EXHIBIT
10.1
EXCLUSIVITY
AGREEMENT
This
EXCLUSIVITY AGREEMENT (this “Agreement”), is entered
into, as of November 10, 2006, by and between Black Sands
Petroleum, Inc., a Nevada corporation with offices at Suite 328,
369 Rocky Vista Park Drive, Calgary, Alberta T3G 5K7
(“Blacksands”), and Access Energy Inc., an [Ontario]
corporation with offices at Suite 1405, 220 Bay Street, Toronto,
Ontario M5J 2W4.
The parties
have engaged in preliminary, non-binding discussions regarding the
terms of a possible transaction between Access and Blacksands
pursuant to which Blacksands would purchase a significant interest
in Access (the “Transaction”).
As a condition
to pursuing the Transaction, Blacksands has requested that Access
enter into this Agreement and Access is willing to do
so.
NOW, THEREFORE,
in consideration of the foregoing and other good and valuable
consideration, and intending to be legally bound, the parties
hereto agree as follows:
1.
Exclusivity
. Access agrees that it shall not,
and shall not permit any of its respective subsidiaries or
affiliates, and will cause its respective officers, directors,
employees, agents and representatives not to, at any time during
the one hundred and twenty (120) day period commencing on the date
hereof (the “Exclusivity Period”), directly or
indirectly, (a) solicit, initiate or encourage submission of
further proposals or offers from any person, other than Blacksands,
relating to any acquisition or purchase of all or a significant
portion of the assets of, or any equity interest in, Access, any of
its subsidiaries or affiliates controlled by Access or any business
combination involving Access or any of its subsidiaries or
affiliates controlled by Access, or the declaration or payment of
any dividend or any change in the public debt or capital structure
of Access or any of its subsidiaries or affiliates controlled by
Access, (b) participate in any negotiations regarding, or furnish
to any other person any additional non-public information with
respect to, or otherwise further cooperate in any way with, or
assist or participate in, facilitate or encourage, any effort or
attempt by any other person other than Blacksands to do or seek any
of the foregoing. During the Exclusivity Period, Access shall
promptly advise Blacksands if any such proposal or offer, or any
inquiry or contact with any person with respect thereto, is made,
shall promptly inform Blacksands of all the terms and conditions
thereof, and shall furnish to Blacksands copies of any such written
proposal or offer and the contents of any communications in
response thereto. During the Exclusivity Period, Access shall not,
without the consent of Blacksands, enter into, or commit to enter
into, any material transaction outside the ordinary course of
business or any transactions of the type described in Paragraph
1(a). In addition, Access agrees that it will immediately cease,
from the date hereof through the end of the Exclusivity Period, any
existing discussions or negotiations with any party other than
Blacksands or its affiliates that relate to, or may reasonably be
expected to lead to, any transac