of this Agreement.







ARTICLE VIII


MISCELLANEOUS







8.01           Expenses.                      Except as otherwise specifically provided in this Agreement, all fees, costs, and expenses incurred by Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the party incurring the same, including with limitation, legal and accounting fees, costs and expenses.







8.02           Notices.                      All notices and communications required or permitted under this Agreement shall be in writing and shall be effective when delivered addressed as follows:




                                                                                                                                                                                                                                                                                                                                                                                                                           




 



	If to Seller: 	Gabriel Rosser, LP  	If to Buyer:	United American Petroleum Corp.
	 	121 Interpark Blvd	 	3101 Bee Caves Rd, Ste 301
	 	San Antonio, TX 78216	 	Austin, TX. 78746
	 	Attention: Jamie Teahan, President	 	Attention: Mike Carey, President
	 	of Patriot Minerals, LLC, Managing	 	 
	 	General Partner	 	 





 




  





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Either party may, by written notice delivered to the other, change the address to which delivery shall thereafter be made.







8.03           Amendment.  This Agreement may not be altered or amended, nor any rights provided for in this Agreement waived, except by an instrument in writing executed by the party or parties to be charged with such amendment or waiver.  No waiver of any term, provision, or condition of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, provision, or condition or as a waiver of any other term, provision, or condition of this Agreement.







8.04           Assignment.   Seller and Buyer may not assign any portion of their rights or delegate any portion of its duties or obligations under this Agreement without the prior written consent of the other.







8.05           Announcements.  Seller and Buyer shall consult with each other with regard to all press releases and other announcements concerning this Agreement or the transaction contemplated by this Agreement and, except as may be required by applicable laws or regulations of any governmental agency, Buyer and Seller shall not issue any press release or any other announcement without the prior written consent of the other.







8.06           Generality of Provisions.  The specificity of any representation, warranty, covenant, agreement, or indemnity included in or provided in this Agreement, or in any exhibit, document, certificate, or other instrument delivered pursuant to this Agreement, shall in no way limit the generality of any other representation, warranty, covenant, agreement, or indemnity included or provided in this Agreement, or in any exhibit, document, certificate or other instrument delivered pursuant to the terms of this Agreement.







8.07           Headings.  The headings of the articles and sections of this Agreement are for guidance, convenience and reference only and shall not limit or otherwise affect any of the terms or provisions of this Agreement.







8.08           Counterparts.  This Agreement may be executed by Buyer and Seller in any number of counterparts, each of which shall be deemed an original instrument, but all together shall constitute but one and the same instrument.  This Agreement shall become operative when each party has executed at least one counterpart of this Agreement.







8.09           References.  References made in this Agreement, including use of a pronoun, shall be deemed to include, where applicable, masculine, feminine, singular or plural, individuals, partnerships, or corporations.  As used in this Agreement, "person" shall mean any natural person, corporation, partnership, trust, estate, or other entity.  As used in this Agreement, "affiliate" of a person shall mean any partnership, joint venture, corporation, or other entity in which such person has an interest or which controls, is controlled by or is under common control with such person.







8.10           Governing Law.  This Agreement and the transactions contemplated by this Agreement shall be construed in accordance with, and governed by, the laws of the State of Texas.


 


8.11           Entire Agreement.  This Agreement (including all exhibits) constitutes the entire understanding between Buyer and Seller with respect to the subject matter of this Agreement, and supersedes all negotiations, prior discussions, prior agreements, and understandings relating to such subject matter.  No material representation, warranty, covenant, agreement, promise, inducement or statement, whether oral or written, has been made by Seller or Buyer and relied upon by other that is not set forth in this Agreement or in the instruments referred to in this Agreement, and Seller and/or Buyer shall not be bound by or liable for any alleged representation, warranty, covenant, agreement, promise, inducement, or statement not set forth in this Agreement.








8.12           Parties in Interest.  This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and, except as otherwise prohibited, their respective successors and assigns, and nothing contained in this Agreement, express or implied, is intended to confer upon any other person or entity any benefits, rights or remedies.







This Purchase, Sale, and Participation Agreement is signed by Seller and Buyer as of the date of their signatures below, but is deemed effective for all purposes as of the Effective Date provided in §1.03.









 



	
Date: January 28, 2011

	Seller:	
Patriot Minerals, LLC

	  
	  	 	  	  	  
	ATTEST:	 	
By:

	
/s/ Jamie Teahan

	  
	  	 	  	
Jamie Teahan


President

	  





 





 



	
Date: January 28, 2011

	 	
United American Petroleum Corp.

	  
	  	 	  	  	  
	 	 	
By:

	
/s/ Michael Carey

	  
	ATTEST:	 	  	
Michael Carey


President

	  


















  





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EXHIBIT "A"


INTERESTS, LEASES AND LANDS












50.83% Working Interest and 39.1391% Net Revenue Interest


Gabriel Rosser Leases, Bastrop County, TX


 




 






  





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EXHIBIT "B"


FORM OF ASSIGNMENT/CONVEYANCE
















  





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EXHIBIT "C"


GABRIEL ROSSER LIMITED PARTNERS




 



























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