DEED OF ASSIGNMENT Regional Studies Agreement Areas I, II, III and IV
Exhibit 10.4
DEED OF
ASSIGNMENT
Regional
Studies Agreement Areas I, II, III and IV
This
Assignment is made and entered into as of March 12, 2010, between Upland Oil and
Gas LLC Sucursal del Peru (“Upland”), as assignor, and Gulf United Energy del
Peru Ltd. (“Gulf”), as assignee.
WHEREAS,
on February 28, 2008, PeruPetro S.A. and Petron Resources S.A. and Upland
Oil and Gas LLC Sucursal del Peru entered into Regional Studies Agreement (the
“TEA Agreement”) covering Areas I, II, III and IV (“TEA Areas”);
WHEREAS,
capitalized terms used, but not defined, in this Assignment have the meanings
ascribed to them in the TEA Agreement;
WHEREAS,
Upland holds one hundred percent (100%) of the rights and obligations of the
Company under the TEA Agreement (subject only to overriding royalty interest of
1% of gross revenues from the TEA Areas assigned to HTX Capital, LLC pursuant to
that certain Override Agreement by and between Upland and HTX Capital, LLC dated
the 20th day of January, 2010) (“TEA Override”);
WHEREAS,
Upland desires to assign to Gulf, and Gulf desires to accept, an undivided
thirty percent (35%) of Upland’s rights and obligations under the TEA
Agreement.
NOW
THEREFORE, in consideration of the mutual covenants herein:
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1.
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Upland
hereby assigns to Gulf, and Gulf hereby accepts from Upland, an undivided
thirty-five percent (35%) interest in the rights and obligations of the
Company under the TEA Agreement, subject only to a proportionate part of
the TEA Override (said interest is hereinafter referred to as the
“Assigned Interest”).
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2.
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Gulf
hereby assumes all obligations with respect to the Assigned Interest
arising after the date hereof.
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3.
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Upland
will continue being the Operator under the TEA Agreement.
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4.
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This
Assignment shall be effective as from the date first set forth
above.
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5.
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This
Assignment shall be governed by and interpreted in accordance with the
laws of the State of Texas, United States of America except to the extent
laws of any other jurisdiction are mandatorily
applicable.
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TO HAVE
AND TO HOLD the Assigned Interest together with all rights, hereditaments and
appurtenances thereto belonging, unto Gulf, its successors and assigns forever,
and Upland does hereby bind itself and its successors to warrant and forever
defend the Assigned Interest unto Gulf, its successors and assigns against every
person whomsoever lawfully claiming or to claim the same.
This
Assignment is subject to that certain Participation Agreement by and between
Upland and Gulf dated the 12th day of March, 2010 (the
“Agreement”). Any assignment of this Assignment or the Assigned
Interests transferred herein, in whole or in part (and any subsequent
assignments), will be subject to the terms and conditions of the Agreement, the
License Agreement, and the TEA JOA to be entered into pursuant to Clause 2.7 of
the Agreement, specifically including, without limitation, the default
provisions set forth in Clause 2.8 of the Agreement.
[Signature
page follows.]
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IN
WITNESS WHEREOF, Upland and Gulf have caused this Assignment to be signed by
their respective, duly authorized representatives as of the date first above
written.
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Upland
Oil and Gas LLC
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Upland
Oil and Gas LLC Sucursal de Peru
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Gulf
United Energy del Peru Ltd.
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Date:
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Date:
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