Dynasty Energy Resources Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

REPURCHASE AGREEMENT 

This Repurchase Agreement (this “Agreement”) is made as of the
20th day of September, 2010 by and among DYNASTY ENERGY RESOURCES INC., a
Delaware corporation (collectively with its predecessors, the “Company”) and
BELMONT PARTNERS, LLC, a Virginia limited liability company (the “Seller”). Each
of the Company and the Seller is referred to herein as a “Party” and
collectively, as the “Parties.” 

W I T N E S S E T H: 

WHEREAS, subject to the terms and conditions set forth in a
securities purchase agreement (the “Securities Purchase Agreement”), dated as of
the date hereof, by and between the Company and the investor signatory thereto
(the “Investor”), the Company intends to issue and sell to the Investor, and the
Investor intends to purchase from the Company certain securities of the Company,
as more fully described in the Securities Purchase Agreement,

WHEREAS, to induce the Investor to purchase the securities
under the Securities Purchase Agreement, the Seller, in its capacity as
controlling stockholder of the Company, has agreed sell and transfer all shares
of common stock par value $0.00001 per share (“Common Stock”) held by it to the
Company, pursuant to this Agreement; and to make certain representations and
warranties and provide certain indemnification with respect to the Company, as
more fully set forth therein; and 

WHEREAS, the Seller owns and desires to sell to the Company, an
aggregate of 66,430,504 shares of the Common Stock (the “Shares”); and the
Company desires to re-purchase the Shares from the Seller, on and subject to the
terms of this Agreement. 

NOW, THEREFORE, in consideration of the foregoing and the
mutual promises and covenants herein contained, the Parties hereby agree as
follows:

ARTICLE I 

SALE AND PURCHASE OF THE SHARES 

1.1. Sale of the Shares. Subject to the terms and
conditions of this Agreement, and in reliance upon the representations,
warranties, covenants and agreements contained in this Agreement, the Seller
shall sell the Shares to the Company, and the Company shall re-purchase the
Shares from the Seller, for a purchase price equal to an aggregate sum of Two
Hundred and Ninety Thousand Dollars ($290,000.00) (the “Purchase Price”). 

1.2. Closing. The purchase and sale of the Shares shall
take place at a closing (the “Closing”) to occur immediately following the
execution and delivery hereof. At the Closing: 

(a) The Seller shall deliver to the Company this Agreement and
certificates representing the Shares, duly endorsed in form for transfer to the
Company; 









(b) The Company shall deliver the Purchase Price to the Seller, less the Company’s total liabilities of approximately $20,000, which liabilities shall be paid off at or prior to the Closing (as evidenced by executed pay-off letters
delivered to the Investor pursuant to the Securities Purchase Agreement at the Closing) and will in no event become the liabilities of the Investor or remain the liabilities of the Company following the Closing. 


 At and at any time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to
carry out the transactions contemplated by this Agreement. 


ARTICLE II


REPRESENTATIONS, WARRANTIES AND COVENANTS 


The Seller hereby makes the following representations and warranties to and covenants with the Company, which shall be true and correct as of the date: 


2.1. Organization and Authority. The Seller is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter
into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Seller of the transactions contemplated by this Agreement has been duly
authorized by all necessary corporate or, if the Seller is not a corporation, such partnership, limited liability company or other applicable like action, on the part of the Seller. This Agreement has been duly executed by the Seller, and when
delivered by the Seller in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. 


2.2. No Conflicts or Consents. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms and conditions hereof by the Seller will violate or result in a
breach of any term or provision of any agreement to which any Seller is bound or is a party, or be in conflict with or constitute a default under, or cause the acceleration of the maturity of any obligation of the Seller under any existing agreement
or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any  properties or assets of the Seller. The Seller is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person or entity in connection with the execution, delivery and performance by the Seller of this Agreement, other than the
disclosure filings required by the Commission. 


2.3 Enforceability. This Agreement has been duly and validly executed by the Seller, and constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency or other laws affecting creditors' rights generally or by limitations, on the availability of equitable remedies.


2.4 No Encumbrances. The Seller acquired the Shares in accordance with applicable state and federal securities laws and owns the Shares free and clear of all liens, charges, security interests, encumbrances, claims of others, options,
warrants, purchase rights, contracts, commitments, equities or other claims or demands of any kind (collectively, “Liens”).  The Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could
require the Seller to sell, transfer, or
otherwise dispose of any capital stock of the Company (other than pursuant to this Agreement).  The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the
Company.


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 2.5 Solvency.  As of the date hereof, there has been no material adverse changes or developments in the condition (financial or otherwise) or prospects of the Seller that have resulted, or could reasonably be expected to result, in a
material adverse effect on the solvency of the Seller. Neither the Seller nor any of its affiliates has taken any steps to seek protection pursuant to any bankruptcy law nor does such Seller have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so.  The Seller is not as of the date hereof, and after giving effect to the transactions contemplated hereby to
occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 2.5, “Insolvent” means, with respect to the Seller, (i) the present fair saleable value of the Seller’s assets is less than the amount
required to pay its total indebtedness, (ii) the Seller is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Seller intends to incur or believes that
it will incur debt that would be beyond its ability to pay as such debt matures or (iv) if applicable, the Seller has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is
proposed to be conducted..


2.6. Concurrent Transaction.  The Seller understands and acknowledges that in conjunction with the repurchase contemplated by this Agreement, that the Company is issuing and selling 135,301,552 shares of Common Stock at an aggregate price
equal to the Purchase Price hereunder, and that the repurchase hereunder is a condition to such issuance and sale. 


ARTICLE III 

TERMINATION 


 3.1 Termination. This Agreement may be terminated prior to Closing: 


(a) by written agreement of the Seller and the Company; and 


(b) by the Company or the Seller upon written notice to the other, if the Closing shall not have taken place by 6:30 p.m. Eastern time on thirtieth (30th) calendar day following the date of this Agreement; provided, that the right
to terminate this Agreement under this Section 3.1(b) shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such
time. 


 Upon a termination in accordance with this Section 3.1, the Company and the Seller shall not have any further obligation or liability (including as arising from such termination) to the other. 


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ARTICLE IV 

INDEMNIFICATION AND RELEASE 


4.1  Indemnification. (a) The Seller agrees to defend, protect, indemnify and hold the Company each of its directors, officers, shareholders, partners, employees and agents (each, a “Seller Indemnitee”) harmless from any and
all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively,
“Losses”) that any Seller Indemnitee may suffer
or incur as a result of or relating to (a) any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the Seller in this Agreement or (b) any cause of action, suit or claim brought or made against such
Seller Indemnitee by a third party and arising out of or resulting from the Seller’s execution, delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or thereby. In addition
to the indemnity contained herein, the Seller will reimburse such Seller Indemnitee for its reasonable legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in connection
therewith, as such expenses are incurred. Similarly, the Company agrees to defend, protect, indemnify and hold the Seller and each of its directors, officers, shareholders, partners, employees and agents (each, an “Company
Indemnitee”) harmless from any and all Losses that any Company Indemnitee may suffer or incur as a result of or relating to (a) any misrepresentation, breach or inaccuracy of any representation, warranty, covenant or agreement made by the
Company in this Agreement or (b) any cause of action, suit or claim brought or made against such Company Indemnitee by a third party and arising out of or resulting from the Company’s execution, delivery, performance or enforcement of this
Agreement or any other certificate, instrument or document contemplated hereby or thereby. In addition to the indemnity contained herein, the Company will reimburse such Company Indemnitee for its reasonable legal and other expenses (including the
cost of any investigation, preparation and travel in connection therewith) incurred in connection with a claim of Loss hereunder, as such expenses are incurred 


(b) Promptly after receipt by a Seller Indemnitee or an Company Indemnitee (each an “Indemnitee”) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Loss, such
Indemnitee shall, if a claim in respect thereof is to be made against an indemnitor under this Agreement (each an “Indemnitor”), deliver to the Indemnitor a written notice of the commencement thereof, and the Indemnitor shall have
the right to participate in the defense thereof with its own counsel; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnitee to be paid by the
Indemnitor, if the named parties to such proceeding include both the Indemnitor and the Indemnitee and, in the reasonable opinion of the Indemnitee, the representation by such counsel of the Indemnitee and the Indemnitor would be inappropriate due
to actual or potential differing interests between such Indemnitee and any other party represented by counsel in such proceeding. The Indemnitee shall cooperate fully with the Indemnitor in connection with any negotiation or defense of any such
action or claim by the Indemnitor and shall furnish to the Indemnitor all information reasonably available to the Indemnitee which relates to such action or claim. The Indemnitor shall keep the Indemnitee fully apprised at all times as to the status
of the defense or any settlement negotiations with respect thereto. The Indemnitor shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the Indemnitor shall not
unreasonably withhold, delay or condition its consent. The Indemnitor shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such claim or litigation and such settlement shall not include any admission as to fault on the part of the
Indemnitee.  Following indemnification as provided for hereunder, the Indemnitor shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been
made.  The failure to deliver written notice to the Indemnitor within a reasonable time of the commencement of any such action shall not relieve the Indemnitor of any liability to the Indemnitee, except to the extent that the Indemnitor is
prejudiced in its ability to defend such action. 


(c) The indemnification required by this Agreement shall be made by periodic payments of the amount thereof during the course of the defense against any of the Losses, reasonably promptly upon the receipt by such Indemnitee of written bills (with
such appropriate supporting
information as is reasonably requested by the Indemnitor that a Loss has been incurred and the amount thereof (together with such appropriate supporting information as is reasonably requested by the Indemnitor); provided that the Indemnitee, as
applicable, shall reimburse all such payments to the extent it is finally judicially determined that such Indemnitee is not entitled to indemnification hereunder. 


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(d) To the extent that the undertaking by the Indemnitor hereunder may be unenforceable for any reason, the Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Losses which is permissible under applicable
law.


(e) Notwithstanding anything else contained herein, the aggregate amount payable by the Indemnitors collectively hereunder shall not exceed $290,000, which is equal to the Purchase Price hereunder.


4.2  Release. The Seller and its respective affiliates and/or heirs, hereby releases and forever discharges the Company and its officers, directors, employees, agents, counsels, accountants, affiliates and heirs (collectively, the
“Releasees”) from any and all claims, demands, judgments, proceedings, causes of action, orders, obligations, contracts, agreements, liens, accounts, costs and expenses (including attorney’s fees and court costs), debts and
liabilities whatsoever, whether known or unknown, suspected or unsuspected, matured or unmatured, both at law (including federal and state securities laws) and in equity, which the Seller or any of the Seller’s respective affiliates and/or
heirs now have, have ever had against the Releasees arising contemporaneously with or prior to the date hereof or on account of or arising out of any matter, cause, event or omission of any kind or nature occurring contemporaneously with or prior to
the date hereof. The Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any
matter purported to be released hereby. Without in any way limiting any of the rights and remedies otherwise available to any Releasee, the Seller shall indemnify and hold harmless each Releasee from and against all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, security interests, taxes, liens, losses,
lost value, expenses and fees (including attorneys’ fees and court costs) arising directly or indirectly from or in connection with (i) the assertion by or on behalf of the Seller or any of its affiliates and/or heirs of any claim or other
matter purported to be released hereunder and (ii) the assertion by any third party of any claim or demand against any Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the
Seller or any of its affiliates and/or heirs against any third party of any claims or other matters purported to be released hereunder. 


ARTICLE V 

MISCELLANEOUS 


5.1. Entire Agreement. This Agreement and any other documents or agreements executed in connection with the transactions contemplat ed hereunder, constitutes the entire agreement of the parties, superseding and terminating any and all prior or
contemporaneous oral and written agreements, understandings or letters of intent between or among the parties with respect to the subject matter of this Agreement. No part of this Agreement may be modified or amended, nor may any right be waived,
except by a written instrument which expressly refers to this Agreement, states that it is a modification or amendment of this Agreement and is signed by the parties to this Agreement, or, in the case of waiver, by the party granting the waiver. No
course of conduct or dealing or trade usage or custom and no course of performance shall be relied on or referred to by any party to contradict, explain or supplement any provision of this Agreement, it being acknowledged by the parties to this
Agreement that this Agreement
is intended to be, and is, the complete and exclusive statement of the agreement with respect to its subject matter. Any waiver shall be limited to the express terms thereof and shall not be construed as a waiver of any other provisions or the same
provisions at any other time or under any other circumstances. 


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5.2. Severability. If any section, term or provision of this Agreement shall to any extent be held or determined to be invalid or unenforceable, the remaining sections, terms and provisions shall nevertheless continue in full force and
effect. 


  5.3. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such
notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section prior to 5:30 p.m. (New York City time) on a Business
Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Business Day or later than 5:30 p.m. (New York City
time) on any Business Day, (c) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such
notices and communications shall be as follows: 

	
 	
If to the Company:
	
	
Pillsbury Winthrop Shaw Pittman LLP
	

	
 	
 
	
	
2300 N Street, N.W.
	

	
 	
 
	
	
Washington, DC 20037
	

	
 	
 
	
	
Attention: Dawn Bernd-Schulz, Esq.
	

	
 	
 
	
	
Facsimile No.: 202.663.8007
	

	
 	
 
	
	
Telephone No.: 202.663.8345
	





	
 	
If to the Seller:
	
	
Belmont Partners, LLC
	

	
 	
 
		
360 Main Street
	

	
 	
 
		
Washington, Virginia
	

	
 	
 
		
Attention: Chris Dobbins.
	

	
 	
 
		
Facsimile No.: (540)675-3369
	

	
 	
 
		
Telephone No.: (540) 675-3149
	




or such other address as may be designated in writing hereafter, in the same manner, by such Person. 


5.4. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without
regard to the principles of conflicts of law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its
respective Affiliates, employees or agents) shall be commenced exclusively in the Delaware Courts. Each of the Parties submits to the jurisdiction of any state or federal court sitting in Delaware, in any proceeding arising out of or relating to
this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any proceeding so brought and waives
any bond, surety, or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the
manner provided for the giving of notices in Section 5.3 above. Nothing in this Section 5.4, however, shall affect the right of any Party to bring any proceeding arising out of or relating to this Agreement in any other court or to serve legal
process in any other manner permitted by law or at equity. 


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Each Party agrees that a final judgment in any proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. If either party shall commence a proceeding to enforce any
provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of
such proceeding. 


5.5. Parties to Pay Own Expenses. Each of the parties to this Agreement shall be responsible and liable for its own expenses incurred in connection with the preparation of this Agreement, the consummation of the transactions contemplated by
this Agreement and related expenses. 


5.6. Successors. This Agreement shall be binding upon the parties and their respective heirs, successors and permitted assigns; provided, however, that no Party may assign this Agreement or any of its rights under this Agreement without the
prior written consent of the other Party. 


5.7. Further Assurances. Each Party to this Agreement agrees, without cost or expense to any other Party, to deliver or cause to be delivered such other documents and instruments as may be reasonably requested by the other Party to this
Agreement in order to carry out more fully the provisions of, and to consummate the transaction contemplated by, this Agreement. 


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


 5.9 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the
language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against any Party.  This Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. 


5.10. Headings. The headings in the Sections of this Agreement are inserted for convenience only and shall not constitute a part of this Agreement. 


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 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first above written. 


DYNASTY ENERGY RESOURCES INC.


By: /s/ Joseph Meuse 

Name: Joseph Meuse 

Title: President




 


[SELLER SIGNATURE PAGE FOLLOWS]


 



Signature Page to Repurchase Agreement 











 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first above written. 


BELMONT PARTNERS, LLC 


By: /s/ Joseph Meuse 

Name: Joseph Meuse 

Title: Managing Member








Signature Page to Repurchase Agreement