ASSIGNMENT, QUIT CLAIM AND RELEASE
EXHIBIT
9.01
Sierra
Resource Group, Inc. (“Assignor”) and Sierra Asset Holdings LLC (“Assignee”)
agree as follows:
1. Assignment. For
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor does hereby grant, bargain, sell, assign, transfer,
convey and quit claim unto the Assignee all of Assignor's right, title and
interest of whatsoever nature or kind in and to the lands and leases described
herein in and to the lands lying in the States of Kansas and
Louisiana.
It is the specific intent of the
Assignor to assign and convey all of Assignor's right, title, and interest in
and to the leasehold estate in the leases and Lands to the Assignee in
consideration of the cancellation of that certain promissory note for $29,500,
with accrued interest, dated April 30, 2008 pursuant to the release provisions
of paragraph 2.
The
leases and interests are described as follows:
A. (i) The
Working Interest and Net Revenue Interest in the Snapper #2 Well transfered to
Assignee:
|
Interest
Holder
|
Working
Interest
|
Net
Revenue Interest
|
|
Assignor
|
0.04%
|
0.03%
|
(ii) The balance of the
Working Interest and Net Revenue Interest in the Snapper #2 Well is allocated to
each participant in the well as follows:
1
|
Interest
Holder
|
Working
Interest
|
Net
Revenue Interest
|
|
Natural
Gas and Oil & “Choice” Development Fund 1, LP
|
3.75%
|
2.625%
|
|
Team
Resources, Inc.
|
1.50%
|
1.05 %
|
|
Cypress
Drilling, LLC, ▇▇.▇▇.
|
91.00%
|
63.70 %
|
|
Crestwood
Energy
|
2.00%
|
1.40 %
|
|
Others
|
1.75%
|
1.225%
|
|
Snapper
Lease Landowner
|
0.00%
|
30.00 %
|
|
Total
|
100.00%
|
100.00%
|
B. (i) The
Working Interest and Net Revenue Interest in the ▇▇▇▇▇ A #2, ▇▇▇▇▇▇▇▇ #2,
Assignee and ▇▇▇▇▇ #2 ▇▇▇▇▇ transferred to Assignee:
|
Interest
Holder
|
Working
Interest
|
Net
Revenue Interest
|
|
Assignor
|
035%
|
0.03 %
|
(i) The Working Interest and
Net Revenue Interest in the ▇▇▇▇▇ A #2, ▇▇▇▇▇▇▇▇▇ #2, and ▇▇▇▇▇ #2 ▇▇▇▇▇ is
allocated to each participant in the ▇▇▇▇▇ as follows:
|
Interest
Holder
|
Working
Interest
|
Net Revenue
Interest
|
|
Natural
Gas and Oil & “Choice” Development Fund 1, LP
|
35.00%
|
26.25%
|
|
Team
Resources, Inc.
|
11.25%
|
8.4375%
|
|
Indian
Oil Company
|
18.75%
|
14.0625%
|
|
Crestwood
Energy
|
10.00%
|
7.50%
|
|
Others
|
25.00%
|
18.75%
|
|
▇▇▇▇▇,
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Lease Landowners
|
0.00%
|
25.00 %
|
|
Total
|
100.00%
|
100.00 %
|
2. Assignor
Release. After giving effect to the assignment of Paragraph 1
hereof, in consideration of this and the other provision of this Agreement,
Assignor, for itself and for its officers and directors, does hereby forever
release and discharge Assignee and its managers and members jointly and
severally, from any and all claims, demands, controversies, actions, causes of
action, obligations, liabilities, costs, expenses, attorney’s fees, and damages
of whatsoever character, nature, known or unknown, suspected or unsuspected from
the beginning of time to the date hereof.
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3. Assignee
Release. After giving effect to the assignment of Paragraph 1
hereof, in consideration of this and the other provision of this Agreement,
Assignee, for itself and for its mangers and members, does hereby forever
release and discharge Assignee and its officers and directors from any and all
claims, demands, controversies, actions, causes of action, obligations,
liabilities, costs, expenses, attorney’s fees, and damages of whatsoever
character, nature, known or unknown, suspected or unsuspected from the beginning
of time to the date hereof.
4. Unknown
Claims. It is the intention of the parties to the provisions
of paragraphs 2 and 3 hereto, that the foregoing losses, claims, liabilities and
demands of whatsoever character, nature and kind, known or unknown, suspected or
unsuspected, hereinabove, specified are to be barred; and in furtherance of this
intention, the parties, and each of them, expressly waive any and all rights and
benefits conferred upon them in a release that (i) does not cover or include
unknown claims and/or (ii) in common law provides substantially as
follows:
“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor.”
The
parties, and each of them, have acknowledged that they have separately bargained
for the foregoing waiver of the unknown claims and the common law recited
above. The parties, and each of them, expressly consent that this
release shall be given in full force and effect in accord with each and all of
the expressed terms and provisions, including those terms and provisions
relating to any other claims, demands and causes of action whether specified or
not specified.
5. Partial
Invalidity. If any term of provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be effected
thereby, and each such term and provision of this Agreement shall be valid and
be enforced to the fullest extent permitted by law.
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6. Waiver. No
waiver of any breach of any covenant or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof, or of any other
covenant or provision herein contained. No extension of time for
performance of any obligation or act shall be deemed an extension of the time
for performance of any other obligation or act.
7. Successors and
Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the permitted successors and assigns of the parties
hereto. The foregoing is a continuing release and indemnity and shall
be effective to the full extent of the same without and regardless to any claims
for set off or other such matter, and all claims for set-off, counter-claim,
damage, compensation, or other matters are hereby specifically waived and
discharged by any party.
8. Professional
Fees. In the event of the bringing of any action or suit by a
part hereto against another party hereunder by reason of any breach of any of
the covenants, agreements or provision on the part of the other party arising
out of this Agreement, then in that event the prevailing party shall be entitled
to have and recover of and from the other party all costs and expenses of the
action or suit, including actual attorneys’ fees, accounting fees, and any other
professional fees resulting therefrom.
9. Entire
Agreement. This Agreement is the final expression of, and
contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect
thereto. This Agreement may not be modified, changed, supplemented or
terminated, nor may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by his agent duly authorized in
writing or as otherwise expressly permitted herein. The parties do
not intend to confer any benefit hereunder on any person, firm or corporation
other than the parties hereto.
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10. Construction. Heading
at the beginning of each paragraph and subparagraph are solely for the
convenience of the parties and are not a part of the
Agreement. Whenever required by the context of this Agreement, the
singular shall include the plural and the masculine shall include the
feminine. This Agreement shall not be construed as if it had been
prepared by one of the parties, but rather as if both parties had prepared the
same. Unless otherwise indicated, all references to paragraphs and
subparagraphs are to this Agreement. In the event the date on which
any party is required to take any action under the terms of this Agreement is
not a business day, the action shall be taken on the next succeeding
day.
11. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be an
original and all of which taken together shall constitute one
instrument.
12. Governing
Law. The parties hereto expressly agree that this Agreement
shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State of Nevada.
Executed
this 8th day of March, 2010.
ASSIGNOR:
SIERRA RESOURCE GROUP, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
ASSIGNEE:
SIERRA ASSET HOLDINGS LLC
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
___________________________________
▇▇▇▇ ▇. ▇▇▇▇▇
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