AGREEMENT FOR SALE, ASSIGIIMENT AND RELEASE OF INTERESTS AGREEMENT #2:
EXHIBIT 10.2
AGREEMENT
FOR SALE, ASSIGIIMENT AND RELEASE OF INTERESTS
AGREEMENT
#2:
"Cookie"
Well SE/4 of Section 25, Townshi.p 16 North, Range 1 East
This
Agreement for Sale, Assignment and Release of Interests (this "Agreement") is
entered into as of this 29th day
of December 2008, by and among Xtreme Oil & Gas, Inc.
("XTOG"), a Washington
corporation; and its
wholly-owned
subsidiary, Xtreme Operating
Ltd. Co., ("XOLC")
an Oklahoma limited liability
company, which XOLC was f/k/a Go Operating Company, Ltd. Co., (both of which
XTOG and XOLC are collectively,
"XTREME"), each of which has, as its business address, 0000 Xxxx Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxx, Xxxxx 00000 and, Golden Phoenix Recovery, L.L.C., an
Oklahoma limited liability company, ("GPR") which GPR was a/k/a GPR, LLC or
Golden Phoenix Recovery, L.L.C. d/b/a GPR, LLC; Xxxxxxx Property Development
Ltd. ("MPDL"), an Oklahoma corporation, which MPDL was f/k/a Access Operating
Company, Inc.; Xxxxxxx Operating Company, ("MOP"), an Oklahoma corporation; BJS
Revocable Trust u/a/d 3/10/02 (the BJS Trust"), a family trust; South Kensington
Ltd. Co., ("SKLC"), an Oklahoma limited liability company; and JMEKS, Inc.,
("JMEKS"), an Oklahoma corporation (which GPR, MPDL, MOP, the BJS Trust, SKLC
and JMEKS are collectively referred to as the "Assignors"), each of which
Assignors has, as its business address, 00000 X Xxxx, Xxxxx #000, Xxxxxxxx Xxxx,
XX 00000.
This
Agreement is made with reference to the following facts:
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A.
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XTREME
and Assignors are engaged in the oil and gas exploration, drilling,
extraction and operations business;
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B.
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XTREME
previously entered into certain agreements with XOLC (before acquiring
this entity), as well as GO Energy Corp. Inc. ("GEC"), an Oklahoma
corporation acting on behalf of one or more of Assignors and/or affiliates
of Assignors under an agreement captioned "Exploration, Development, and
Production Agreement for Xxxxxxx Properties" dated as of February 13, 2008
(the "EDP Agreement") by which EDP Agreement, the Assignors agreed to
convey certain interests to XTREME;
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C.
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XTREME
and Assignors desire to resolve each and all claims and differences and
disputes regarding the performance under the EDP Agreement including but
not limited to the retained interests and all compensation, differences
and claims relating to the assets referenced herein by this
Agreement;
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D.
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The
Assignors have been paid and acknowledge receipt for, as of the date of
this Agreement, under the EDP Agreement, a total of approximately
$130,000, the receipt and sufficiency of which is hereby acknowledged,
thereby paying in full, the amount due of $30,000 for the property
commonly known as the "Cookie Well" (as hereinbelow identified), which
only the Cookie Well is the subject of this Agreement with the balance
allocated pursuant to a separate agreement for other properties including
but not limited to the properties commonly known as the "Winston Well,"
the "Lionheart Well," both in Xxxxx County and the "Oil Creek Well" in
XxXxxxx County, all in Oklahoma;
and
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E.
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The
parties hereto desire to complete the assignment and, in connection
therewith, desire that the Assignors release all interests and claims to
the subject property.
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NOW,
THEREFORE, in consideration of the premises and the covenants, agreements to
assign and releases herein contained and other good and valuable consideration,
the receipt and sufficiency of which is acknowledged by all of the parties
hereto, THE PARTIES HERETO AGREE AS FOLLOWS:
1.
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CONFIRMATION OF TERMS
OF ACQUISITION. XTREME had agreed to acquire the well referenced in
the EDP Agreement as the "Cookie" well and described as the property in
the SE/4 of Section 25, Township 16 North, Range 1 East and also known as
the Cookie's Xxxxxxx 25-0-2 well (referred to herein as the "Cookie
Well"). The assignment provided under the EDP Agreement but not yet made
by Assignors was for an 80% working interest in the Cookie Well for stock
and cash to be paid of which the Assignors acknowledge, prior to the date
hereof, the receipt of One Hundred Fifty Thousand (150,000) shares of
common stock of XTOG by Assignors and $30,000 previously paid by XTREME to
GEC : therefore, it is agreed and acknowledged by all of the Assignors
that all payments of stock and cash due for the Cookie Well as referenced
in the EDP Agreement has been paid in
full.
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2.
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ADDITIONAL WORKING
INTEREST ACQUISITION. XTREME now agrees to acquire the balance of
the working interest in the Cookie Well and the Assignors, jointly and
severally, shall sell to XTREME the balance of the working interest in the
Cookie Well and include same in the contemplated assignment due under the
EDP Agreement such that XTREME shall own 100% of the working interests in
the Cookie Xxxxx based on a 75% (seventy-five percent) Net Revenue
Interest.
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3.
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ADDITIONAL ASSETS
TRANSFERRED. Assignors agree to sell and assign and by this
Agreement (constituting a "xxxx of sale"), do sell and assign and XTREME
agrees that it will acquire title and assume and liability for the
following with the indicated values agreed upon for purposes of assessing
a replacement value or insured
value:
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Item
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Replacement
Value
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Wellbore
to 5,100 ft. and surface Well Head
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$ | 650,000 | ||
Well
bore site gas separator
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$ | 12,000 | ||
Tank
pad gas separator
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$ | 12,000 | ||
Tank
pad oil separator
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$ | 8,000 | ||
Two
Oil tanks 300 bbl
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$ | 18,500 | ||
Xxxx
cable approx 3/4
mile to 3x 37.5 transformers
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$ | 3,500 | ||
3/4
mile 4" poly pipe to disposal well laid
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$ | 18,000 | ||
1/2
mile 3" poly pipe to gas pig laid
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$ | 15,000 | ||
Mobile
propane tank
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$ | 250 |
4.
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CONSIDERATION:
XTREME has agreed to deliver and now confirms that the following
entities shall receive One Hundred Thousand Shares of common stock of
XTREME (the "Stock") which shall be the full consideration and payment in
full for the "Additional Working Interests" to be conveyed which, together
with interests to be conveyed pursuant to the EDP Agreement, shall result
in XTREME owning 100% (all) of the working interests in the Cookie
Well:
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E Xxxx Xxxxxxxxx | 25,000 shares |
Xxx Xxxxxx | 50,000 shares |
The BJS Trust | 25,000 shares |
5.
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POST-DELIVERY
OBLIGATIONS OF THE PARTIES. XTREME agrees that it is
responsible for obtaining any new leases or pooling or ratification, at
its cost to complete the leasing of the entire quarter-section for 100% of
the working interest based on a 75% (seventy-five percent) Net Revenue
Interest (the "Working Interest") and any title opinion it deems
necessary. The Assignors acknowledge receipt of the $30,000 cash which,
pursuant to the EDP Agreement, was due and is now agreed to have been paid
and, upon issuance of the shares specified in paragraph 4 above, therefore
confirm that they have no rights to the Working Interest and release all
claims and interest to same. Therefore, except as provided herein, XTREME
has no further obligation to any of the Assignors. It is understood by
XTREME that the Cookie Well has been off line due to shut in from a 3rd
Party litigation from S19-0-1 SWD Disposal Well. The Assignors will cause
to be reinstated and in good standing all entities which are the Assignors
to insure the effectiveness of the assignments, releases and agreements as
provided herein.
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6.
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ASSIGNMENT.
Assignors agree and, by execution and delivery of this Agreement
and the Assignment, all, jointly and severally transfer, release and
assign all of their right, title and interest in and to the Cookie Well
including any and all mineral rights and the Working Interest owned by all
Assignors and/or their affiliates. To the extent that an "Assignor" (one
of the Assignors) does not appear in the chain of title, such Assignor
agrees that this conveyance shall be construed as a quit-claim conveyance
and such Assignor does quitclaim, release and remise all of its right
title and interest in and to the Cookie Well, all of the mineral rights
appertaining thereto and the Working Interest but each Assignor agrees
that, in the event required by XTREME, its auditors or counsel, it will
execute and deliver for recording a quit-claim assignment or a release of
its interests to effectuate the assignment and release contemplated in
this Agreement.
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7.
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RETAINED
OWNERSHIP TO BE ASSIGNED BACK. XTREME acknowledges that
the
BJS Trust shall retain, and, therefore, following the assignment or in
conjunction therewith, shall receive the balance of the, Net Revenue
Interest greater than the Seventy-Five (75%) Percent conveyed to XTREME as
the Working Interest less any Net Revenue Interest held by another owner
as an over-riding royalty interest or mineral rights royalty interest,
which retained interest shall be assigned or reserved as an "Over-riding
Royalty Interest." Assignor has previously agreed to convey a percentage
of the Over-riding Royalty Interest assigned or retained as provided
herein to affiliates of XTREME. XTREME shall not be responsible for
division or allocation of this "ORRI" to Assignor and
others.
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8.
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REPRESENTATIONS
AND WARRANTEES. Each Assignor does affirm, represent and warrant to
XTREME as follows: (1) that
he, she or it has
been duly authorized and properly constituted and empowered to
execute this Agreement and convey the rights, title and interests conveyed
herein and
the party signing on
behalf of such Assignor is duly authorized and empowered to execute
and deliver same of such Assignor's behalf; (2) that this Agreement is
binding upon each Assignor; (3) that Assignor has not otherwise sold,
hypothecated, transferred or assigned any part of the right, title or
interest to the Well after assignment, except to another party to this
Agreement who is bound hereby; (4) that Assignor has not contracted for,
agreed to or become obligated to sell, hypothecate, transfer or assign all
or any part of the right, title or interest to the Well after the date of
the this Agreement; (5) that Assignor has not permitted nor suffered to
occur any debt or lien or claim to arise or attach to any right, title or
interest to the Cookie Well held by such Assignor; (6) no Assignor or
affiliate of Assignor has retained or attempted to retain any interest in
the Cookie Well except as provided herein (all such contrary provisions or
attempts to the contrary being declared by Assignors to be null and void);
(7) that Xxxxx Xxxxxxxx is fully empowered and acting as a the sole
managing member for GPR and SKLC able to execute and deliver the
Assignment and bind these two Assignors conveying the interest described
therein; and (8) no Assignor will accept or attempt to obtain any leased
mineral interest or working interest in the section in which the Cookie
Well is situated.
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9.
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COMPLIANCE
WITH STATE LAWS. In the event that any language or revision is
necessary to incorporate any warning, advisory, notice or other reference
to conform with the state laws of any jurisdiction governing this
Agreement, each party agrees to execute, immediately upon notice of such
requirement, an amendment or a restated version of this Agreement provided
that only such any warning, advisory, notice or other reference to conform
with the state laws shall be
added.
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10.
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ENTIRE
AGREEMENT. This Agreement embodies the entire understanding among
the parties and merges all prior communications among them. Any amendment
hereof must be in writing and signed by all of the parties hereto. Any
provision hereof may only be waived in writing signed by the party
entitled to waive such provision. All covenants and agreements contained
in this Agreement by or on behalf of any of the parties hereto shall bind
and inure to the benefit of the parties and their respective controlling
persons and his, her or its respective heirs, personal representatives,
successors, and assigns, whether so expressed or not. No party to this
Agreement may, however, assign his rights hereunder or delegate his
obligations hereunder to any other person or entity without the express
prior written consent of the other parties hereto. The section headings
contained in this Agreement are inserted as a matter of convenience and
shall not be considered in interpreting or construing this Agreement. In
the event that any party must resort to legal action, the prevailing party
will
be entitled to reimbursement from the non-prevailing party for all
reasonable attorneys' fees and other costs. Each party will execute and
deliver such further documents and take such other actions as may be
necessary or appropriate to consummate the transactions contemplated
hereby. This Agreement will
be governed in accordance with the laws of the State of
Texas.
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11.
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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. A facsimile
signature by any party on a counterpart of this Agreement shall be binding
and effective for all
purposes.
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12.
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MISCELLANEOUS.
Each party shall have the right of specific performance and time is
of the essence as to performance of each of the terms hereof. All notices,
requests, consents, and other communications under this Agreement shall be
in writing and shall be mailed by registered or certified mail, postage
prepaid, or delivered personally to the address written above or to such
other address of which the addressee shall have notified the sender in
writing. Notices mailed in accordance with this section shall be deemed
given when mailed. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of the
remaining provisions.
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(signatures
on the following page; balance of this page left blank)
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
Xtreme Oil & Gas, Inc. | ||
By: | /s/ Will XxXxxxxx III | |
Xxxxxxx X. XxXxxxxx, CEO | ||
Golden Phoenix Recovery, L.L.C., an Oklahoma limited liability company | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Xxxxx Xxxxxxxx, Managing Member | ||
GPR, LLC, an Oklahoma limited liability company | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Xxxxx Xxxxxxxx, Managing Member | ||
Xxxxxxx Property Development Ltd., an Oklahoma corporation | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Xxxxx Xxxxxxxx, president | ||
Xxxxxxx Operating Company, an Oklahoma corporation | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Xxxxx Xxxxxxxx, president | ||
BJS Revocable Trust u/a/d3/10/01, a family trust | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Xxxxx Xxxxxxxx, trustee | ||
South Kensington Ltd. Co., an Oklahoma limited liability company | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Xxxxx Xxxxxxxx, Managing Member | ||
JMEKS, Inc,. Oklahoma corporation | ||
By: | /s/ Xxxxx Xxxxxxxx | |
Xxxxx Xxxxxxxx, president |
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Schedule
A to"Cookie" Agreement
Filing
doc Page 1 of 4
Assignment
of Oil and Gas Leases
with
Reservation of Overriding Royalty,
KNOWN ALL MEN BY THESE
PRESENTS:
That
Golden Phoenix Recovery, L.L.C., an Oklahoma Corporation, ("GPR, L.L.C."), and
South Kensington Ltd. Co., ("South"), an Oklahoma limited liability company
(collectively Assignors) both of 00000 X Xxxx, Xxxxx #000, Xxxxxxxx Xxxx, XX
00000 (hereinafter called "Assignors"), for and in consideration of the sum of
Ten Dollars ($10.00) paid and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the Assignors, do assign,
transfer, sell and convey by this Oil and Gas Assignment Leases with Reservation
of Overriding Royalty, subject to the terms hereof, 100% (all) of the working
interests, being a seventy-five (75%) percent net revenue interest (the
"Assigned Interest") of such oil and gas leases and oil and gas leasehold
interests, (the "Leases") duly recorded thereby, covering the following land in
Xxxxx County, State of Oklahoma as more fully described on Exhibit "A" but being
referenced as :
SUBJECT
ACREAGE : The SE/4 of Section 25, Township 16 North, Range 1 East Xxxxx County
Oklahoma
Assignors
have provided no opinion as to title to the Assigned Interests. Assignor makes
no declaration of existing liens, encumbrances and adverse claims except those
created by or suffered by Assignors to have been created or as duly filed during
the ownership by Assignors. No warranty is made that the rentals and royalties
due under any of the leases have been paid or that all conditions necessary to
keep the same in full force have been duly performed. .
Assignor
hereby reserves an overriding royalty interest in the Leases equal to the excess
interests remaining after assignment of the Assigned Interest, less the existing
leasehold burdens, including lessor royalty interests, in and to all oil, gas,
casinghead gas, condensate and other hydrocarbons produced, insofar and only
insofar as said oil, gas, casinghead gas, condensate and other hydrocarbons are
sold and/or saved from the Leases and other interests described herein, it being
the intent herein to convey only a 75% net revenue interest in the Leases and
other interests. The interests retained are an overriding royalty interest and
therefore, Assignee's interest are subject to the obligation to carry Assignor
as to the drilling and completion costs on any well drilled. and the overriding
royalty interest retained as provided herein shall be free and clear of and from
any and all costs and expenses of developing, operation, producing and
marketing, but shall bear its proportionate part of all gross production,
severance and other taxes which may be assessed or levied against said
overriding royalty interest or the production attributable thereto. Nothing
contained herein shall impose on Assignor any covenant, duty or obligation to
develop or operate the properties covered by the Leases other than as required
by the Leases nor to maintain the Leases in effect by the payment of delay
rentals. In the event Assignor owns less than the entire and undivided leasehold
estate the Leases, or any of them, the overriding royalty interest herein
assigned shall be reduced in the proportion which the leasehold interest owned
by Assignor bear to the entire and undivided oil, gas and mineral estate
described therein. The overriding royalty interest herein assigned shall attach
and apply to all extensions and renewals of the Leases as attached
in Exhibit A, and will continue while these leases or subsequent leases are held
by production, or held by shut in payments or other payments.
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Filing
doc Page 2 of 4
Executed
this 29th
day of December,
2008.
ASSIGNORS:
Golden Phoenix Recovery, L.L.C. | |
/s/ Xxxxx Xxxxxxxx | |
By: Xxxxx Xxxxxxxx, Managing Member | |
South Kensington, Ltd, Co. | |
/s/ Xxxxx Xxxxxxxx | |
By: Xxxxx Xxxxxxxx, Managing Member |
STATE OF OKLAHOMA | ) |
) SS. | |
COUNTY OF XXXXX | ) |
Before
me, the undersigned, a Notary Public, in and for said County and State on
this 28th day of December, 2008,
personally appeared Xxxxx Xxxxxxxx, as Golden Phoenix Recovery, L.L.C.. and
Managing Member of South
Kensington Ltd. Co., personally known to me to be the identical person who
subscribed the name of the makers thereof to the foregoing instrument and
acknowledged to me that he executed the same as his free and voluntary act and
deed and as the free and voluntary act and deed of each of Golden Phoenix
Recovery, L.L.C.. and South Kensington Ltd. Co. for the uses and purposes
therein set forth.
Given
under my hand and seal of office the day and year last above
written.
My
Commission Expires: 4/27/10
/s/ Sou Kongvongsay | |
Notary Public |
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Filing
doc Page 3 of 4
Exhibit.
A
Any and
all interests pooled, cured or acquired wad purchased by payment of the pooled
lease interest rates under and by Order Attached to and made a part thereto to
that certain Assignment of Working Interest and Overriding Royalty Interest with
under Pooling Order No. 503718 being all interests in The SE/4 of Section 25,
Township 16 North, Range 1 East for the following Mineral Owners
Xxxxxxx
X Xxxxxxx Xx and Xxxxxxx X Xxxxxxx Trustees of the Peppers Joint
Revocable Trust
Xxxxxxx X Xxxxxxx III
Xxxxx
Xxxxx
Lease No. 1 | |
Dated: | Oct 25th 2004 |
Lessor: | Xxxxxxx X. Xxxxxxx |
Lessee: | GPR X.XX. |
Description: | The W/2 of the XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx, Xxxxxxxx |
Recorded: | Book 1822/Page: 465 - 467 |
Lease No. 2 | |
Dated: | Oct 18th 2004 |
Lessor: | Xxxxxx X. Xxxx and Xxxxxx Xxxx, Husband and Wife |
Lessee: | GPR L.L.C. |
Description: | The E/2 of the XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx, Xxxxxxxx |
Recorded: | Book 1822/Page: 438 - 440 |
Lease No. 3 | |
Dated: | Oct 8th 2004 |
Lessor: | Xxxxx Xxxxxx Xxxxx |
Lessee: | GPR L.L.C. |
Description: | The E/2 of the XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx, Xxxxxxxx |
Recorded: | Book 1822/Page: 441 - 443 |
Lease No. 4 | |
Dated: | Oct 8th 2004 |
Lessor: | Xxxxx Xxx Xxxxx |
Lessee: | GPR L.L.C. |
Description: | The E/2 and the W/2 of the XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx, Xxxxxxxx |
Recorded: | Book 1822/Page: 444 - 446 |
Lease No. 5 | |
Dated: | Oct 12th 2004 |
Lessor: | Xxxxx X. Xxxxxxxxxx life tenant, Xxxxx Xxx Xxxxxxxxxx & Xxxxxx X. Xxxx, XX Remaindermen |
Lessee: | GPR L.L.C. |
Description: | The E/2 of the XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx, Xxxxxxxx |
Recorded: | Book 1822/Page: 447 - 449 |
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Filing
doc Page 4 of 4
Lease No. 6 | |
Dated: | Oct 7th 2004 |
Lessor: | Xxxxx Xxx Xxxxx |
Lessee: | GPR L.L.C. |
Description: | The E/2 of the XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx, Xxxxxxxx |
Recorded: | Book 1822/Page: 450 - 452 |
Lease No. 7 | |
Dated: | Oct 8th 2004 |
Lessor: | XxXxxxxx Family Trust |
Lessee: | GPR L.L.C. |
Description: | The E/2 of the XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx, Xxxxxxxx |
Recorded: |
Book
1822/Page: 453- 455
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