SEC Info - New Mexico Energy, Inc. - ‘SC 13D’ on 5/18/06 re: Sun River Energy, Inc

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New Mexico Energy, Inc. – ‘SC 13D’ on 5/18/06 re: Sun River Energy, Inc – EX-10.1

On: Thursday, 5/18/06, at 3:18pm ET · Accession #: 1072588-6-174 · File #: 5-81812

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/18/06  New Mexico Energy, Inc.           SC 13D                 2:47K  Sun River Energy, Inc             Ball Jodie L/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8     28K 
 2: EX-10.1     Material Contract                                     15     42K

EX-10.1 — Material Contract

EX-10.1 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
Agreement and Plan of Reorganization

by and between
Dynadapt Systems, Inc.
a Colorado corporation
 and
Sun River Energy, Inc.
a Colorado corporation

dated: _____________________

EX-10.1 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
AGREEMENT AND PLAN OF REORGANIZATION

Dynadapt Systems, Inc.
 and
Sun River Energy, Inc.

     This Agreement and Plan of Reorganization ("Agreement"),  dated as of April
21, 2006 among Dynadapt Systems, Inc. ("DS"), a Colorado Corporation,  Sun River
Energy, Inc. ("SRE"), a Colorado Corporation,  and the subscribing  shareholders
of SRE. ("SRE Shareholders") who will join this Agreement by execution.         

W I T N E S S E T H:

        A.       WHEREAS, SRE and DS are corporations duly organized under the
laws of the State of Colorado.                                                  

         B. Plan of  Reorganization.  The subscribing SRE  Shareholders  are the
owners of 100% of the  issued and  outstanding  common  stock of SRE.  It is the
intention that 100% of the issued and outstanding stock of SRE shall be acquired
by DS in exchange  solely for its voting stock.  For federal income tax purposes
it is intended that this exchange shall qualify as a  reorganization  within the
meaning of SEC 368  (a)(1)(B) of the Internal  Revenue Code of 1986,  as amended
(the "Code").                                                                   

         C. Exchange of Shares.  DS and the subscribing SRE  Shareholders  agree
that 100% of the approximately 8,633,333 common shares issued and outstanding of
SRE shall be exchanged  with DS for 8,633,333  shares of the common stock of DS.
The DS shares,  on the closing date,  shall be delivered  ratably divided to the
individual  subscribing  shareholders of SRE in exchange for their SRE shares as
hereinafter set forth.                                                          

         D.       WHEREAS, the parties hereto wish to enter into this Agreement,
pursuant to the provisions of the Colorado Business Corporation Act.            

NOW, THEREFORE, it is agreed among the parties as follows:    

EX-10.1 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
 ARTICLE I

 The Consideration

         1.1 Subject to the conditions set forth herein on the "Effective  Date"
(as herein defined),  the subscribing  Shareholders of SRE shall exchange all of
their  shares  of SRE  or  8,633,333  common  shares  of DS  common  stock.  The
transactions  contemplated  by this  Agreement  shall be  completed at a closing
("Closing")  on a  closing  date  ("Closing  Date")  which  shall  be as soon as
practicable  after joinder in this exchange by SRE Shareholders  holding 100% of
the  outstanding  SRE  common  shares,  except  that  such  transaction  must be
completed on or before April 30, 2006,  or this  Agreement  shall expire  unless
extended in writing.                                                            

         On the Closing  Date,  all of the  documents  to be furnished to DS and
SRE,  including  the  documents to be furnished  pursuant to Article VII of this
Agreement,  shall be delivered to M.A.  Littman,  to be held in escrow until the
Effective  Date or the date of termination of this  Agreement,  whichever  first
occurs,  and  thereafter  shall be promptly  distributed to the parties as their
interests may appear.                                                           

         1.2 At the Effective  Date, SRE shall become a wholly owned  subsidiary
of DS. SRE's  shareholders  shall receive pro rata shares of voting common stock
as follows:                                                                     

                  DS shall  issue  8,633,333  of its shares of common  stock for
                  100%  of  the   outstanding   common  shares  of  SRE  to  the
                  subscribing  shareholders of SRE,  ratably  according to their
interests.                                  

         1.3 If this  Agreement  is duly  executed by the holders of 100% of the
outstanding  common stock of SRE,  subject to the other  provisions  hereof,  it
shall become effective,  and such date of final execution shall be the effective
date of this Agreement.                                                         

ARTICLE II

 Issuance and Exchange of Shares

         2.1 The shares of no par value common stock of DS shall be issued by it
to the subscribing SRE shareholders at Closing.                                 

         2.2 DS  represents  that no  outstanding  options or  warrants  for any
unissued shares exist.                                                          

EX-10.1 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
         2.3 The stock  transfer  books of SRE shall be closed on the  Effective
Date,  and  thereafter no transfers of the stock of SRE shall be made. SRE shall
appoint  an  exchange  agent  ("Exchange  Agent"),  to accept  surrender  of the
certificates  representing  the common shares of SRE, and to deliver in exchange
for  such  surrendered   certificates,   shares  of  common  stock  of  DS.  The
authorization  of the Exchange  Agent may be  terminated  by DS after six months
following the Effective Date. Upon termination of such authorization, any shares
of SRE and any funds held by the Exchange Agent for payment to SRE  shareholders
pursuant to this Agreement  shall be  transferred to DS or its designated  agent
who  shall  thereafter  perform  the  obligations  of  the  Exchange  Agent.  If
outstanding  certificates  for shares of SRE are not  surrendered or the payment
for them not claimed prior to such date on which such payments  would  otherwise
escheat to or become  the  property  of any  governmental  unit or  agency,  the
unclaimed items shall, to the extent  permitted by abandoned  property and other
applicable  law,  become  the  property  of DS  (and  to the  extent  not in its
possession  shall be paid over to it),  free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange  Agent nor any party to this  Agreement  shall be liable to
any holder of SRE shares for any amount paid to any governmental  unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.                                      

         2.4 No fractional shares of DS stock shall be issued as a result of the
Agreement. Shares shall be rounded up to nearest whole share.                   

         2.5 At the Effective Date, each holder of a certificate or certificates
representing  common  shares of SRE,  upon  presentation  and  surrender of such
certificate or certificates to the Exchange Agent,  shall be entitled to receive
the  consideration  set forth herein,  except that holders of those shares as to
which dissenters' rights shall have been validly asserted and perfected pursuant
to Colorado law shall not be converted into shares of DS common stock, but shall
represent only such dissenters' rights. Upon such presentation,  surrender,  and
exchange as provided in this Section 2.5,  certificates  representing  shares of
SRE previously held shall be canceled. Until so presented and surrendered,  each
certificate or certificates  which represented  issued and outstanding shares of
SRE at the Effective Date shall be deemed for all purposes to evidence the right
to receive the consideration set forth in Section 1.2 of this Agreement.  If the
certificates  representing  shares of SRE have been lost,  stolen,  mutilated or
destroyed,  the  Exchange  Agent shall  require the  submission  of an indemnity
agreement and may require the submission of a bond in lieu of such certificate. 

EX-10.1 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
 ARTICLE III

 Representations, Warranties
 and Covenants of Sun River Energy, Inc.

         No  representations  or warranties  are made by any director,  officer,
employee  or  shareholder  of SRE as  individuals,  except as and to the  extent
stated in this Agreement or in a separate written statement (the "SRE Disclosure
Statement"), if any. SRE hereby represents,  warrants and covenants to DS except
as stated in the SRE Disclosure Statement, as follows:                          

         3.1 SRE is a corporation  duly organized,  validly existing and in good
standing  under the laws of the State of Colorado,  and has the corporate  power
and authority to own or lease its  properties and to carry on its business as it
is now being conducted.  The Certificate of Incorporation  and Bylaws of SRE are
complete and  accurate,  and the minute books of SRE contain a record,  which is
complete  and  accurate  in all  material  respects,  of all  meetings,  and all
corporate actions of the shareholders and board of directors of SRE.            

         3.2 The aggregate  number of shares which SRE is authorized to issue is
100,000,000  shares of common  stock of which  8,633,333  shares  are issued and
outstanding.                                                                    

         3.3 SRE has complete and unrestricted power to enter into and, upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.                                                 

         3.4  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by SRE will  conflict  with or result  in a breach  or  violation  of the
Articles of Incorporation or Bylaws of SRE.                                     

         3.5 The execution,  delivery and performance of this Agreement has been
duly authorized and approved by SRE' Board of Directors.                        

         3.6 There are no legal proceedings or regulatory  proceedings involving
material claims pending,  or to the knowledge of the executive  officers of SRE,
threatened against SRE or affecting any of its assets or properties,  and to the
knowledge of SRE' officers, SRE is not in any material breach or violation of or
default under any contract or  instrument to which SRE is a party,  or under its
respective  Articles  of  Incorporation  or  Bylaws,  nor is there  any court or
regulatory order pending, applicable to SRE.                                    

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         3.7 The representations and warranties of SRE shall be true and correct
as of the date hereof and as of the Effective Date.                             

         3.8 No  representation  or warranty by SRE in this  Agreement,  the SRE
Disclosure  Statement or any certificate  delivered pursuant hereto contains any
untrue  statement  of a  material  fact or  omits  to state  any  material  fact
necessary to make such representation or warranty not misleading.               

         3.9 To the knowledge of the executive officers of SRE, all trade names,
inventions,  discoveries,  ideas,  research,  engineering,  methods,  practices,
processes,   systems,   formulae,   designs,   drawings,   products,   projects,
improvements,  developments,  know-how,  and trade secrets which are used in the
conduct of SRE' business,  whether registered or unregistered  (collectively the
"Proprietary  Rights")  are  owned by SRE.  To the  knowledge  of the  executive
officers  of SRE,  SRE created or  developed  such  Proprietary  Rights and such
Proprietary Rights are not subject to any restriction, lien, encumbrance, right,
title or interest in others.  All of the Proprietary  Rights stand solely in the
name of SRE and not in the name of any shareholder,  director,  officer,  agent,
partner or employee or anyone else known to the  executive  officers of SRE, and
none  of the  same  have  any  right,  title,  interest,  restriction,  lien  or
encumbrance  therein or thereon or thereto.  To the  knowledge of the  executive
officers of SRE, SRE's  ownership and use of the  Proprietary  Rights do not and
will not infringe  upon,  conflict  with or violate in any material  respect any
patent,  copyright,  trade secret or other lawful proprietary right of any other
party, and no claim is pending or, to the knowledge of the executive officers of
SRE,  threatened  to the effect  that the  operations  of SRE  infringe  upon or
conflict  with  the  asserted  rights  of  any  other  person  under  any of the
Proprietary  Rights, and to the knowledge of the executive officers of SRE there
is  no  reasonable  basis  for  any  such  claim  (whether  or  not  pending  or
threatened).  No claim is pending, or to the knowledge of the executive officers
of SRE,  threatened  to the effect  that any such  Proprietary  Rights  owned or
licensed  by SRE,  or which SRE  otherwise  has the right to use,  is invalid or
unenforceable by SRE.                                                           

         3.10 (i) SRE has not received  notice of any  material  violation of or
investigation  relating to any  environmental or pollution law,  regulation,  or
ordinance with respect to assets now or previously owned or operated by SRE that
has not been fully and finally resolved;  (ii) to the knowledge of the executive
officers  of SRE,  all  permits,  licenses  and other  authorizations  which are
required under United  States,  federal,  state,  provincial and local laws with
respect to pollution or protection of the  environment  ("Environmental  Laws"),
including  Environmental  Laws  relating  to  actual  or  threatened  emissions,
discharges  or  releases  of  pollutants,  contaminants  or  hazardous  or toxic
materials or wastes ("Pollutants") have been obtained; (iii) to the knowledge of
the  executive  officers  of SRE,  no  conditions  exist  on,  in or  about  the
properties  now or  previously  owned  or  operated  by  SRE or any  third-party
properties to which any  Pollutants  generated by SRE were sent or released that
could give rise on the part of SRE to material liability under any Environmental
Laws,  material claims by third parties under Environmental Laws or under common
law or the  occurrence of material  costs to avoid any such  liability or claim;
and (iv) to the  knowledge of the  executive  officers of SRE, all  operators of
SRE's assets are in material  compliance  with all terms and  conditions of such
Environmental  Laws,  permits,  licenses  and  authorizations,  and are  also in
compliance  with all other  limitations,  restrictions,  conditions,  standards,
prohibitions,  requirements,  obligations, schedules and timetables contained in
such laws or contained in any regulation,  code, plan, order, decree,  judgment,
notice or demand letter issued,  entered,  promulgated  or approved  thereunder,
relating to SRE's assets.                                                       

EX-10.1 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
         3.11 SRE shall deliver at closing to DS audited financial statements of
SRE dated December 31, 2005. All such  statements,  herein sometimes called "SRE
Financial  Statements,"  are (and will be)  complete and correct in all material
respects and,  together with the notes to these  financial  statements,  present
fairly the  financial  position and results of operations of SRE for the periods
indicated. All financial statements of SRE will have been prepared in accordance
with generally accepted accounting principles.                                  

         3.12 Since the dates of the SRE  Financial  Statements,  there have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise,  of SRE. SRE has acquired certain mineral  interests on 150,000 acres
and  assignments  of  leases  in April  2006.  SRE  does  not have any  material
liabilities or obligations,  secured or unsecured except as shown on the updated
financials of SRE dated April 17, 2006 (whether accrued, absolute, contingent or
otherwise).                                                                     

ARTICLE IV

Representations, Warranties and Covenants of
Dynadapt Systems, Inc.

         No  representations  or warranties  are made by any director,  officer,
employee or shareholder of DS as individuals, except as and to the extent stated
in this Agreement or in a separate written statement.                           

         DS  hereby   represents,   warrants  and   covenants  to  SRE  and  its
shareholders, except as stated in the DS Disclosure Statement, as follows:      

         4.1 DS is a corporation  duly organized,  validly  existing and in good
standing  under the laws of the State of Colorado,  and has the corporate  power
and authority to own or lease its  properties and to carry on its business as it
is now being conducted.  The Articles of Incorporation  and Bylaws of DS, copies
of which have been  delivered to SRE, are complete and accurate,  and the minute
books of DS contain a record,  which is complete  and  accurate in all  material
respects,  of all meetings,  and all corporate  actions of the  shareholders and
Board of Directors of DS.                                                       

         4.2 The  aggregate  number of shares which DS is authorized to issue is
100,000,000 shares of common stock, of which 485,000 shares of such common stock
are issued and outstanding, fully paid and non-assessable,  at the Closing under
this  Agreement.  DS will have,  on the Closing Date,  no  outstanding  options,
warrants or other rights to purchase, or subscribe to, or securities convertible
into or  exchangeable  for any shares of capital stock. No preferred stock of DS
is outstanding.                                                                 

         4.3 DS has complete and unrestricted  power to enter into and, upon the
appropriate  approvals  as  required  by law,  to  consummate  the  transactions
contemplated by this Agreement.                                                 

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         4.4  Neither  the  making  of nor the  compliance  with the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein  by DS will  conflict  with or result  in a breach  or  violation  of the
Articles of Incorporation or Bylaws of DS.                                      

         4.5 The  execution  of this  Agreement  has been  duly  authorized  and
approved by the Board of Directors of DS.                                       

         4.6 DS has  delivered to SRE audited  financial  statements of DS dated
April 30, 2005 and interim  statements  (unaudited)  dated January 31, 2006. All
such statements,  herein  sometimes  called "DS Financial  Statements," are (and
will be) complete and correct in all material  respects  and,  together with the
notes to these financial  statements,  present fairly the financial position and
results of operations of DS for the periods indicated. All statements of DS will
have been prepared in accordance with generally accepted accounting principles. 

         4.7 Since the dates of the DS Financial Statements, there have not been
any  material  adverse  changes  in the  business  or  condition,  financial  or
otherwise,  of DS. DS does not have any  material  liabilities  or  obligations,
secured  or  unsecured  except as shown on the  updated  financials  of DS dated
January 31, 2006 (whether accrued, absolute, contingent or otherwise).          

         4.8 There are no legal proceedings or regulatory  proceedings involving
material claims pending,  or, to the knowledge of the officers of DS, threatened
against DS or affecting  any of its assets or  properties,  and DS is not in any
material  breach or violation of or default  under any contract or instrument to
which DS is a party,  and no event has occurred  which with the lapse of time or
action by a third party could  result in a material  breach or  violation  of or
default by DS under any contract or other  instrument  to which DS is a party or
by which they or any of their respective properties may be bound or affected, or
under their respective  Articles of  Incorporation  or Bylaws,  nor is there any
court or regulatory order pending, applicable to DS.                            

         4.9 DS shall not enter into or consummate any transactions prior to the
Effective  Date other than in the  ordinary  course of business  and will pay no
dividend,  or increase the  compensation of officers and will not enter into any
agreement or transaction  which would adversely  affect its financial  condition
except  pursuant  to the  proposed  minutes  of the  Board  of  Directors  of DS
presented herewith for approval by SRE.                                         

         4.10 The representations and warranties of DS shall be true and correct
as of the date hereof and as of the Effective Date.                             

         4.11 DS corporate books and records are true records of its actions. DS
will also deliver to SRE on or before the Closing  Date any reports  relating to
the  financial  and business  condition of DS which occur after the date of this
Agreement and any other  reports sent  generally to its  shareholders  after the
date of this Agreement.                                                         

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4.12  DS has no employee benefit plan in effect at this time  

         4.13  DS is  current  in  its  filing  obligations  under  the  federal
securities  laws.  No  report  filed  by DS with  the  Securities  and  Exchange
Commission  contains any untrue  statement of a material  fact or omits to state
any  material  fact  necessary  to make  such  representation  or  warranty  not
misleading, and all such reports comply as to form and substance in all material
respects with all applicable SEC requirements.                                  

         4.14 DS agrees that all rights to indemnification now existing in favor
of the employees, agents, directors or officers of SRE and its subsidiaries,  as
provided in the  Articles of  Incorporation  or Bylaws or otherwise in effect on
the date hereof shall survive the transactions contemplated hereby in accordance
with their terms, and DS expressly assumes such  indemnification  obligations of
SRE.                                                                            

 ARTICLE V

 Obligations of the Parties Pending the Effective Date

         5.1 At all times prior to the Effective  Date during  regular  business
hours, each party will permit the other to examine its books and records and the
books and  records  of its  subsidiaries  and will  furnish  copies  thereof  on
request.  It is recognized that, during the performance of this Agreement,  each
party may provide the other parties with  information  which is  confidential or
proprietary  information.  The recipient of such information  shall at all times
protect such  information  from  disclosure,  other than disclosure  required by
rule,  regulation,  or law,  other  than  to  members  of its own or  affiliated
organizations and its professional  advisers,  in the same manner as it protects
its own confidential or proprietary  information from  unauthorized  disclosure,
and not use such  information  to the  competitive  detriment of the  disclosing
party. In addition,  if this Agreement is terminated for any reason,  each party
shall  promptly  return or cause to be returned all  documents or other  written
records of such  confidential  or  proprietary  information,  together  with all
copies of such  writings and, in addition,  shall either  furnish or cause to be
furnished,  or shall destroy, or shall maintain with such standard of care as is
exercised with respect to its own confidential or proprietary  information,  all
copies of all documents or other written  records  developed or prepared by such
party  on  the  basis  of  such  confidential  or  proprietary  information.  No
information  shall  be  considered  confidential  or  proprietary  if it is  (a)
information  already in the possession of the party to whom  disclosure is made,
(b) information  acquired by the party to whom the disclosure is made from other
sources,  or (c)  information  in the public  domain or  generally  available to
interested  persons or which at a later date  passes  into the public  domain or
becomes available to the party to whom disclosure is made without any wrongdoing
by the party to whom the disclosure is made.                                    

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         5.2 DS and SRE shall promptly provide each other with information as to
any significant  developments  in the  performance of this Agreement,  and shall
promptly  notify  the  other if it  discovers  that any of its  representations,
warranties  and  covenants  contained  in  this  Agreement  or in  any  document
delivered  in  connection  with this  Agreement  was not true and correct in all
material respects or became untrue or incorrect in any material respect.        

         5.3 All parties to this Agreement  shall take all such action as may be
reasonably  necessary and  appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.  

ARTICLE VI

Procedure For Exchange

         6.1 At the  Closing  Date,  the  exchange  shall be  effected  within 4
business  days after  receipt by M. A.  Littman,  as attorney for DS, of the SRE
common stock certificates representing 100% of the issued and outstanding common
stock of SRE,  together  with the signed  Exchange  Agreements,  containing  the
information  necessary to issue the DS shares to the exchanging  shareholders of
SRE, by instructing the transfer agent of DS to issue the new  certificates  and
sending  the   certificates   of  DS  by  Federal   Express  to  the  exchanging
shareholders.                                                                   

 ARTICLE VII

 Conditions Precedent to the
Consummation of the Exchange

         The  following  are  conditions  precedent to the  consummation  of the
Agreement on or before the Effective Date:                                      

         7.1 SRE and DS  shall  have  performed  and  complied  with  all of its
respective  obligations  hereunder which are to be complied with or performed on
or before the  Effective  Date and DS and SRE shall  provide  one another at the
Closing with a certificate  to the effect that such party has performed  each of
the acts and  undertakings  required  to be  performed  by it on or  before  the
Closing Date pursuant to the terms of this Agreement.                           

         7.2 This Agreement,  the  transactions  contemplated  herein shall have
been duly and  validly  authorized,  approved  and  adopted,  at meetings of the
shareholders of SRE duly and properly called for such purpose in accordance with
the applicable laws.                                                            

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         7.3 No action,  suit or proceeding  shall have been instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.                                                          

         7.4 All actions,  proceedings,  instruments  and documents  required to
carry out this Agreement and the transactions  contemplated  hereby and the form
and  substance  of all legal  proceedings  and related  matters  shall have been
approved by counsel for SRE and DS.                                             

         7.5  The  representations  and  warranties  made  by SRE and DS in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the Closing Date.                                    

         7.6 Securities Laws  Compliance.  Each shareholder of SRE shall sign an
Exchange  Agreement  as  contained  on  Schedule A. It is  anticipated  that the
following SEC filings will need to be made as a result of the Plan and Agreement
and the exchange:  Forms 8-K, 8K12(g) 3, 13d and 13g, and appropriate amendments
to the  forms 8-k as may be  necessary  to  include  pro  forma  financials  and
consolidated financials.                                                        

         7.7 DS shall  furnish  SRE with a  certified  copy of a  resolution  or
resolutions  duly  adopted  by the  Board of  Directors  of DS,  approving  this
Agreement and the transactions contemplated by it.                              

ARTICLE VIII

 Termination and Abandonment

         8.1   Anything   contained   in   this   Agreement   to  the   contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Effective Date:                                                          

(a) By mutual consent of SRE and DS;        

                  (b) By SRE, or DS, if any  condition  set forth in Article VII
relating  to the other party has not been met by the  effective  date or has not
been waived in writing by the other party;                                      

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                  (c) By SRE,  or DS,  if any suit,  action or other  proceeding
shall be pending or threatened by the federal or a state  government  before any
court or  governmental  agency,  in which it is sought to restrain,  prohibit or
otherwise affect the consummation of the transactions contemplated hereby;      

                (d) By any party, if there is discovered any material error,
misstatement or omission in the representations and warranties of another party;

                  (e) By any party if the Agreement Effective Date is not within
30 days from the date hereof, or if the Closing Date passes without performance.

         8.2 Any of the terms or conditions  of this  Agreement may be waived in
writing at any time by the party which is entitled  to the benefit  thereof,  by
action taken by its Board of Directors provided; however, that such action shall
be taken only if, in the judgment of the Board of  Directors  taking the action,
such waiver will not have a materially  adverse effect on the benefits  intended
under this Agreement to the party waiving such term or condition.               

ARTICLE IX

 Termination of Representation and
 Warranties and Certain Agreements

         9.1 The respective representations and warranties of the parties hereto
shall expire  with,  and be  terminated  and  extinguished  four years after the
Effective  Date of the  Agreement;  provided,  however,  that the  covenants and
agreements of the parties hereto shall survive in accordance with their terms.  

 ARTICLE X

 Miscellaneous

         10.1 This Agreement  embodies the entire agreement between the parties,
and there have been and are no agreements,  representations  or warranties among
the parties other than those set forth herein or those provided for herein.     

         10.2 To  facilitate  the  execution  of this  Agreement,  any number of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.                                                  

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         10.3 All parties to this Agreement  agree that if it becomes  necessary
or desirable to execute further  instruments or to make such other assurances as
are deemed necessary,  the party requested to do so will use its best efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.                                              

         10.4  This  Agreement  may be  amended  upon  approval  of the Board of
Directors of each party provided that the shares issuable hereunder shall not be
amended without approval of the requisite shareholders of SRE.                  

         10.5  Any  notices,  requests,  or  other  communications  required  or
permitted  hereunder shall be delivered  personally or sent by overnight courier
service, fees prepaid, addressed as follows:                                    

To: Sun River Energy, Inc.:                                   

To:  Dynadapt Systems, Inc.:       7609 Ralston Road          
                        Arvada, CO 80002

or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.                                                                       

        10.6 No press release or public statement will be issued relating to the
transactions  contemplated  by this Agreement  without prior approval of SRE and
DS.  However,  either SRE or DS may issue at any time any press release or other
public  statement  it believes on the advice of its counsel it is  obligated  to
issue to avoid liability  under the law relating to  disclosures,  but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.                                                           

         10.7  The  Board  of  Directors  of  DS  shall  appoint  the  following
individuals  to the Board of Directors of DS concurrent  with the closing of the
transaction  contemplated in this agreement,  subject to compliance with Section
14f of the Securities Exchange Act of 1934 by mailing of Notice to shareholders:
A) Steve Weathers         
B) Robert Doak            
C) Tom Anderson           
D) David Surgnier         

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         10.8  Within  five  days  after  the  date  of  this   Agreement,   the
shareholders of SRE holding a total of 100% of the issued and outstanding shares
of SRE shall join this Agreement by execution of the signature  page hereon.  In
the event  this  provision  is not  complied  within  the time  specified,  this
Agreement and Plan of  Reorganization  shall be null and void and all agreements
terminated.                                                                     

       10.9 It is a condition of Closing under this  Agreement that DS shall
remain listed in good standing on the OTCBB as of Closing date.                 

         10.10 Sun River has  incurred  $200,000 in  consulting  fees to Jarrold
Bachmann and such will be paid  $150,000  upon closing of private  placement and
$50,000 in form of a promissory note due in 1 year.                             

         10.11 Dynadapt has incurred $200,000 in legal fees in achieving trading
status and completing this acquisition and such will be paid from cash raised by
Dynadapt in calendar 2006 and evidenced by a promissory note.                   

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         IN WITNESS  WHEREOF,  the  parties  have set their hands and seals this
____ day of _____________, 2004.                                                

                              Dynadapt Systems, Inc.

           By:
                                   President

                                       Attest:________________________
                                   Secretary

                              Sun River Energy, Inc.

           By:

                                   President

                                        Attest: ________________________
                                   Secretary

Sun River Energy, Inc. SHAREHOLDERS (by signature below or pursuant to execution
of the Exchange  Agreement and  Representations  incorporating this Agreement by
reference.)                                                                     

Signatures                 Please Print Names        # of Shares                

1______________________    ______________________    ________________           

2______________________    ______________________    ________________           

3______________________    ______________________    ________________           

4______________________    ______________________    ________________           

5______________________    ______________________    ________________

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	5/18/06
	4/30/06	3		10KSB, 10KSB/A, NT 10-K
	4/21/06	2
	4/17/06	7
	1/31/06	8		10QSB
	12/31/05	7
	4/30/05	8		10KSB, 10KSB/A
				List all Filings

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Filing Submission 0001072588-06-000174 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

New Mexico Energy, Inc. – ‘SC 13D’ on 5/18/06 re: Sun River Energy, Inc – EX-10.1

On: Thursday, 5/18/06, at 3:18pm ET · Accession #: 1072588-6-174 · File #: 5-81812

Previous ‘SC 13D’: None · Next: ‘SC 13D/A’ on 6/4/07 · Latest: ‘SC 13D/A’ on 8/24/10

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

EX-10.1 — Material Contract

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents