Contract
Portions of this document have been omitted as permitted by the rules of the Securities and Exchange Commission. [*] designates the omitted information.
Exhibit 10.1
AGREEMENT AND ASSIGNMENT OF OIL, GAS AND MINERAL LEASE
STATE OF LOUISIANA
PARISH OF [*]
KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of the sum of Ten and No/100 ($10.00) Dollars and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged and full acquittance granted therefor,
PERSONALLY CAME AND APPEARED:
GEOTERRE OPERATING, LLC "Assignee", a Louisiana Limited Liability Company, represented herein by its duly authorized Manager, Xxxxxx X. Xxxxx, III, whose mailing address is Xxxx Xxxxxx Xxx 00000, Xxxxx Xxxxx, Xxxxxxxxx 00000; (TAX ID# ____________), as "ASSIGNEE,"
which has bargained, sold, transferred, assigned, set over and delivered and does by these presents BARGAIN, SELL, TRANSFER, ASSIGN, SET OVER and DELIVER unto
WHITE RIVER SPV 3, LLC., "Assignee", a Texas Corporation, represented herein by its duly authorized CFO and Manager, Xxxxx "Xxx" Xxxxxx, whose mailing address is 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000, Xxxxxx, Xxxxx 00000; (TAX ID# __________), as "ASSIGNEE,"
the following described oil, gas and mineral leases, to-wit:
That certain Oil, Gas and Mineral Lease in [*] Parish by and Between [*] and [*], dated August 24, 2020 but effective December 1, 2020 containing 1,658.30 acres; also described in that certain Memorandum of Oil, Gas and Mineral lease, dated August 24, 2020, but effective December 1, 2020, containing 1,658.30 acres described and attached hereto as Exhibit "A".
Assignor agrees to assign 100% or 100% of 8/8ths right, title and interest of Assignor in and to the Oil, Gas and Mineral Lease described above, to Assignee, its successors or assigns, for the purpose of investigation, exploration and production of minerals from the above described lease.
TO HAVE AND TO HOLD the said interests above assigned unto the said Assignee,
Assignor and Assignee agree to the following terms and conditions of the aforementioned assignment as well as any additional acreage contemplated in this agreement:
| 1. | This act of assignment shall be effective as of September 4, 2020. |
| 2. | Assignee, its successors and assigns, agree to indemnify and hold Assignor, its successors and assigns, harmless from and against any and all liability or responsibility for injury to (including death of) persons or damage to property assigned herein, or third persons of any kind arising out of or in connection with the operations of Assignee on the leased premises. |
| 3. | Assignee, its successors and assigns, agree to fund and be responsible for the compliance of all State of Louisiana Department of Conservation rules and regulations associated with the Assignee's operations on the leased premises, including but not necessarily limited to Plugging and Abandonment of any well(s). |
| 4. | Assignor, its successors and assigns, agree to assign a 100% working interest (75% net revenue interest) to Assignee. |
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Assignor agrees to assign 100% right, title and interest of Assignor in and to the Oil, Gas and Mineral lease described above. Assignee, its successors or assigns, shall have the right of use of the leased premises for the purpose of investigation, exploration and production of minerals from the above described horizon.
This Agreement shall be governed by and construed in accordance with the Laws of the State of Louisiana with original venue and jurisdiction in the State Court of Louisiana, [*] Parish, and may he amended only in writing by the parties hereto.
THUS DONE AND PASSED by Assignor before me, a Notary Public duly
Commissioned and qualified in and for the Parish of E. Baton Rouge, State of Louisiana, and in the presence of the undersigned competent witnesses on this 3rd day of September, 2020.
| WITNESSES: | ASSIGNOR: | |
| GOETERRE OPERATING, L.L.C | ||
| /s/ Xxxxxxx Xxxxxxx | /s/ Xxxxxx X. Xxxxx, III | |
| Printed Name: Xxxxxxx Xxxxxxx | BY: XXXXXX X. XXXXX, III, Manager |
_____________________________
Printed Name: ______________________
/s/ Xxxxxxx Xxxxxxx
NOTARY PUBLIC
Printed Name: Xxxxxxx Xxxxxxx
Notary/Bar Roll No: 64784____
LIFETIME COMMISSION
*****************************************************************************************************
THUS DONE AND PASSED by Assignor before me, a Notary Public duly
Commissioned and qualified in and for the Parish/County of Collin, State of Texas, and in the presence of the undersigned competent witnesses on this 4th day of September, 2020.
| WITNESS | ASSIGNEE | |
| WHITE RIVER SPV 3, L.L.C. | ||
| /s/ Xxxx Xxxxxxxx | /s/ Xxxxx Xxxxxx | |
| Printed Name: Xxxx Xxxxxxxx | By: XXXXX “XXX” XXXXXX, CFO & Manager |
/s/ Xxxx Snachez
Printed Name: Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxxx
NOTARY PUBLIC
Printed Name: Xxxx Xxxxxxxx
Notary/Bar Roll No: 131225164
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EXHIBIT “A”
STATE OF LOUISIANA
PARISH OF [*]
MEMORANDUM OF OIL, GAS AND MINERAL LEASE
Notice is hereby given that as of December 1, 2020 (the "Effective Date"), an Oil, Gas and Mineral Lease the "Lease") was made and entered into by and between [*] and [*] (hereinafter referred to as "Lessor"), and GEOTERRE OPERATING, L.L.C. (TAX ID# ___________), a Louisiana Limited Liability Company. represented herein by its duly authorized Manager, XXXXXX X. XXXXX, III, whose mailing address is Xxxx Xxxxxx Xxx 00000, Xxxxx Xxxxx, Xxxxxxxxx 00000-0000 (hereinafter referred to as "Lessee"), wherein Lessor granted, leased and let unto Lessee the exclusive right to explore for and produce oil, gas, condensate and other hydrocarbons and by-products produced with or contained in any of the foregoing, together with the use of the surface of the land for all purposes incident thereto to the extent permitted by the Lease, and to own, possess, treat, process, store and transport the minerals produced from or attributable to the following described land, containing 1,658.30 acres, more or less, in [*], and more particularly described in Exhibit "A", which is attached hereto and hereby made a part hereof.
The Lease provides for an initial term of four (4) years and zero (0) months commencing on the Effective Date, (the "Primary Term"), and as long thereafter as oil and gas or either of them is produced in paying quantities from said land or acreage pooled therewith. The Lease provides that at and after the end of the Primary Term, unit operations or production shall maintain the Lease in effect only as to the land included in the unit and then only as to certain depths, all as is more particularly prescribed therein. Except for the right to extend the term of the Lease by the payment of delay rentals, the Lease does not contain an option, right of first refusal or other agreement of the lessor to transfer all or any part of the leased premises. The Lease contains such other provisions with respect to the conduct of operations, payment of royalties, offset provisions, partial releases, notice and other such terms and conditions as are usual and customary in the industry.
The purpose of this Memorandum is to apprise and give notice to all parties of the existence of the Lease in accordance with R.S. 9:2742 and is not intended in any way to modify, amend or supplement the terms and provisions of the Lease. Both Lessor and Lessee have possession of a fully executed original of the Lease, which is open for examination and investigation by any party of interest during reasonable business hours in the offices of Lessee.
This Memorandum and all of its terms, conditions, covenants and provisions as well as those of the Lease shall extend to and be binding upon the successors and assigns of Lessor and Lessee.
This Memorandum may be executed in multiple counterparts, each of which shall be deemed an original and shall be binding upon the parties executing same whether or not executed by all parties hereto. Lessor and Lessee hereby agree that the counterpart signature and acknowledgment pages of this Memorandum may be detached and attached to one identical counterpart for the purposes of recordation, which instrument as so constructed shall constitute an original instrument as if executed by all the parties hereto.
IN WITNESS WHEREOF, this instrument is executed as of the date first above written.
| WITNESS: | LESSOR: | |
| __________________ | __________________ | |
| Printed Name:____________ | __________________ |
| __________________ | |
| Printed Name: __________________ | |
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| WITNESS: | LESSOR: | |
| __________________________ | __________________ | |
| Printed Name: ______________ | __________________ |
__________________________
Printed Name: ______________
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF [*]
On this __ day of _______, 2020, before me appeared ____________________to me personally known, who, being by me duly sworn, did say that the above and foregoing Oil, Gas and Mineral Lease was signed and acknowledged as free act and deed.
__________________
Notary Public
Printed Name: _______________
Bar Roll / Notary License No. _______________
My Commission expires: _______________
WITNESS WHEREOF, this instrument is executed as of the date first above written.
| WITNESSES: | LESSEE: |
| ______________________ | GEOTERRE OPERATING, L.L.C |
| Printed Name: __________ | |
| _______________________ | By: ________________________ |
| Printed Name: ___________ | Print Name: __________________ |
| Title: ________________________ |
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF [*]
On this __ day of _________ 2020, before me, the undersigned Notary Public in and for the Parish and State of aforesaid, appeared ___________________, to me personally known, who being by me duly sworn did say that he is the Manager of Geoterre Operating, LLC and that the above and foregoing Memorandum of Oil, Gas and Mineral Lease was signed on behalf of said company as its free and voluntary act and deed for the uses and purposes therein set forth.
| ______________________________ | |
| Notary Public | |
| Printed Name: _______________ | |
| Bar Roll / Notary License No. _______________ | |
| My Commission expires: _______________ |
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EXHIBIT “A”
ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMORANDUM OF OIL, GAS AND MINERAL LEASE, DATE DECEMBER 1, 2020. BY AND BETWEEN [*] AND [*] AS LESSORS, AND GEOTERRE OPERATING, LLC AS LESSEE.
PROPERTY DESCRIPTION
A certain tract containing 1,658.30 acres, more or less, forming portions [*] and more particularly described as follows: [*]
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