EXHIBIT 10.1
AGREEMENT TO PURCHASE OIL AND GAS LEASES
THIS AGREEMENT ("the Agreement"), dated the 25th, of June, 2008, is made by and
among Xxxxx Xxxxxxxxxx, an individual (hereinafter "Xxxxxxxxxx" or "Seller"),
CH4 Energy, Inc., a Nevada corporation, (hereinafter "CH4") and CH4 Energy, LLC,
an Oklahoma limited liability company (hereinafter "Subsidiary"), (collectively
hereinafter "the Parties").
WHEREAS, Xxxxxxxxxx is the beneficial owner of certain oil and gas leases which
are particularly described in Exhibit 1 attached hereto ("the Leases") located
in Section 13 Township 11 North, Range 11 East, Okfuskee County, Oklahoma; and
Sections 2, 3, 4, 5, 6, 8, 9, 10, 11, 12, 15, 16, 17, 18, 19, 20, 21, 22, 26,
27, 28, 34 and 36 Township 11 North, Range 12 East, Okmulgee County, Oklahoma
(hereinafter referred to as "the Prospect"), and
WHEREAS, the Leases are currently held in trust by Frontier Land, Inc.
("Frontier") for the benefit of Xxxxxxxxxx (the "Beneficial Owner"); and
WHEREAS, Xxxxxxxxxx wishes to convey 100% of his right, title and interest in
the Leases to CH4 Energy, LLC upon the terms and conditions set forth herein;
and
WHEREAS, CH4 Energy, LLC is a wholly owned subsidiary of CH4 Energy, Inc.; and
WHEREAS, CH4 Energy, Inc. and CH4 Energy, LLC wish to purchase said leases upon
the terms and conditions set forth herein;
NOW THEREFORE in consideration of the mutual covenants and other agreements
contained in this Agreement, the Parties hereby agree as follows;
I) PURCHASE OF LEASE INTERESTS
Xxxxxxxxxx does hereby sell, assign, transfer, and convey to Subsidiary all
of Xxxxxxxxxx' right, title, and interest in the Leases.
II) CONSIDERATION
In consideration for the Leases, CH4 and Subsidiary agree to reimburse
Xxxxxxxxxx the total Prospect costs as charged by Frontier up to May 31,
2008 in the sum of $521,500 (the "Consideration") to be delivered to
Xxxxxxxxxx on or before June 25, 2008 ("the "Closing") as follows:
A. CH4 shall issue to Xxxxxxxxxx 2,538,000 (post reverse split (1))
shares of CH4's common stock, which shall have an agreed value of
$63,450; and
B. CH4 shall issue a note payable to Xxxxxxxxxx in the amount of the
difference between the Consideration and $63,450, such amount
currently estimated at $458,050, payable upon demand and bearing an
interest rate of 9.5% per annum as described fully in Promissory Note
1, attached hereto as Exhibit 2. Promissory Note 1 shall be secured by
the Leases.
----------
1. On June 17, 2008, the Company's Directors approved a 1:25 reverse stock
split ("Reverse Split") of the Company's Common Stock. A Majority of the
Stockholders approved the Reverse Stock Split by written consent in lieu of
a meeting on June 17, 2008 in accordance with the Nevada General
Corporation Law.
III) SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants as follows:
A. Seller makes no warranty of title with respect to the land covered by
the Prospect Leases.
B. The rights and interest conveyed to the Subsidiary by this instrument
are free and clear of all liens, charges, and encumbrances created by
Seller;
C. The Leases are held in the name of Frontier as trustee for the benefit
of Seller.
D. Seller has the right to make the transfer and conveyance effectuated
by this instrument;
E. No default or defaults have been declared under the Leases; and
F. The Leases are in good standing and in full force and effect.
IV) CH4'S WARRANTIES
CH4 represents and warrants as follows:
A. CH4 is a corporation duly organized and validly existing and in good
standing under the laws of the State of Nevada. It has all requisite
corporate power and authority to carry on its business as now being
conducted, to enter into this Agreement and to carry out and perform
the terms and provisions of this Agreement;
B. The execution, delivery and performance of this Agreement by CH4 will
not (i) result in a violation of the CH4's Articles of Incorporation
or the By-laws or (ii) conflict with or constitute a default (or an
event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which the CH4 is a party;
C. Xx. Xxxxx Xxxxxx is the duly elected and serving President of CH4 and
has been duly empowered to execute this Agreement, and any amendments
and notifications hereby, by and on behalf of CH4.
D. All corporate action required to be taken by CH4 to enter into this
Agreement has been taken.
V) SUBSIDIARY'S XXXXXXXXXX
XX0, LLC represents and warrants as follows:
A. CH4 Energy, LLC is a limited liability company duly organized and
validly existing and in good standing under the laws of the State of
Oklahoma. It has all requisite corporate power and authority to carry
on its business as now being conducted, to enter into this Agreement
and to carry out and perform the terms and provisions of this
Agreement;
B. CH4 Energy, LLC is a wholly owned subsidiary of CH4;
C. The execution, delivery and performance of this Agreement by the
Subsidiary will not (i) result in a violation of the Subsidiary's
Articles of Incorporation or the By-laws or (ii) conflict with or
constitute a default (or an event which with notice or lapse of time
or both would become a default) under, or give to others any rights of
2
termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Subsidiary is a party;
D. Xx. Xxxxx Xxxxxx is the duly elected and serving President of the
Subsidiary and has been duly empowered to execute this Agreement, and
any amendments and notifications hereby, by and on behalf of the
Subsidiary.
E. All corporate action required to be taken by the Subsidiary to enter
into this Agreement has been taken.
VI) ONGOING OBLIGATIONS TO FRONTIER FOR ADDITIONAL LEASES
CH4 and the Subsidiary undertake to pay all outstanding costs and fees of
Frontier and all future costs and fees of Frontier relating both to the
Prospect and to the acquisition of leases within the Prospect by Frontier.
To assist finance this obligation, Xxxxxxxxxx is providing CH4 an interim
loan of $116,000. CH4 shall execute a Promissory Note for the repayment of
the $116,000. The Promissory Note shall be: secured by the Leases, payable
upon demand and bear an interest rate of 9.5% per annum as described fully
in Promissory Note 2, attached hereto as Exhibit 3.
VII) FURTHER ASSURANCES
Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the
purposes of the Agreement and the consummation of the transactions
contemplated hereby.
VIII) NOTICES
All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), or (b)
when received by the addressee, if sent by a nationally recognized
overnight delivery service (receipt requested), in each case to the
appropriate addresses set forth below (or to such other addresses as a
party may designate by notice to the other parties):
To the Seller: Xxxxx Xxxxxxxxxx
Xxxxxxxxxxxxx 0
0000 Xxxxxx
Xxxxxxxxxxx
To CH4 Energy, Inc: CH4 Energy, Inc.
0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxx 000
Xxx Xxxxx, XX 00000
000-000-0000
With a Courtesy Copy to: Xxxxx Xxxxxxx
Batcher & Xxxxxxx, LLP
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, Xxxxxxxxxx, 00000
000-000-0000
000-000-0000
To CH4 Energy, LLC: CH4 Energy, LLC
0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxx 000
Xxx Xxxxx, XX 00000
000-000-0000
3
With a Courtesy Copy to: Xxxxx Xxxxxxx
Batcher & Xxxxxxx, LLP
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxx, Xxxxxxxxxx, 00000
000-000-0000
000-000-0000
Any Party may change its address for the purpose of this paragraph by
giving written notice of that change to the other Party in the manner
provided in this paragraph.
IX) ATTORNEY'S FEES
Should any litigation be commenced between the parties to the Agreement,
the prevailing party in that litigation shall be entitled, in addition to
such other relief as may be granted, to a reasonable sum as attorney's fees
in the litigation, which shall be determined by the court in the litigation
or in a separate action brought for that purpose.
X) BINDING ON HEIRS
All of the terms and provisions of this instrument shall inure to the
benefit of and shall be binding on the heirs, executors, administrators,
representatives, successors, and assigns of each of the parties to the
Agreement.
XI) SOLE AND ONLY AGREEMENT
This Agreement constitutes the sole and only agreement between the Parties
respecting the sale and purchase of Seller's rights under the Leases, and
correctly sets forth the obligations of the Parties to each other as of its
date. Any agreements or representations respecting the Agreement not
expressly set forth in this instrument are null and void.
XII) SEVERABILITY
If any provision of the Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of the Agreement will
remain in full force and effect. Any provision of the Agreement held
invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.
XIII) COUNTERPARTS AND FACSIMILE SIGNATURES
The Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy of the Agreement and all of which,
when taken together, will be deemed to constitute one and the same
agreement. Facsimile signatures are acceptable and deemed original
signatures.
4
IN WITNESS WHEREOF, the Parties have caused the Agreement to be duly executed as
of the date first written above.
SELLER:
By: /s/ Xxxxx Xxxxxxxxxx
-------------------------------------
Xxxxx Xxxxxxxxxx
CH4 ENERGY, INC.
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx, President
CH4 ENERGY, LLC
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx, President
5
EXHIBIT 1
LEASES
PAGE 1 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-011E,13
LOVE FAMILY TRUST, XXXXX XXXX 1 9/10/07 9/10/10 3/16ths
XXXXXXX TRUST, XXXXXXX XXXXX 1 9/10/07 9/10/10 3/16ths
LOVE TRUST, XXXX F 1 9/10/07 9/10/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 2 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,02
XXXXX TRUST, XXXXX & XXXX 1.1 12/4/07 12/4/10 3/16ths
XXXXX TRUST, X.XXXXX 1.1 12/4/07 12/4/10 3/16ths
XXXXX TRUST, XXXXX & XXXX 1.2 12/4/07 12/4/10 3/16ths
XXXXX TRUST, X.XXXXX 1.2 12/4/07 12/4/10 3/16ths
XXXX, XXXXX XXXXXX 2 12/15/07 12/15/10 3/16ths
XXXXXX, XXXX R 2 12/13/07 12/13/10 3/16ths
XXXXXX III, XXXXXXX XXXXXXX 2 12/18/07 12/18/10 3/16ths
XXXXX, XXXXXXXXX XXXXXX 2 12/15/07 12/15/10 3/16ths
XXXXX, XXXXXXX XXXXXX 2 12/15/07 12/15/10 3/16ths
XXXXX, XXXXX XXX XXXXXX 2 12/13/07 12/13/10 3/16ths
XXXXXX LAND COMPANY, LLC 3 02/13/08 02/13/11 3/16ths
XXXXX FAMILY TRUST 3 02/12/08 02/12/11 3/16ths
XXXXX TRUST, XXXXX X. & XXXX 3 02/12/08 02/12/11 3/16ths
XXXXXXX, XXXXXXXX
XXXXXX 3 12/23/07 12/23/10 3/16ths
XXXXXXXX, XXXXXXXXX XXXXXXX 5 04/11/08 04/11/11 3/16ths
XXXX, XXXXXX F 11 01/04/08 01/04/11 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 3 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,03
XXXXXX, XXXXXXXX XXX XXXXXXXX 1 08/23/07 08/23/10 3/16ths
XXXXXX, XXXXXXXX XXX XXXXXXXX 1 08/23/07 08/23/10 3/16ths
XXXXX, XXXXXXX XXXXXX 2 08/23/07 08/23/10 3/16ths
XXXX, XXXXX XXXXXX 2 08/23/07 08/23/10 3/16ths
XXXXXXXXX, XXXXXXX P 2 09/09/07 09/09/10 3/16ths
XXXX, XXXXX E 2 08/31/07 08/31/10 3/16ths
XXXXX, XXXXXXXXX XXXXXX 2 08/23/07 08/23/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 4 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,04
XXXXXXX TRUST, XXXXXXX XXXXX 1 09/10/07 09/10/10 3/16ths
LOVE TRUST, XXXX F 1 09/10/07 09/10/10 3/16ths
LOVE FAMILY TRUST, XXXXX XXXX 1 09/10/07 09/10/10 3/16ths
XXXXX, XXXXX 2 08/20/07 08/20/10 3/16ths
PINE PROPERTIES, INC 2 01/17/08 01/17/10 3/16ths
BLACKBIRD TRUST, DAISY 4 04/07/08 04/07/10 3/16ths
FIRST UNITED PRESBYTERIAN CHURCH 4 10/04/07 10/04/10 3/16ths
BLACKBIRD TRUST, DAISY 5 04/07/08 04/07/10 3/16ths
XXXX, XXXXXXX XXXXX 5 04/07/08 04/07/10 3/16ths
XXXX, XXXXXXX XXXXXX 5 04/07/08 04/07/10 3/16ths
FIRST UNITED PRESBYTERIAN CHURCH 5 10/04/07 10/04/10 3/16ths
XXXXX, XXXXXXXX XXXXX 5 04/07/08 04/07/10 3/16ths
XXXXX, XXX XXXXXX 5 04/07/08 04/07/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 5 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,05
XXXXXX, XXXXX XXXXXXXX 1 09/17/07 09/17/10 3/16ths
XXXXXXXXX, XXXXX 1 10/11/07 10/11/10 3/16ths
XXXXXX, XXXX M 1 08/20/07 08/20/10 3/16ths
XXXXX, XXXXX XXXXXXXXX 1 09/20/07 09/20/10 3/16ths
XXXXXX, XXXX R 1 08/20/07 08/20/10 3/16ths
XXXXX, XXXXXXX C 1 09/20/07 09/20/10 3/16ths
XXXXXX, XXXXXXX XXX 1 09/18/07 09/18/10 3/16ths
XXXXX MINERALS 2 09/07/07 09/07/10 3/16ths
XXXXXXXXX, XXXXXXX P 2 08/31/07 08/31/10 3/16ths
XXXX, XXXXX E 2 08/31/07 08/31/10 3/16ths
COUNTRY VIOLET, LLC 2 01/01/08 01/01/11 3/16ths
BADGER ROYALTY COMPANY 3 01/31/08 01/31/11 3/16ths
DANGOTT TRUST, XXXXX XXXXXX 3 01/31/08 01/31/11 3/16ths
DANGOTT TRUST, XXXXX XXXX 3 01/31/08 01/31/11 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 6 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,06
CARDINAL ROYALTY COMPANY, LLC 1 09/09/07 09/09/10 3/16ths
TWIN RIVERS, INC 1 10/01/07 10/01/10 3/16ths
XXXXX TRUST, XXXXX R 1 11/19/07 11/19/10 3/16ths
XXXXX TRUST, J BRYCE 1 11/19/07 11/19/10 3/16ths
XXXXXX, XXXXX A 1 02/04/08 02/04/11 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 7 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,08
XXXXXX, XXXXXXX M 10 11/7/07 11/7/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 8 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,09
XXXXX TRUST, XXXXX & XXXX 1 10/18/07 10/18/10 3/16ths
XXXXX TRUST, BRYCE 1 10/18/07 10/18/10 3/16ths
XXXXX TRUST, XXXXX & XXXX 2 10/18/07 10/18/10 3/16ths
XXXXX TRUST, BRYCE 2 10/18/07 10/18/10 3/16ths
XXXXXX, XXXXX XXXX 3 02/01/08 02/01/11 3/16ths
XXXXX MINERALS 7 09/07/07 09/07/10 3/16ths
XXXXX MINERALS 8 09/07/07 09/07/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 9 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,10
XXXXXXXXX, XXXXX JO 1 10/26/07 10/26/10 3/16ths
XXXXXX, XXXXXXX XXXXXXX 1 10/11/07 10/11/10 3/16ths
XXXXX TRUST, XXXX XXXX 1 10/24/07 10/24/10 3/16ths
XXXXXXX, XXXX XXX XXXXXXXXXX 1 10/16/07 10/16/10 3/16ths
XXXXXX, XXXXXX 1 10/26/07 10/26/10 3/16ths
XXXXX, XXXXXXX XXXXXXX 1 10/02/07 10/02/10 3/16ths
XXXXXXX TRUST, JAN K 1 10/12/07 10/12/10 3/16ths
XXXXX TRUST, XXXXX R 2 10/18/07 10/18/10 3/16ths
XXXXX TRUST, X. XXXXX 2 10/18/07 10/18/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 10 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,11
EPISCOPAL, ROYALTY COMPANY 1 12/03/07 12/03/10 3/16ths
XXXXX TRUST, XXXXX R 1 11/19/07 11/19/10 3/16ths
XXXXX TRUST, X. XXXXX 1 11/19/07 11/19/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 11 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,12
XXXXX TRUST, XXXXX & XXXX 1 12/04/07 12/04/10 3/16ths
XXXXX TRUST, X. XXXXX 1 12/04/07 12/04/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 12 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,15
CITY OF XXXXXXX, OKLAHOMA 3 02/09/07 02/09/10 3/16ths
MUSKOGEE GENERAL HOSPITAL 3 01/09/08 01/09/11 3/16ths
XXXXXXXX, XXXXX 8 01/25/08 01/25/11 3/16ths
XXXXXX, XXXXXXX A 8 01/25/08 01/25/11 3/16ths
XXXXXXXXXX, XXXXX XXXXX 8 01/25/08 01/25/11 3/16ths
PREFONTAINE, XXX XXXXXX 11 01/13/08 01/13/11 3/16ths
XXXXXXXX, XXX XXXXXX 11 12/03/07 12/03/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 13 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,16
XXXXX, XXXXXXX 1 03/27/07 03/27/10 3/16ths
XXXXX, XXX XXXXXXX 1 12/29/06 12/29/09 3/16ths
XXXXXXX, XXXXX 1 03/30/07 03/30/10 3/16ths
XXXXX TRUST, XXXXX X. & XXXX 1 10/18/07 10/18/10 3/16ths
XXXXX TRUST, X. XXXXX 1 10/18/07 10/18/10 3/16ths
XXXXXX TRUST, J.J 2 04/03/07 04/03/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 14 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,17
XXXXXXXXX, XXX XXXXX 1 03/14/08 03/14/11 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 15 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,18
XXXXXXXXX, XXXXXXX XXXXXX 1 02/01/08 02/01/11 3/16ths
XXXXXXX, XXXX 1 12/14/07 12/14/10 3/16ths
XXXXXXX, XXXXXX RAY 1 12/05/07 12/05/10 3/16ths
XXXXX, XXXXXXX XXXX 1 12/05/07 12/05/10 3/16ths
XXXX, XXX 1 12/05/07 12/05/10 3/16ths
XXXXXXX, XXXXX XXXXX 1 01/05/08 01/05/11 3/16ths
XXXX, XXXXXX 5 01/09/08 01/09/11 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 16 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,19
XXXXX TRUST, XXXXX R 1 11/19/07 11/19/10 3/16ths
XXXXX TRUST, X. XXXXX 1 11/19/07 11/19/10 3/16ths
XXXXX TRUST, XXXXX R 2 11/19/07 11/19/10 3/16ths
XXXXX TRUST, X. XXXXX 2 11/19/07 11/19/10 3/16ths
XXXXX MINERALS 2 09/07/07 09/07/10 3/16ths
TWIN RIVERS, INC 3.1 11/01/07 11/01/10 3/16ths
CARDINAL ROYALTY COMPANY, LLC 3.1 12/20/07 12/20/10 3/16ths
XXXXX TRUST, XXXXX XXX 3.1 12/03/07 12/03/10 3/16ths
XXXXX TRUST, XXXXX R 3.1 11/19/07 11/19/10 3/16ths
XXXXX, XXXXXXXX XXX 3.1 12/03/07 12/03/10 3/16ths
TWIN RIVERS, INC 3.2 11/01/07 11/01/10 3/16ths
CARDINAL ROYALTY COMPANY, LLC 3.2 12/20/07 12/20/10 3/16ths
XXXXX TRUST, XXXXX XXX 3.2 12/03/07 12/03/10 3/16ths
XXXXX TRUST, XXXXX R 3.2 11/19/07 11/19/10 3/16ths
XXXXX, XXXXXXXX XXX 3.2 12/03/07 12/03/10 3/16ths
KERSHAW TRUST, XXXXX XXXX 4 10/31/07 10/31/10 1/4th
KERSHAW TRUST, XXXX E 4 10/31/07 10/31/10 3/16ths
XXXXX TRUST, XXXXX R 4 11/19/07 11/19/10 3/16ths
XXXXX TRUST, X. XXXXX 4 11/19/07 11/19/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 17 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,20
XXXXX TRUST, XXXXX XXX 1 12/03/07 12/03/10 3/16ths
XXXXX TRUST, XXXXX & XXXX 1 10/18/07 10/18/10 3/16ths
XXXXX, XXXXXXXX XXX 1 12/03/07 12/03/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 18 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,21
XXXXXX, XXXXXX 1 01/26/07 01/26/10 3/16ths
XXXXXX-XXXX, XXXX 1 01/26/07 01/26/10 3/16ths
XXXXX, XXXXXXX 1 11/13/06 11/13/09 3/16ths
XXXXX, XXXXXXX 1 11/13/06 11/13/09 3/16ths
VASSILOPOULOS FAMILY TRUST, 1 10/11/06 10/11/09 3/16ths
WOOLLEY, F.B 1 10/02/06 10/02/09 3/16ths
XXXXXX, XXXX 1 09/22/06 09/22/09 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 19 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,22
XXXXXX, XXXXXX 10 02/22/07 02/22/10 3/16ths
XXXXXXXXX, XXXXXXXXXXX V 10 10/12/06 10/12/06 3/16ths
XXXXXX, XXXXXX 11 02/22/07 02/22/10 3/16ths
SPELIGENE TRUST, XXXXXXX P 11 10/12/06 10/12/06 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 20 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,26
AMERCAN EXCHANGE BANK 1 12/15/07 12/15/10 3/16ths
XXXXX TRUST, XXXXX X. & XXXX 1 10/18/07 10/18/10 3/16ths
XXXXX TRUST, X. XXXXX 1 10/18/07 10/18/10 3/16ths
XXXXX TRUST, XXXXX X. & XXXX 3 10/18/07 10/18/10 3/16ths
XXXXX TRUST, X. XXXXX 3 10/18/07 10/18/10 3/16ths
XXXXXXX, XXXXX XXX 4 10/09/07 10/09/10 3/16ths
XXXXXXX, XXXXX XXX 5 10/09/07 10/09/10 3/16ths
XXXX, XXXXX M 6 10/17/07 10/17/10 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 21 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,27
XXXXXXX TRUST, XXXXXXX XXXXX 1 01/22/07 01/22/10 3/16ths
LOVE TRUST, XXXX F 1 01/22/07 01/22/10 3/16ths
LOVE FAMILY TRUST, XXXXX 1 01/19/07 01/19/10 3/16ths
XXXXXXX, XXXXXXXX 5 09/27/06 09/27/09 3/16ths
XXXXXX TRUST, LA JUNTA 5 12/13/06 12/13/09 3/16ths
XXXXXX, XXXXX BRENE 5 01/12/07 01/12/10 3/16ths
XXXXXX, XXX C 5 01/11/07 01/11/10 3/16ths
XXXXXXX, XXXXXXXX 6 09/27/06 09/27/09 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 22 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,28
XXXXXX, XXXXX XXXXXXXX 2 01/17/07 01/17/10 3/16ths
XXXXXXXX, XXXX E 2 02/02/07 02/02/10 3/16ths
XXXXXXXX, XXXXXXX E 2 01/03/07 01/03/10 3/16ths
XXXXXXX, XXXXXX S 2 12/15/06 12/15/09 3/16ths
XXXXXXX, XXXXXXXX 2 01/10/07 01/10/10 3/16ths
XXXX FAMILY TRUST, 2 12/15/06 12/15/09 3/16ths
XXXX, XXXXX X 2 12/15/06 12/15/09 3/16ths
XXXXXXXX TRUST, 3 02/14/07 02/14/10 3/16ths
XXXXXX, XXXXX XXXXXXXX 3 01/17/07 01/17/10 3/16ths
XXXXXXXX, XXXX E 3 02/02/07 02/02/10 3/16ths
XXXXXXXX, XXXXXXX E 3 01/03/07 01/03/10 3/16ths
XXXXXXX, XXXXXX S 3 12/15/06 12/15/09 3/16ths
XXXXXXX, XXXXXXXX 3 01/10/07 01/10/10 3/16ths
XXXX FAMILY TRUST, 3 12/15/06 12/15/09 3/16ths
XXXX, XXXXX X 3 12/15/06 12/15/09 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 23 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,34
XX XXXXXXX TRUST 1 05/31/08 05/31/11 3/16ths
EXHIBIT 1, CONT.
LEASES
PAGE 24 OF 24
Tract Lease
Lessor Number Date Expires Royalty
------ ------ ---- ------- -------
011N-012E,36
XXXXXXXXX-OKLAHOMA TRUST, P 1.1 01/31/08 01/31/11 3/16ths
XXXXXXXXX-OKLAHOMA TRUST, P 1.2 01/31/08 01/31/11 3/16ths
XXXXX, XXXXXX X 9 02/06/08 02/06/11 3/16ths
EXHIBIT 2
PROMISSORY NOTE - 1
This Promissory Note ("Note") is made on this 25th day of June, 2008, by and
between CH4 Energy, Inc., a Nevada corporation ("CH4" or "Borrower"), CH4
Energy, LLC, an Oklahoma limited liability company ("Subsidiary), and Xxxxx
Xxxxxxxxxx, an individual ("Xxxxxxxxxx" or "Holder") (collectively hereinafter
the "Parties") in return for valuable consideration received CH4 promises to pay
to Xxxxx Xxxxxxxxxx the sum of Four Hundred Fifty-Eight Thousand and Fifty
Dollars ($458,050), together with interest thereon at the rate of nine and one
half percent (9.5%) per annum under the following terms and conditions:
1. PAYABLE ON DEMAND. The entire unpaid principal and accrued interest
thereon, if any, shall become immediately due and payable on demand by
the Holder of this Note.
2. SECURITY. CH4 and the Subsidiary agree that the total amount of this
Note, less the amount of any payments to Xxxxxxxxxx, shall be secured
by the Subsidiary's interest in Oil and Gas Lease Interests acquired
as a result of the Agreement to Purchase Oil and Gas Lease Interests
dated June 25, 2008 between the Parties.
3. LATE FEES. In the event that a payment due under this Note is not made
within twenty (20) days of the Demand for Payment, the Borrower shall
pay an additional late fee in the amount of $[AMOUNT].
4. PLACE OF PAYMENT. All payments due under this note shall be made at
[address or bank wiring info for Xxxxx], or at such other place as the
holder of this Note may designate in writing.
5. PREPAYMENT. This Note may be prepaid in whole or in part at any time
without premium or penalty. All prepayments shall first be applied to
interest, and then to principal payments in the order of their
maturity.
6. DEFAULT. In the event of default, CH4 agrees to pay all costs and
expenses incurred by the Lender, including all reasonable attorney
fees (including both hourly and contingent attorney fees as permitted
by law) for the collection of this Note upon default, and including
reasonable collection charges (including, where consistent with
industry practices, a collection charge set as a percentage of the
outstanding balance of this Note) should collection be referred to a
collection agency.
7. ACCELERATION OF DEBT. In the event that CH4 or Subsidiary seek relief
under the Bankruptcy Code, or suffers an involuntary petition in
bankruptcy or receivership not vacated within thirty (30) days, the
entire balance of this Note and any interest accrued thereon shall be
immediately due and payable, without presentment, demand, protest or
any notice of any kind, all of which are hereby expressly waived by
the Borrower.
8. MODIFICATION. No modification or waiver of any of the terms of this
Agreement shall be allowed unless by written agreement signed by both
parties. No waiver of any breach or default hereunder shall be deemed
a waiver of any subsequent breach or default of the same or similar
nature.
9. TRANSFER OF THE NOTE. CH4 and Subsidiary hereby waive any notice of
the transfer of this Note by the Lender or by any subsequent holder of
this Note. CH4 and Subsidiary agree to remain bound by the terms of
this Note subsequent to any transfer, and agree that the terms of this
Note may be fully enforced by any subsequent holder of this Note.
10. SEVERABILITY OF PROVISIONS. In the event that any portion of this Note
is deemed unenforceable, all other provisions of this Note shall
remain in full force and effect.
11. CHOICE OF LAW. This Promissory Note shall be governed by, and
construed in accordance with, the laws of State of Nevada. The
Borrower hereby consents to the jurisdiction of any court of the State
of Nevada, or any U.S. District Court within the State of Nevada in
any action or proceeding arising out of or relating to this Promissory
Note, agrees that all claims in respect of any such action or
proceeding may be heard and determined in such court and waives the
defense of inconvenient forum to the maintenance of any such action or
proceeding.
IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be executed
and delivered by its duly authorized officer, as of the day and year and at the
place first above written.
BORROWER:
CH4 ENERGY, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx, President
CH4 ENERGY, LLC
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx, President
EXHIBIT 3
PROMISSORY NOTE - 2
This Promissory Note ("Note") is made on this 25th day of June, 2008, by and
between CH4 Energy, Inc., a Nevada corporation ("CH4" or "Borrower"), CH4
Energy, LLC, an Oklahoma limited liability company ("Subsidiary), and Xxxxx
Xxxxxxxxxx, an individual ("Xxxxxxxxxx" or "Holder") (collectively hereinafter
the "Parties") in return for valuable consideration received CH4 promises to pay
to Xxxxx Xxxxxxxxxx the sum of One Hundred Sixteenth Thousand and no/100 Dollars
($116,000), together with interest thereon at the rate of nine and one half
percent (9.5%) per annum under the following terms and conditions:
1. PAYABLE ON DEMAND. The entire unpaid principal and accrued interest
thereon, if any, shall become immediately due and payable on demand by
the Holder of this Note.
2. SECURITY. CH4 and the Subsidiary agree that the total amount of this
Note, less the amount of any payments to Xxxxxxxxxx, shall be secured
by the Subsidiary's interest in Oil and Gas Lease Interests acquired
as a result of the Agreement to Purchase Oil and Gas Lease Interests
dated June 25, 2008 between the Parties.
3. LATE FEES. In the event that a payment due under this Note is not made
within twenty (20) days of the Demand for Payment, the Borrower shall
pay an additional late fee in the amount of $[AMOUNT].
4. PLACE OF PAYMENT. All payments due under this note shall be made at
[address or bank wiring info for Xxxxx], or at such other place as the
holder of this Note may designate in writing.
5. PREPAYMENT. This Note may be prepaid in whole or in part at any time
without premium or penalty. All prepayments shall first be applied to
interest, and then to principal payments in the order of their
maturity.
6. DEFAULT. In the event of default, CH4 agrees to pay all costs and
expenses incurred by the Lender, including all reasonable attorney
fees (including both hourly and contingent attorney fees as permitted
by law) for the collection of this Note upon default, and including
reasonable collection charges (including, where consistent with
industry practices, a collection charge set as a percentage of the
outstanding balance of this Note) should collection be referred to a
collection agency.
7. ACCELERATION OF DEBT. In the event that CH4 or Subsidiary seek relief
under the Bankruptcy Code, or suffers an involuntary petition in
bankruptcy or receivership not vacated within thirty (30) days, the
entire balance of this Note and any interest accrued thereon shall be
immediately due and payable, without presentment, demand, protest or
any notice of any kind, all of which are hereby expressly waived by
the Borrower.
8. MODIFICATION. No modification or waiver of any of the terms of this
Agreement shall be allowed unless by written agreement signed by both
parties. No waiver of any breach or default hereunder shall be deemed
a waiver of any subsequent breach or default of the same or similar
nature.
9. TRANSFER OF THE NOTE. CH4 and Subsidiary hereby waive any notice of
the transfer of this Note by the Lender or by any subsequent holder of
this Note. CH4 and Subsidiary agree to remain bound by the terms of
this Note subsequent to any transfer, and agree that the terms of this
Note may be fully enforced by any subsequent holder of this Note.
10 SEVERABILITY OF PROVISIONS. In the event that any portion of this Note
is deemed unenforceable, all other provisions of this Note shall
remain in full force and effect.
11. CHOICE OF LAW. This Promissory Note shall be governed by, and
construed in accordance with, the laws of State of Nevada. The
Borrower hereby consents to the jurisdiction of any court of the State
of Nevada, or any U.S. District Court within the State of Nevada in
any action or proceeding arising out of or relating to this Promissory
Note, agrees that all claims in respect of any such action or
proceeding may be heard and determined in such court and waives the
defense of inconvenient forum to the maintenance of any such action or
proceeding.
IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be executed
and delivered by its duly authorized officer, as of the day and year and at the
place first above written.
BORROWER:
CH4 ENERGY, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx, President
CH4 ENERGY, LLC
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx, President
