Attached files
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| EX-10.1 - EX-10.1 - AgEagle Aerial Systems Inc. | v201057_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 30,
2010
ENERJEX
RESOURCES, INC.
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Nevada
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000-30234
|
88-0422242
|
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer Identification
No.)
|
|
27
Corporate Woods, Suite 350
10975
Grandview Drive
Overland
Park, KS
|
66210
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (913)
754-7754
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry Into A Material Definitive Agreement.
On October 30, 2010, the Registrant
entered into a binding letter of intent (the “LOI”) with J&J
Operating, LLC (“J&J”); West Coast
Opportunity Fund, LLC (“WCOF”); Montecito
Venture Partners, LLC, a controlled affiliate of WCOF (“MVP”); and Black
Sable Energy, LLC, a controlled affiliate of MVP (“BSE”)(collectively
J&J, WCOF, MVP and BSE are referred to as the “Acquisition Parties”) under
which the parties will negotiate the terms on which the Registrant may acquire
certain assets owned by the Acquisition Parties.
In
accordance with the LOI, and subject to the completion of legal due diligence by
the Registrant and the Acquisition Parties, the parties agree that the terms and
conditions of the acquisitions shall be as set forth in certain formal
definitive agreements (“Definitive Agreements”), to be negotiated and entered
into by and between the parties on or prior to November 30,
2010. There are numerous conditions that need to be satisfied
in order for the contemplated transactions to proceed, including but not limited
to agreements with third parties over which the Registrant and the other parties
to such transactions have no control. It is unclear whether
those conditions will be satisfied, and consequently it is unclear if those
contemplated transactions will ever close.
The
Registrant is subject to customary “no-shop” restrictions on its ability to
solicit alternative acquisition proposals from third parties and to provide
information to and engage in discussions with third parties regarding
alternative acquisition proposals. However, the no-shop provision is subject to
a customary “fiduciary-out” provision which allows the Registrant under certain
circumstances, and subject to certain conditions, to provide information to and
participate in discussions with third parties with respect to certain
unsolicited alternative acquisition proposals that the board of directors has
determined would, if consummated, result in a transaction more favorable to the
Registrant’s stockholders than the transaction contemplated by the LOI and is
reasonably likely to be completed on the terms proposed on a timely
basis.
The LOI
contains certain rights for the Registrant and the Acquisition Parties. Upon
breach or termination of the LOI under specified circumstances, the Registrant
may be required to pay WCOF a break-up fee. If the Registrant is required to pay
a break-up fee as a result of the Registrant breaching the terms of the LOI, the
Definitive Agreements or entering into an alternative acquisition agreement, the
amount of the break-up fee is $750,000.
The
foregoing description of the LOI and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the LOI attached hereto as Exhibit 10.1, which is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
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Exhibit No.
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Exhibit Description
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10.1
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Binding
Letter of Intent dated October 30,
2010
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ENERJEX
RESOURCES, INC.
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||
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By:
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/s/ Steve Cochennet
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Steve
Cochennet, Chief Executive
Officer
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||
Date:
November 4, 2010
3