{"id":42650,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/partial-settlement-and-conversion-agreement-encap-investments.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"partial-settlement-and-conversion-agreement-encap-investments","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/partial-settlement-and-conversion-agreement-encap-investments.html","title":{"rendered":"Partial Settlement and Conversion Agreement &#8211; EnCap Investments LC and Search Exploration Inc."},"content":{"rendered":"<pre>                               PARTIAL SETTLEMENT\n                                      AND\n                              CONVERSION AGREEMENT\n\n\n         This Partial Settlement and Conversion Agreement (the 'Agreement') is\nentered into as of _____________, 1995, between EnCap Investments\nL.C.('EnCap'), and Search Exploration, Inc., a Delaware corporation ('Search').\n\n                              W I T N E S S E T H\n\n         WHEREAS, Search and EnCap  are parties to that certain letter\nagreement dated December 20, 1993 (the 'Letter Agreement') a copy of which is\nattached hereto as Exhibit 'B';\n\n         WHEREAS, Search has agreed to compensate EnCap pursuant to the Letter\nAgreement for services rendered as its financial advisor on matters related to\na merger or sale of Search, (i) an amount equal to two percent (2%) of the\nvalue of Search assets (the 'Success Fee'), (ii) any reasonable expenses\nincurred by EnCap in connection therewith (the 'Expenses');\n\n         WHEREAS, Search has previously entered into that certain Agreement and\nPlan of Merger dated November 8, 1994, and amended on March 27, 1995 (as\namended, the 'Merger Agreement') by and among Search, Harken Energy\nCorporation, a Delaware corporation ('Harken'), and Search Acquisition Corp., a\nDelaware corporation;\n\n         WHEREAS, Search and EnCap  desire to enter into this agreement in\norder to facilitate the transactions contemplated by the Merger Agreement;\n\n         NOW, THEREFORE, for and in consideration of the mutual covenants and\npromises contained herein, the receipt and adequacy of which are hereby\nacknowledged, the parties hereby agree as follows:\n\n         1.      In consideration of full settlement of the Success Fee and the\npartial settlement of the Expenses as provided for in Section 4 below all due\nunder the Letter Agreement, EnCap shall be entitled to receive from Search an\namount equal to $ 80,000.\n\n         2.      Search's obligation to pay the amount set forth in Section 1\nabove shall be evidenced and payable in accordance with an unsecured,\nnon-interest bearing promissory note, substantially in the form and substance\nof Exhibit 'A' attached hereto (the 'Promissory Note').\n\n         3.      Pursuant to Section 1.07 of the Merger Agreement, at the\nEffective Time, the obligations evidenced by the Promissory Note shall be\nconverted automatically into and shall thereafter only represent the right to\nreceive and shall be exchangeable for shares of common stock, $.01 par value\nper share, of Harken (the 'Harken Common Stock').   In addition, upon the\n\n\n\n\n\n\nconversion of the Promissory Note, the holder of the Promissory Note shall be\nentitled to receive from Harken, under certain conditions, additional shares of\nHarken Common Stock as provided in Sections 1.07 and 1.10 of the Merger\nAgreement.\n\n         4.      Upon the conversion of the Promissory Note as provided in\nSection 3 above, Search shall be released from all obligations of Search to\nEnCap arising under the Letter Agreement including without limitation the\npayment of the Success Fee under the Letter Agreement and the Promissory Note\nand the payment of any Expenses which are at the time outstanding and unpaid\nunder the Letter Agreement; provided, however, this Agreement is not intended\nto and shall not be deemed as a release of the obligation arising under the\nLetter Agreement of Search to indemnify EnCap against certain events.\n\n         5.      This Agreement and the Promissory Note hereto are expressly\nconditioned upon the consummation of the transactions contemplated by the\nMerger Agreement and the occurrence of the Effective Time, and the failure to\nconsummate the Merger ( as defined therein) in accordance with the Merger\nAgreement shall render this Agreement and the Promissory Note void and shall\nrelease the parties hereto and thereto of any and all obligations hereunder and\nthereunder, and in such event the terms  and provisions of the Employment\nAgreement shall remain and continue in full force and effect.\n\n         6.      The rights and obligations under this Agreement shall be\nbinding upon  and inure to the benefit of Search and EnCap  and their\nrespective successors and assigns.\n\n         7.      This Agreement contains the entire understanding of the\nparties hereto with respect to the subject matter hereof and supersedes all\nprior discussions and undertakings.\n\n         8.      This Agreement shall be governed by the laws of the State of\nTexas as to all matters, including but not limited to, matters of validity,\nconstruction, effect, performance, and remedies.\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n                                              SEARCH EXPLORATION, INC.\n\n\n\n\n                                              By:  _____________________________\n                                              Name: ____________________________\n                                              Title: ___________________________\n\n\n                                              ENCAP INVESTMENTS L.C.\n\n\n\n                                              By:  _____________________________\n                                              Name: ____________________________\n                                              Title: ___________________________\n\n\n\n\n                JOINED HEREIN FOR PURPOSES OF SECTION 3 HEREOF:\n\n\n                                              HARKEN ENERGY CORPORATION\n\n\n\n\n                                              By:  _____________________________\n                                              Name: ____________________________\n                                              Title: ___________________________\n\n\n\n\n\n                                       3\n\n\n\n                            FORM OF PROMISSORY NOTE\n\n$80,000\n                                                  Dallas, Texas_________, 199___\n\n\n         FOR VALUE RECEIVED, Search Exploration, Inc., a Delaware corporation\n('Maker'), promises to pay to the order of EnCap Investments L.C. ('EnCap'), at\n6688 N. Central Expressway,  Suite 1100, Dallas, Dallas County, Texas  75206,\nthe principal sum of $80,000,  in accordance with and subject to the terms of\nthe Conversion Agreement (hereinafter defined ) and this Note.\n\n         1.      Reference to Partial Settlement and Conversion Agreement.\nThis Note is the Promissory Note referred to in that certain Partial Settlement\nand Conversion Agreement between Maker and EnCap of even date herewith (the\n'Conversion Agreement'), and the terms and provisions of the Conversion\nAgreement (including the defined terms used therein), are incorporated by\nreference herein and made a part hereof.\n\n         2.      Payment.  The principal sum evidenced hereby is payable in\nfull at EnCap's  address set forth above, ninety (90) days following the day\nand year first written above (the 'Due Date').  If the Due Date falls on a day\nwhich is considered a legal holiday in the State of Texas, Maker shall be\nentitled to delay such payment until the succeeding regular business day.\n\n         3.      Interest.   This Note shall be non-interest bearing.\n\n         4.      Security.   This Note shall be unsecured.\n\n         5.      Conversion of Note.   In accordance with Section 3 of the\nConversion Agreement hereto, the obligations evidenced by this Note will be,\nunder certain conditions, converted into and represent the right to receive the\nnumber of shares of Harken Common Stock ( as defined therein) pursuant to the\nterms of the Conversion Agreement.\n\n         6.      Conditions.   The obligations of Maker evidenced by this Note\nare expressly contingent upon the consummation of the transactions contemplated\nby that certain agreement and plan of merger (as amended, the 'Merger\nAgreement') by and among Maker, Harken Energy Corporation, a Delaware\ncorporation ('Harken'), and Search Acquisition Corp., a Delaware corporation\n('Merger Sub'), and the occurrence of the Effective Time (defined therein).\n\n         7.      Successors and Assigns.   All of the covenants, stipulations,\npromises and agreements in this Note contained by or on behalf of Maker shall\nbind its successors and assigns.\n\n         8.      Headings.   The headings of the paragraphs of this Note are\ninserted for convenience only and shall not be deemed to constitute a part\nhereof.\n\n\n\n\n\n                                       1\n\n         9.      Governing Law.   This Note is being executed and delivered,\nand is intended to be performed in the State of Texas, and the substantive laws\nof such state shall govern the validity, construction, enforcement and\ninterpretation of this Note except insofar as federal laws shall have\napplication.\n\n         10.     Nontransferability.   This Note may not be sold, pledged,\nassigned, hypothecated, transferred, or disposed of in any manner other than by\nwill or by the laws of descent and distribution.  Any attempted assignment,\ntransfer, pledge, hypothecation, or other encumbrance of this Note contrary to\nthe provisions hereof, any execution, attachment, or similar process upon this\nNote, will be null and void and of no effect.\n\n         EXECUTED as of the day and year first written above.\n\n\n                                              MAKER:\n\n                                              SEARCH EXPLORATION, INC.\n\n\n\n\n                                              By:  _____________________________\n                                                    Joseph F. Langston, Jr.,\n                                                    Chairman of the Board\n\n\n\n\n\n                                       2\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7721],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9613,9620],"class_list":["post-42650","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-harken-oil---gas-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42650","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42650"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42650"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42650"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42650"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}