Exhibit 10.8
FORM OF
MEMORANDUM OF ASSIGNMENT
STATE OF TEXAS ss.
ss. KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF ______ ss.
This Memorandum of Assignment is made and entered into as of the 27th day
of April, 2011, by and between BARON ENERGY, INC., a Nevada corporation, whose
address is ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("ASSIGNOR"), and
BASELINE CAPITAL, INC., whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ ("ASSIGNEE").
Assignor has executed and delivered to Assignee an Assignment of Oil and
Gas Leases and ▇▇▇▇ of Sale dated of even date herewith (the "ASSIGNMENT")
conveying to Assignee a conditional after "Payout" interest in the oil and gas
leases and lands described on Exhibit "A" attached hereto and made a part hereof
and in the oil and gas leases and other oil and gas estates covering or
affecting the lands described on Exhibit "A" attached hereto, together with an
undivided interest in all personal property and equipment used or obtained in
connection with such leases and lands. "Payout" and the other conditions are
described in the Assignment and in that certain First Amended and Restated Loan
Agreement dated as of April 27, 2011 between Assignor and Assignee, as such Loan
Agreement may be amended, modified or restated from time to time.
Assignor and Assignee are executing this Memorandum for the purpose of
placing the same of record in ▇▇▇▇▇▇ County, Texas, and in order to constitute
constructive notice of the after Payout interest of Assignee in the above
referenced leases and lands.
This Memorandum replaces and supercedes that certain Memorandum of
Assignment between Permian Legend Petroleum LP, the predecessor in interest to
Assignor, and Assignee dated as of August 1, 2007 and filed as follows:
County Volume/Page Records
------ ----------- -------
[_____] County, Texas Volume [___], Page [ ] Official Public
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Memorandum is executed on the date of the
acknowledgements hereto, to be effective for all purposes as of the day, month
and year first hereinabove written.
ASSIGNOR:
BARON ENERGY, INC.
By:
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Name:
-----------------------------------
Title:
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ASSIGNEE:
BASELINE CAPITAL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President
STATE OF TEXAS ss.
COUNTY OF ___________ ss.
This instrument was acknowledged before me on this _____ day of
______________, 2011, by _____________________, _________________ of BARON
ENERGY, INC., a Nevada corporation, on behalf of said corporation.
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NOTARY PUBLIC - STATE OF TEXAS
STATE OF TEXAS ss.
COUNTY OF MIDLAND ss.
This instrument was acknowledged before me on this ____ day of
____________, 2011, by ▇▇▇▇ ▇. ▇▇▇▇▇▇, President of BASELINE CAPITAL, INC., a
Texas corporation, on behalf of said corporation.
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NOTARY PUBLIC - STATE OF TEXAS
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