Exhibit - Georgia Exploration, Inc. Form 10-QSB
Exhibit
- Georgia Exploration, Inc. Form 10-QSB
10.2
Agreement
between ▇▇▇▇▇▇▇ Resources LP and CodeAmerica Investments LLC effective February
1, 2006 for the purchase of 2,200 oil and gas lease acreage located in Clay
County, Kentucky.
▇▇▇▇▇▇
▇▇▇▇▇▇▇ PROSPECT
CLAY
COUNTY, KENTUCKY
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STATE
OF KENTUCKY
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}
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COUNTY
OF CLAY
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}
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This
Purchase and Sale Agreement (this “Agreement”) is entered into as of and
effective the 1st
day of
February, 2006 by and between:
PARTIES
TO AGREEMENT
| (1) |
CODEAMERICA
INVESTMENTS, LLC (“CodeAmerica”)
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(“SELLER”)
|
| (2) |
▇▇▇▇▇▇▇
RESOURCES LP (“▇▇▇▇▇▇▇”)
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇
(“PURCHASER”)
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WHEREAS:
| A. |
SELLER
owns the oil and gas lease described in Exhibit A (hereafter referred
to
as the “▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease” or “Lease”) with lease acreage of
approximately 2,200 gross acres (1,496 acres net), more or less located
in
Clay County, Kentucky;
|
| B. |
PURCHASER
desires to acquire SELLER’s interests in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease from
SELLER at a purchase price of US$ 150.00 per acre;
and
|
| C. |
SELLER
agrees to sell and assign its interests in Lease to PURCHASER, and
PURCHASER agrees to remit payment to SELLER for such purchase of
Lease,
upon PURCHASER’S completion of a public equity offering, expected to occur
during the 1st
quarter 2007 (the “Acquisition Payment”);
|
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and provisions herein contained, the receipt of which is hereby acknowledged
by
PURCHASER and by SELLER, the parties hereto agree each with the other as
follows:
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1
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ARTICLE
1 - DEFINITIONS
| a. |
Acquisition
Payment -
An amount equal to one hundred and fifty dollars (US$150.00) per
gross
acre (a total of US$ 330,000 ) to be paid by PURCHASER to SELLER
in
immediately available funds, to a bank account specified by SELLER,
upon
PURCHASER’S completion of a public equity offering, expected to occur
during the 1st
quarter 2007.
|
| b. |
Acquisition
Deposit -
An amount equal to fifteen thousand dollars (US$ 15,000) to be paid
by
PURCHASER to SELLER on or before September 15, 2006. Acquisition
Deposit
will be applied against the Acquisition Payment of US$330,000 at
such time
as PURCHASER remits the Acquisition Payment to SELLER. (I.e., PURCHASER’s
net remittance to SELLER is US$ 315,000 upon remittance of Acquisition
Payment.
|
| c. |
▇▇▇▇▇▇
▇▇▇▇▇▇▇ Lease Acreage (or Lease Acreage) -
The oil and gas lease acreage as described in Exhibit A to this Agreement.
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ARTICLE
II - ASSINGMENT ACREAGE
SELLER
represents that it owns the oil and gas lease described in Exhibit A, which
comprise approximately two thousand two hundred (2,200) acres gross and which
are located in Clay County, Kentucky. SELLER does not warrant title to the
Lease
Acreage, nor does SELLER make any representation with regard to any presence
or
lack of federal jurisdiction and/or regulation of the Lease Acreage, but SELLER
will, upon request, furnish to PURCHASER a copy of such title documents and
relevant papers concerning the Lease Acreage as SELLER has in its files,
including without limitation the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease itself. SELLER shall
have
no obligation to furnish to PURCHASER new or supplemental abstracts of title
or
to do any curative work in connection with the title to the Lease Acreage,
or in
connection with the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease or any other contracts affecting the
Lease Acreage, that are not already in SELLER’S files. PURCHASER shall furnish
to SELLER a copy of any title opinion covering the Lease Acreage, if such is
obtained or acquired by PURCHASER.
ARTICLE
III - LEASE ASSIGNMENT
Upon
PURCHASER’S remittance of Acquisition Payment to SELLER, SELLER shall execute
and deliver to PURCHASER a recordable assignment of: (a) one-hundred percent
(100%) working interest in and to the oil, gas and associated hydrocarbons
in
the Lease Acreage; and (b) an associated sixty-eight (68%) net revenue interest
in the Lease Acreage. A copy of the Assignment of Oil, Gas and Mineral Lease
to
be executed by SELLER and delivered to PURCHASER upon PURCHASER’S remittance of
the Acquisition Payment is provided in Exhibit C to this Agreement.
Such
assignment shall be made without any warranty whatsoever, either express or
implied, except by, through and under this Agreement. Such assignment shall
be
subject to the limitations, restrictions, terms, conditions, exceptions,
reservations and covenants set forth in this Agreement, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Lease
and all other instruments of record affecting the Lease Acreage. Upon
assignment, PURCHASER will solely be responsible for the payment of all costs
and capital expenditures necessary to drill and complete, or plug and abandon
▇▇▇▇▇ drilled by PURCHASER on Lease Acreage.
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ARTICLE
IV - DRILLING AND PLUGGING AND ABANDONMENT PROVISIONS
The
entire cost, risk and expense of drilling, testing, completing, interconnecting
and/or plugging and abandonment of any well drilled in the Lease Acreage shall
be borne exclusively by PURCHASER.
(i) Each
well
drilled and/or plugged and abandoned by PURCHASER shall be in compliance with
all applicable rules, orders, regulations and laws of state, local or federal
authorities, including without limitation environmental and pollution control
laws and regulations, and in accordance with generally accepted drilling
practices in the oil & gas industry.
(ii) PURCHASER
shall conduct all drilling and other operations on Lease Acreage in a good
and
workmanlike manner and as such drilling and other operations would be conducted
by a reasonably prudent operator, including adherence to all obligations and
notices provided for in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease.
(iii) PURCHASER
further agrees to fill in all pits which may be dug in connection with any
drilling operations of PURCHASER on Lease Acreage, and to restore the surface
of
the portions of the Lease Acreage where such drilling operations are conducted
as nearly as possible to their original condition.
(v) During
all drilling operations conducted, PURCHASER will exercise its best efforts
to
protect all fresh water sands by utilizing a cementing procedure that is
designed to ensure there will be no communication with and/or within fresh
water
sands, regardless of whether the applicable well is completed as a producing
well or is plugged and abandoned.
ARTICLE
V -
MINIMUM ROYALTY, DELAY RENTALS AND SHUT-IN PAYMENTS
PURCHASER
acknowledges and hereby agrees, from and after the date hereof and until
expiration of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease to pay annual minimum royalty amounts,
delay rentals, shut-in well payments and any other Lease payments, as and to
whom required, which may be due or which may come to be due under the terms
of
the Lease.
ARTICLE
VI - INDEMNITY
PURCHASER
shall defend, indemnify and hold SELLER, its representatives, officers,
directors, agents, employees and invitees harmless from and against any and
all
third party claims, liens, demands, costs, loss, liability, or damage suffered
by SELLER (including attorney’s fees, litigations costs and investigation
costs), arising out of PURCHASER’S operations, or operations conducted by
persons in a contractual relationship with PURCHASER, plugging and abandoning
any ▇▇▇▇▇, PURCHASER’S use and disposal of produced water, wastes or substances
associated with operations on the Lease Acreage. PURCHASER’S obligations under
this Article VI are continuing obligations that shall continue in effect and
that shall be enforceable by SELLER for a period of two (2) years after the
expiration of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lease.
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ARTICLE
VII - NOTICES
All
notices authorized or required by the terms of this Agreement shall be given
in
writing by personal delivery, express mail, facsimile or other delivery service,
return receipt requested and postage or charges prepaid, and addressed to the
party to whom the notice is given at the address listed below. The notice
required under any provision hereof shall be deemed given only when received
by
the party to whom such notice is directed, and the time for such party to give
any notice in response thereto shall run from the date the originating notice
is
received. A party shall be deemed to have received notice when such written
notice is delivered to the address of the party to be notified as stated below
(or as subsequently changed by proper notification) or to the facsimile of
such
party. Each party shall have the right to change its address at any time or
from
time to time by giving written notice thereof to the other party.
SELLER
CODEAMERICA
INVESTMENTS, LLC
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
▇▇.
▇▇▇▇▇▇ ▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax
:
(▇▇▇) ▇▇▇-▇▇▇▇
PURCHASER
▇▇▇▇▇▇▇
RESOURCES LP
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Registered
Agent
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Fax
:
(▇▇▇) ▇▇▇-▇▇▇▇
ARTICLE
VIII - GOVERNING LAW
This
Agreement shall be construed under and in accordance with the laws of the State
of Texas.
ARTICLE
IX
- MISCELLANEOUS
| (a) |
INDIVIDUAL
RESPONSIBILITIES
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The
duties, obligations, and liabilities of the parties hereto are intended to
be
severable and not joint or collective. This Agreement is not intended to create,
and shall not be construed to create an association or trust, a mining or other
partnership or association for profit, joint venture or agency relationship,
or
to render the parties liable for acts, either of commission or omission, of
any
parties hereto. Each party hereto shall be individually responsible for its
own
obligations as herein provided.
| (b) |
ASSIGNMENT
|
This
Agreement may be assigned by PURCHASER without consent of SELLER, so long as
the
party receiving assignment has the financial and technical capability and
capacity to perform and meet all obligations under this Agreement.
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| (c) |
EFFECT
OF AGREEMENT
|
This
Agreement and the Exhibits attached hereto and made a part hereof will inure
to
the benefit of and be binding upon the parties, their successors and assigns.
| (d) |
COUNTERPARTS
|
This
Agreement may be executed in multiple counterparts, each of which constitute
the
one and the same legal instrument.
| (e) |
HEADINGS
|
The
headings used in this Agreement and for convenience of reference only and shall
not be used for purposes of construing or interpreting this
Agreement.
| (f) |
ENTIRE
AGREEMENT
|
This
Agreement constitutes the complete and entire understanding between SELLER
and
PURCHASER with respect to the subject matter hereof, and supersedes any and
all
previous representations and agreements, whether oral or written, regarding
the
subject matter of this Agreement.
| (g) |
TIME
OF THE ESSENCE
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Time
shall be of the essence in the performance of the parties’ obligations under
this Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective
as
the 1st
day of
February 2006 the day and year first above written.
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SELLER
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PURCHASER
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CODEAMERICA
INVESTMENTS, LLC
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▇▇▇▇▇▇▇
RESOURCES
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By:
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/
s / W. ▇▇▇▇▇▇ ▇▇▇
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By:
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/
s / Don ▇▇▇▇▇▇
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▇▇.
▇▇▇▇▇▇ ▇▇▇
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▇▇▇
▇. ▇▇▇▇▇▇
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Chairman
and CEO
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Director
& CFO
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EXHIBIT
“A” TO
PURCHASE
AND SALE AGREEMENT DATED FEBRUARY 1, 2006
CODEAMERICA
INVESTMENTS, LLC (“SELLER”), and
▇▇▇▇▇▇▇
RESOURCES LP (“PURCHASER”)
▇▇▇▇▇▇
▇▇▇▇▇▇▇ PROSPECT
CLAY
COUNTY, KENTUCKY
OIL
AND GAS LEASE SUBJECT TO AGREEMENT:
| 1. |
Oil
and Gas Lease between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. as Lessor, and CodeAmerica
Investments, LLC, as Lessee, dated July 15, 2005.
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Lease
covers 2,200 acres of land, more or less, of record in Deed Book 192 Page 602,
records of the Clay County Clerk’s office which is primarily oil and gas rights
but not to include surface rights for most of the property. The location of
said
2,200 acres of land, more or less, is estimated as depicted on plat marketed
Exhibit “B” attached hereto and made a part hereof.
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EXHIBIT
“B” TO
PURCAHSE
AND SALE AGREEMENT DATED FEBRUARY 1, 2006
CODEAMERICA
INVESTMENTS, LLC (“SELLER”), and
▇▇▇▇▇▇▇
RESOURCES LP (“PURCHASER”)
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EXHIBIT
“C” TO
PURCHASE
AND SALE AGREEMENT DATED FEBRAURY 1, 2006
CODEAMERICA
INVESTMENTS, LLC (“SELLER”), and
▇▇▇▇▇▇▇
RESOURCES LP (“PURCHASER”)
ASSIGNMENT
OF OIL, GAS AND MINERAL LEASE
▇▇▇▇▇▇
▇▇▇▇▇▇▇ PROSPECT
CLAY
COUNTY, KENTUCKY
THE
STATE OF KENTUCKY §
COUNTY
OF CLAY §
This
ASSIGNMENT OF OIL GAS AND MINERAL LEASE made effective this 1st
day of
February, 2006, by and between CODEAMERICA INVESTMENTS, LLC, with
offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, hereinafter called “Assignor”, and ▇▇▇▇▇▇▇ RESOURCES LP with offices at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, hereinafter called “Assignee”,
WITNESSETH:
ASSIGNMENT.
For and in consideration of the sum of Ten Dollars ($10.00) and other good
and
valuable consideration herein paid by Assignee, the receipt and sufficiency
of
which is hereby acknowledged, Assignor, subject to any reservations and
conditions hereinafter set out, hereby ASSIGNS AND TRANSFERS unto Assignee
the
following described oil, gas and mineral lease, and the oil, gas and mineral
leasehold estate created there-under, affecting lands in Clay County, Kentucky,
to wit.
1.
Oil
and Gas Lease between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇., as Lessor and CodeAmerica Investments
LLC, as Lessee recorded in Deed Book 192, Page 602, of the Official Records
of
Clay County, Kentucky.
TO
HAVE
AND TO HOLD the above described oil, gas and mineral lease and the oil, gas
and
mineral estate created thereby, insofar as it covers the said tracts of land,
unto the said Assignee, together with all and singular, the rights and
appurtenances thereto in anywise belonging, forever; and Assignor does not
bind
itself, its heirs, administrators, executors and assigns, to the extent
hereafter indicated, to WARRANT and FOREVER DEFEND all and singular the said
oil, gas and mineral lease and the oil, gas and mineral leasehold estate created
thereby. This Assignment covers the said tracts of land, unto the said Assignee,
his heirs and assigns, against every person whomsoever claiming or to claim
the
same or any part thereof (except as to any reservation hereinafter contained)
by
through and under Assignor, but not otherwise, and to the extent that the
assignment herein made transfers and assigns a 100% working interest and an
associated 68% net revenue interest (68% of
8/8 of
all the oil, gas and other minerals that may be produced and saved from the
lands covered by the oil, gas and mineral lease assigned herein
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8
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Without
limitation or expansion of the foregoing special warranty of title, Assignor
warrants that:
(1)
The
net oil, gas and mineral leasehold estate herein conveyed (after deduction
of
royalty, overriding royalty, and other royalty) is a Sixty-Eight Percent (68%)
net revenue interest;
(2)
That
all rentals and royalties currently payable under the leases have been
paid;
(3)
That
the lease is in full force and effect, and is valid and subsisting oil, gas
and
mineral lease against the said tracts of land; and
(4)
That
Assignor has the corporate right and authority to sell and convey the same.
IN
WITNESS WHEREOF, this Assignment of Oil, Gas and Mineral Leases is EXECUTED
effective this ____ day of ___________ 200__.
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CodeAmerica
Investments, LLC
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“Assignor”
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ACKNOWLEDGEMENTS
This
instrument was executed and acknowledged before me on this _____ day
of
_______by:
Wm.
▇▇▇▇▇▇ ▇▇▇, Chairman and CEO, CodeAmerica Investments, LLC.
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