ASSIGNMENT, CONVEYANCE AND BILL OF SALE
Exhibit 10.9
ASSIGNMENT, CONVEYANCE AND XXXX OF SALE
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STATE OF COLORADO
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}
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}
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KNOW ALL MEN BY THESE PRESENTS THAT:
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COUNTIES OF WELD AND XXXXXX
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}
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THIS ASSIGNMENT, CONVEYANCE AND XXXX OF SALE (this “Assignment”), dated effective as of 7:00 a.m. Mountain Time on January 1, 2015 (the “Effective Time”), is made by and between Pacific Energy Development Corp., a Nevada corporation (“Assignor”) with an address of 0000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 000X, Xxxxxxxx, Xxxxxxxxxx 00000, and Condor Energy Technology LLC, a Nevada limited liability company (“Assignee”), having an address of c/o MIE Energy Corporation, 0000 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx, 00000 .
For and in consideration of ONE HUNDRED DOLLARS ($100), and other good and valuable consideration, receipt of which is hereby acknowledged, Assignor does hereby assign, transfer and convey unto Assignee, effective for all purposes as of the Effective Time, and subject to the terms and conditions of this Assignment, all of Assignor’s right, title and interest in and to the following (collectively, the “Properties”), excepting and reserving the Excluded Properties (as defined herein):
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(i)
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The leasehold estates created by the oil and gas leases described on Exhibit A (the “Leases”), insofar and only insofar as the Leases cover the lands described on Exhibit A (the “Lands”).
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(ii)
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The oil and gas production xxxxx, injection xxxxx, pressure maintenance xxxxx and salt water disposal xxxxx located upon the Lands, whether producing or non-producing, which are set forth in Exhibit B (collectively, the “Xxxxx”).
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(iii)
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The equipment, personal property, facilities, improvements, structures and fixtures located on the Lands as of the Effective Time, or used in connection with the Leases or the Xxxxx, for the production, gathering, treatment, compression, transportation, processing, sale or disposal of hydrocarbons or water produced from the Xxxxx, including all xxxxx, well-bores, casing, tubing, wellheads, gauges, valves, rods, tanks, pumps, flow lines, separators, treaters, compressors, pipelines and other improvements (collectively, the “Equipment”).
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(iv)
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The oil, gas, condensate and other hydrocarbon production (the “Production”) produced from the Lands covered by the Leases, or attributable thereto, or to lands pooled or unitized therewith, from and after the Effective Time.
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(v)
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The easements, rights-of-way, permits, licenses, servitudes, access agreements, surface use agreements or other similar interests related to the Leases, the Lands or the Xxxxx (collectively, the “Surface Rights”).
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(vi)
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The agreements, contracts, licenses, permits, options, grants, leases, franchises and other documents related to the ownership or operation of the Leases and Lands, the Xxxxx, the Equipment, the Production, and the Surface Rights, including farm-out agreements, participation agreements, model form operating agreements, unit agreements, area of mutual interest agreements, communitization agreements, pooling agreements, product sale agreements, division orders, processing agreements, transportation agreements, water disposal agreements, options, orders and decisions of state and federal regulatory authorities (collectively, the “Material Contracts”).
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Page 1 of 6
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(viii)
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All of Assignor’s records and files directly related to the Leases and Lands, the Xxxxx, the Equipment, the Production, the Surface Rights and the Material Contracts (collectively, the “Records”) including: (A) leases, assignments, contracts, rights of way, surveys, maps, plats, correspondence, and other documents and instruments; (B) division of interest, suspended funds data, and accounting records (excluding Assignor’s state and federal income tax information); (C) severance, production and property tax records; and (D) well files, logs, operations and maintenance records.
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EXCEPTING AND RESERVING unto Assignor, and the term “Properties” as used herein shall not include, the following (collectively, the “Excluded Properties”):
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(a)
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The Production with respect to all periods prior to the Effective Time, together with all proceeds from and rights relating to the sale of such Production.
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(b)
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All funds, monies, proceeds, income, revenues, credits, receipts and benefits (and any security, deposits, advances or prepayments) attributable to the Properties or the operation thereof prior to the Effective Time, and the Excluded Properties.
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(c)
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All of Assignor’s Claims for any refund of or loss carry forwards with respect to: (i) production, severance, ad valorem or other taxes attributable to the Properties for any period prior to the Effective Time; (ii) income or franchise taxes; and (iii) any taxes attributable to the Excluded Properties.
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(d)
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All of Assignor’s Claims (as hereafter defined), causes of action and chooses in action: (i) arising from acts, omissions or events, or damage to or destruction of property, occurring prior to the Effective Time; (ii) arising under or with respect to any of the Leases and the Material Contracts that are attributable to periods of time prior to the Effective Time (including audit rights, and claims for overpayments, adjustments or refunds); or (iii) with respect to any of the Excluded Properties.
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(e)
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All of Assignor’s claims for all periods prior to the Effective Time under any policy or agreement of insurance held in the name of Assignor (as a non-operator of the Xxxxx), and any other indemnity, surety, guaranty or bond held in the name of Assignor (as a non-operator of the Xxxxx).
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(f)
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[Intentionally Omitted].
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(g)
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All documents, memoranda, correspondence and other communications that may be protected by an attorney-client privilege or the attorney work-product privilege.
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(h)
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All agreements, memoranda and correspondence among Assignor, its subsidiaries and affiliates (other than Assignee), and their respective officers, directors, shareholders, managers, members, partners, employees, accountants, attorneys, bankers, investment bankers, advisors, consultants, agents and representatives (collectively, “Assignor Group”), and prospective purchasers of the Properties, and their respective officers, directors, shareholders, managers, members and employees including contact lists, sales materials, confidentiality agreements, bids, offers, analyses, and draft agreements.
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(i)
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All of Assignor’s corporate, financial, accounting and tax records, except those tax records for production, severance and property taxes specifically relating to the Properties or which are directly related to Assignee’s ownership or operation of the Properties.
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Page 2 of 6
TO HAVE AND TO HOLD the Properties unto Assignee, and Assignee’s successors and assigns, subject to the following terms and conditions:
1. “Subject to” certain Liabilities. Except to the extent herein expressly provided, this Assignment is accepted subject to, and Assignee hereby agrees to bear and perform (but without assuming), all of the duties, liabilities and obligations arising in connection with or related to the Properties, including: (i) all express and implied covenants, duties, obligations and liabilities under the terms of the Leases, the Surface Rights, and the Material Contracts; (ii) all costs and expenses attributable to the ownership, exploration, development and operation of the Properties, from and after the Effective Time; (iii) all royalties, overriding royalties, production payments, net profits obligations, rentals, shut-in payments and similar burdens to which the Properties are subject accruing on and after the Effective Time (subject to Section 3 in regard to Suspense Funds); (iv) all taxes attributable to periods from after the Effective Time; (v) compliance with all applicable laws pertaining to the Properties, including the procurement and maintenance of all permits required by public authorities in connection with the Properties from and after the Effective Time; (vi) the condition of the Properties both surface and subsurface as of the Effective Time (including all obligations to properly plug and abandon, or re-plug and re-abandon, all xxxxx that are located on the Properties, to restore the surface of the Lands, and to comply with, or to bring the Properties into compliance with law, including conducting any remediation activities, investigations, feasibility studies, and other clean-up activities which may be required); and (vii) to the maximum extent permitted by law, all other matters related to the Properties (including title and environmental matters), regardless of whether such matters arose before or after the Effective Time (the “Existing Conditions”). Notwithstanding the foregoing, to the extent that any of the foregoing matters or conditions to which Assignee agreed to accept the Properties “subject to” are later discovered to have been undisclosed or undiscovered due to the fraud, intentional misrepresentation, gross negligence, willful misconduct of Assignor, Assignor shall remain liable, to the extent of such retained liability (the “Retained Liabilities”) and such Retained Liabilities shall be deemed excluded from the Existing Conditions.
2. Allocation of Cost and Expense. Except as otherwise provided in this Assignment, all income, revenue, cost and expense attributable to the Properties shall be allocated between Assignor and Assignee as of the Effective Time. Assignor shall own and be entitled to all income, proceeds and revenues attributable to the Properties prior to the Effective Time, and Assignee shall own and be entitled to all income, proceeds and revenues attributable to the Properties from and after the Effective Time. Except as otherwise provided in this Assignment, Assignor shall bear and pay all cost and expense attributable to the Properties prior to the Effective Time, and Assignee shall bear and pay all costs and expense attributable to the Properties from and after the Effective Time. On or before 90 days after the Effective Time, Assignor and Assignee shall agree upon any adjustments pursuant to this Section, and the party owing any amounts shall promptly pay to the other party such amounts.
3. [Intentionally Omitted].
4. Special Warranty of Title. Assignor warrants title to the Lands described on Exhibit A and the working interests and net revenue interests in the Xxxxx described on Exhibit B, free and clear of all liens and encumbrances arising by, through and under Assignor, but not otherwise, subject to and burdened by the terms and conditions of this Assignment, the Leases, the Surface Rights, the Material Contracts, and all other similar burdens on the Lands recorded in the real property records of Weld and Xxxxxx Counties, Colorado, as of the Effective Time.
5. [Intentionally Omitted].
Page 3 of 6
6. Disclaimers.
(a) EXCEPT FOR THE SPECIAL WARRANTY OF TITLE CONTAINED HEREIN, THE PROPERTIES ARE BEING CONVEYED BY ASSIGNOR TO ASSIGNEE WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE, AND THE PARTIES HEREBY EXPRESSLY DISCLAIM, WAIVE AND RELEASE ANY WARRANTY OF MERCHANTABILITY, CONDITION, SAFETY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUBJECT TO THE RETAINED LIABILITIES OF ASSIGNOR, IS ANY, ASSIGNEE ACCEPTS THE PHYSICAL CONDITION OF THE PROPERTIES “AS IS, WHERE IS, AND WITH ALL FAULTS” CONDITION AND STATE OF REPAIR. EXCEPT TO THE EXTENT OF ASSIGNOR’S RETAINED LIABILITIES, ASSIGNOR SHALL HAVE NO LIABILITY TO ASSIGNEE FOR ANY CLAIMS CAUSED OR ALLEGED TO BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY, BY THE DESCRIPTIONS OF THE PROPERTIES, BY ANY INADEQUACY THEREOF OR THEREWITH, ARISING IN STRICT LIABILITY OR OTHERWISE, OR IN ANY WAY ARISING OUT OF ASSIGNEE’S PURCHASE THEREOF. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE DISCLAIMERS CONTAINED IN THIS ASSIGNMENT ARE “CONSPICUOUS” FOR THE PURPOSES OF SUCH APPLICABLE LAW.
(b) EACH PARTY HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AT COMMON LAW OR OTHERWISE, RELATING TO THE ACCURACY OF ANY OF THE INFORMATION FURNISHED WITH RESPECT TO THE EXISTENCE OR EXTENT OF RESERVES, THE VALUE OF THE PROPERTIES BASED THEREON, OR THE CONDITION OR STATE OF REPAIR OF THE PROPERTIES. THIS DISCLAIMER EXTENDS TO ANY REPRESENTATION OR WARRANTY AS TO THE PRICES ASSIGNEE AND/OR ASSIGNOR ARE OR WILL BE ENTITLED TO RECEIVE FROM THE PRODUCTION FROM THE PROPERTIES, IT BEING ACKNOWLEDGED AND AGREED THAT ALL RESERVE, PRICE AND VALUE ESTIMATES UPON WHICH ASSIGNEE HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL EVALUATION OF ASSIGNEE. ALSO, ASSIGNEE ACKNOWLEDGES AND AGREES THAT RESERVE REPORTS ARE ESTIMATES ONLY OF PROJECTED FUTURE OIL AND/OR GAS VOLUMES, FUTURE FINDING COSTS AND FUTURE OIL AND/OR GAS SALES PRICES, ALL OF WHICH FACTORS ARE INHERENTLY IMPOSSIBLE TO PREDICT ACCURATELY EVEN WITH ALL AVAILABLE DATA AND INFORMATION.
(c) THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY ARE NOT “CONSUMERS” WITHIN THE MEANING OF ANY DECEPTIVE TRADE PRACTICES OR CONSUMER PROTECTION ACT, OR ANY APPLICABLE LAW. ASSIGNEE HEREBY EXPRESSLY DISCLAIMS, WAIVES AND RELEASES ALL OF ASSIGNEE’S RIGHTS AND REMEDIES UNDER ALL APPLICABLE LAW WHICH MAY AFFORD CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ASSIGNEE’S OWN SELECTION, ASSIGNEE VOLUNTARILY CONSENTS TO THIS WAIVER AND RELEASE. TO EVIDENCE ASSIGNEE’S ABILITY TO GRANT SUCH WAIVER, ASSIGNEE HEREBY REPRESENTS AND WARRANTS TO ASSIGNOR THAT: (i) ASSIGNEE IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION; (ii) ASSIGNEE IS REPRESENTED BY LEGAL COUNSEL IN ENTERING INTO THIS ASSIGNMENT; AND (iii) SUCH LEGAL COUNSEL WAS NOT, DIRECTLY OR INDIRECTLY, IDENTIFIED, SUGGESTED OR SELECTED BY ASSIGNOR OR ANY AGENT OF ASSIGNOR.
Page 4 of 6
7. Recording. Assignee, at Assignee’s sole cost and expense, shall promptly file this Assignment for recording in the appropriate offices of the counties in which the Lands are located. Assignee shall promptly deliver to Assignor true and accurate photocopies of this Assignment with the recording information thereon, promptly after Assignee’s receipt thereof. Assignee shall pay all sales, use, transfer, documentary, recording, filing, stamp, registration and other similar taxes and fees incurred or may be imposed in connection with this Assignment, and indemnify, defend, release and hold harmless Assignor with respect thereto.
8. Exhibits. All exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes, as if set forth in full herein. References in such exhibits to instruments on file in the public records are hereby incorporated by reference herein for all purposes.
9. Successors and Assigns. This Assignment shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and assigns.
10. Third Parties. This Assignment shall not confer any rights, benefits or remedies to any person or entity not a party hereto.
11. Governing Law. This Assignment shall be governed and construed in accordance with the laws of the State of Colorado, without giving effect to principles of conflicts of laws that would result in the application of the laws of another jurisdiction.
12. Attorneys’ Fees. In the event of any disputes related to this Assignment, the prevailing party shall recover its court costs, out-of-pocket costs, expert witness fees and reasonable attorneys’ fees from the opposing party.
13. Interpretation. For purposes of interpreting the provisions of this Assignment, Assignor and Assignee acknowledge and agree that Assignor and Assignee have equal bargaining power and position, and that no provision of this Assignment shall be interpreted or construed adverse to or against one party or the other as a result of the drafting, preparation or execution of this Assignment. The word “including” (as used herein in its various forms) means including without limitation.
14. Imaged Documents, Counterparts. Any document generated by the parties with respect to this Assignment including this Assignment, may be imaged and stored electronically (“Imaged Documents”). Imaged Documents may be introduced as evidence in any proceeding as if such were original business records and neither party shall contest the admissibility of Imaged Documents as evidence in any proceeding. This Assignment may be executed in counterparts, whether by facsimile, portable document format or otherwise, each of which shall be deemed to be an original, but all of which together shall constitute one agreement.
15. Further Assurances. The parties hereto agree to take all such further actions and execute, acknowledge and deliver all such further documents that may be necessary or useful for the purpose of giving effect to this Assignment
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[signature and acknowledgement pages follow]
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Page 5 of 6
EXECUTED to be effective for all purposes as of the Effective Time.
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ASSIGNOR:
Pacific Energy Development Corp.
By: /s/Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
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ASSIGNEE:
Condor Energy Technology LLC
By: /s/Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President and CFO
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ACKNOWLEDGMENTS
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STATE OF
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CA |
§
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§
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COUNTY OF
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Contra Costa |
§
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This instrument was acknowledged before me this 18 day of February 2015, by Xxxxx X. Xxxxxxxxxx, known to me to be the ____________ of Pacific Energy Development Corp., who affirmed that the foregoing instrument was signed on behalf of the company and that the execution of this instrument was the free act and deed of the company.
| /s/Xxxxxxxxx Xxxxxxxx | |||
| Notary Public in and for the State of | CA | ||
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STATE OF
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CA |
§
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§
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COUNTY OF
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Contra Costa |
§
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This instrument was acknowledged before me this 18 day of February 2015, by Xxxxxxx X. Xxxxxxxx, known to me to be the ____________ of Condor Energy Technology LLC, who affirmed that the foregoing instrument was signed on behalf of the company and that the execution of this instrument was the free act and deed of the company.
| /s/Xxxxxxxxx Xxxxxxxx | |||
| Notary Public in and for the State of | CA | ||
Page 6 of 6
EXHIBIT A
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Lessor
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Lessee
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Effective Date
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County
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Recording
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T
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R
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S
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Description
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Lease #9519.8 - State of Colorado Board of Land Commissioners
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Contex Energy Company
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2/21/08
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Weld
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3602459
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7N
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59W
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16
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ALL
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Lease #9520.8 - State of Colorado Board of Land Commissioners
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Contex Energy Company
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2/21/08
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Weld
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3602460
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7N
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59W
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34
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W/2
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City of Xxxx,Colorado, a Municipal Corporation, represented herein by Xxxx Xxxxx, Mayor
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Baseline Minerals, Inc.
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12/1/10
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Weld
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Memo 3746211
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7N
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60W
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23
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W2
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The United Methodist Church of Wray, a Colorado non-profit corporation in trust, represented herein by Xxxxxx X. Xxxxxxxxx, Trustee
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Baseline Minerals, Inc.
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12/1/10
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Weld
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Memo 3746209
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7N
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60W
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23
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W2
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Wray Area Foundation, Inc., a Colorado, non-profit corporation, represented herein by Xxxxx Xxxxxx
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Baseline Minerals, Inc.
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12/1/10
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Weld
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Memo 3746210
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7N
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60W
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23
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W2
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McCulliss Oil and Gas
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Condor Energy Technology, LLC
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2/23/13
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Weld
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3967405
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7N
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59W
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20
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E2
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|
Xxxx XxXxxxxxx
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Condor Energy Technology, LLC
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2/23/13
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Weld
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3967404
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7N
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59W
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20
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E2
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Xxxxxx Xxxx Xxxxxxx, a married woman dealing in her sole and separate property
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Condor Energy Technology, LLC
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8/19/13
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Weld
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3964361
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7N
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59W
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28
|
E2
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|
The Xxxxxxxxxx Family Trust, by Xxxxxxx Xxxxxxxxxx, Trustee
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Condor Energy Technology, LLC
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8/19/13
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Weld
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Memo 3945940, Ratification 3948931
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7N
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59W
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28
|
E2
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|
Xxxxxx Xxxxxxx, aka Xxxxxx X. Xxxxxxx, a married man dealing in his sole and separate property
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Condor Energy Technology, LLC
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8/19/13
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Weld
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3945929
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7N
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59W
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28
|
E2
|
|
Xxxxxx X. Xxxxxx, a married man, dealing in his sole and separate property
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Condor Energy Technology, LLC
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9/2/13
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Weld
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3950194
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7N
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59W
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17
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S2
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|
Xxxxxx Xxxxxx, a married person, dealing in her sole and separate property
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Condor Energy Technology, LLC
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9/4/13
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Weld
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3948484
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7N
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59W
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17
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S2
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|
Xxxxxxxx X. Xxxxxx, a single person
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Condor Energy Technology, LLC
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9/4/13
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Weld
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3948489
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7N
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59W
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17
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S2
|
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Xxxxxx X. Xxxxxxxx, a single person
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Condor Energy Technology, LLC
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9/8/13
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Weld
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3941725
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7N
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59W
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17
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N2
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Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx, husband and wife
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Condor Energy Technology, LLC
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9/8/13
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Weld
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3943554
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7N
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59W
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17
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N2
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|
Xxxxx Xxxxxx Family Partnership LTD., a Colorado Limited Partnership
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Condor Energy Technology, LLC
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9/8/13
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Weld
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3945930
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7N
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59W
|
8
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S2
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|
Xxxx Xxxxxxxx, Power of Attorney for Xxxxxx Xxxxxx Xxxxxxxx
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Condor Energy Technology, LLC
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9/9/13
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Weld
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3967406
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7N
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59W
|
18
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XX0, XX0, SE.4
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Xxxxxx X. Xxxxx, a married woman dealing in her sole and separate property
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Condor Energy Technology, LLC
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9/9/13
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Weld
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3943540
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7N
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59W
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33
|
E2
|
|
Xxxxxx X. Xxxxx, a married woman dealing in her sole and separate property
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Condor Energy Technology, LLC
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9/9/13
|
Weld
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3943540
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7N
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59W
|
34
|
E2
|
|
Xxxxx Xxxxxx, a married man dealing in his sole and separate property
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Condor Energy Technology, LLC
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9/9/13
|
Weld
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3939846
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7N
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59W
|
33
|
E2
|
|
Xxxxx Xxxxxx, a married man dealing in his sole and separate property
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Condor Energy Technology, LLC
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9/9/13
|
Weld
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3939846
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7N
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59W
|
34
|
E2
|
|
Xxxxxx X. Xxxxxx, a married woman dealing in her sole and separate property
|
Condor Energy Technology, LLC
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9/12/13
|
Weld
|
3943532
|
7N
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59W
|
33
|
E2
|
|
Xxxxxx X. Xxxxxx, a married woman dealing in her sole and separate property
|
Condor Energy Technology, LLC
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9/12/13
|
Weld
|
3943532
|
7N
|
59W
|
34
|
E2
|
|
Xxxxx X. Xxxxx, Xx., a married man dealing in his sole and separate property
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Condor Energy Technology, LLC
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9/12/13
|
Weld
|
3943539
|
7N
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59W
|
33
|
E2
|
|
Xxxxx X. Xxxxx, Xx., a married man dealing in his sole and separate property
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Condor Energy Technology, LLC
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9/12/13
|
Weld
|
3943539
|
7N
|
59W
|
34
|
E2
|
|
Xxxx X. Xxxxx, a single man
|
Condor Energy Technology, LLC
|
9/12/13
|
Weld
|
3943544
|
7N
|
59W
|
33
|
E2
|
|
Xxxx X. Xxxxx, a single man
|
Condor Energy Technology, LLC
|
9/12/13
|
Weld
|
3943544
|
7N
|
59W
|
34
|
E2
|
|
Xxxxx X. Xxxxx, a widow
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Baseline Minerals, Inc.
|
11/3/10
|
Weld
|
Memo 3755306
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7N
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59W
|
17
|
S2
|
|
The Xxxxx X. Xxxxx Living Trust, dated January 31, 2006, represented herein by Xxxxxxxxx X. Xxxxxx, Trustee
|
Baseline Minerals, Inc.
|
11/3/10
|
Weld
|
Memo 3755307
|
7N
|
59W
|
17
|
S2
|
|
The Xxxxxx X. Xxxxxxxx Trust, represented herein by Xxxxxxx Xxxxxx, Trustee of the trust
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Baseline Minerals, Inc.
|
12/10/10
|
Weld
|
Memo 3749643
|
7N
|
60W
|
13
|
E2SE4
|
|
The Xxxxxx X. Xxxxxxxx Trust, represented herein by Xxxxxxx Xxxxxx, Trustee of the trust
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Baseline Minerals, Inc.
|
12/10/10
|
Weld
|
Memo 3749643
|
0X
|
00X
|
00
|
X0X0, XXXX, XXXX
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A - 1
|
Xxxx X. Xxxx Family Trust, dated March 6, 2005
|
Condor Energy Technology, LLC
|
12/13/13
|
Weld
|
4006946
|
7N
|
59W
|
21
|
SE4
|
|
Xxxxx X. Xxxx
|
Condor Energy Technology, LLC
|
12/13/13
|
Weld
|
4006945
|
7N
|
59W
|
21
|
NE4, W2
|
|
Xxxx X. Xxxx Family Trust, dated March 6, 2005
|
Condor Energy Technology, LLC
|
11/10/13
|
Weld
|
4006947
|
7N
|
59W
|
32
|
ALL
|
|
Xxxxx X. Xxxx
|
Condor Energy Technology, LLC
|
12/13/13
|
Weld
|
4006945
|
7N
|
60W
|
13
|
SW4NE4, SE4
|
|
Xxxxxxx X. Xxxx, a single woman
|
Baseline Minerals, Inc.
|
7/11/11
|
Weld
|
Memo 3786033
|
7N
|
59W
|
8
|
XX,X0XX, X0XX
|
|
Xxxxxxx Xxxxxxx, a widower
|
Baseline Minerals, Inc.
|
7/12/11
|
Weld
|
Memo 3792462
|
7N
|
59W
|
28
|
W2
|
|
Xxxxx X. Xxxxxxx, a single woman
|
Baseline Minerals, Inc.
|
7/12/11
|
Weld
|
Memo 3792459
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx X. Xxxxxxx, a single woman
|
Baseline Minerals, Inc.
|
7/12/11
|
Weld
|
Memo 3788922
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx X. Xxxxxxx, a single woman
|
Baseline Minerals, Inc.
|
7/13/11
|
Weld
|
Memo 3792467
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxxx X. Xxxxxxx, a single woman
|
Baseline Minerals, Inc.
|
7/13/11
|
Weld
|
Memo 3792466
|
7N
|
59W
|
28
|
W2
|
|
Xxxx X. Xxxxxx, a/k/a Xxxx Xxxxxxx Xxxxx Xxxxxx, a single woman
|
Baseline Minerals, Inc.
|
7/14/11
|
Weld
|
Memo 3792457
|
7N
|
59W
|
34
|
E2
|
|
Xxxxx XxXxx, a/k/a Xxxxxxx Xxxxx XxXxx, married to Xxxxxx X. XxXxx, dealling herein with his sole and separate property
|
Baseline Minerals, Inc.
|
7/15/11
|
Weld
|
Memo 3788918
|
7N
|
59W
|
34
|
E2
|
|
Xxxxxx X. XxXxx, a/k/a Xxxxxx Xxxxxxxx XxXxx, married to Xxxxx X. XxXxx, dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
7/15/11
|
Weld
|
Memo 3788923
|
7N
|
59W
|
34
|
E2
|
|
Xxxxx X. Xxxxxxxx Trust
|
Baseline Minerals, Inc.
|
7/18/11
|
Weld
|
Memo 3792453
|
7N
|
59W
|
28
|
W2
|
|
Xxxx X. Xxxx, a/k/a Xxxx Xxxxxxx Xxxx, married to Xxxxx McMsnyderahon Hall, dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
7/18/11
|
Weld
|
Memo 3792458
|
7N
|
59W
|
34
|
E2
|
|
Xxxxxx X. XxXxxxxxx, Xx., a/k/a Xxxxxx Xxxxxx XxXxxxxxx, Jr., married to Xxxxx X. Xxxxxxxx, dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
7/20/11
|
Weld
|
Memo 3786034
|
7N
|
59W
|
34
|
E2
|
|
Xxxxxxx X. Xxxxxxx, a widow
|
Baseline Minerals, Inc.
|
7/22/11
|
Weld
|
Memo 3798015
|
7N
|
59W
|
28
|
W2
|
|
Xxxx X. Xxxxxxx, a single woman
|
Baseline Minerals, Inc.
|
7/25/11
|
Weld
|
Memo 3788920
|
7N
|
59W
|
34
|
E2
|
|
Xxxxx X. XxXxxxxxx Estate, represented by Xxxx X. Xxxxxxx, Executor
|
Baseline Minerals, Inc.
|
7/25/11
|
Weld
|
Memo 3788919
|
7N
|
59W
|
34
|
E2
|
|
Xxxx Xxx Xxxxx, married to Xxxxxx Xxxxx, dealing herein with her sole and separate property
|
Baseline Minerals, Inc.
|
7/25/11
|
Weld
|
Memo 3792452
|
7N
|
59W
|
34
|
E2
|
|
Xxxxxx XxXxxxxxx Brailas Bypass Trust, represented herein by Xxxxxxxxx Xxxxxxx, Trustee
|
Baseline Minerals, Inc.
|
7/26/11
|
Weld
|
Memo 3788917
|
7N
|
59W
|
34
|
E2
|
|
Xxxxxxx X. Xxxxxx, a single man
|
Baseline Minerals, Inc.
|
8/1/11
|
Weld
|
Memo sent for recording
|
7N
|
59W
|
34
|
E2
|
|
Xxxxxxx X. Xxxxxx, married to Xxxxx Xxxxxx, and dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
8/1/11
|
Weld
|
Memo 3795157
|
7N
|
59W
|
34
|
E2
|
|
Xxxxxxx X. Xxxxx, a/k/a Xxxxxxx Xxxxxx Xxxxx Xxxxx, married to Xxxxx X. Xxxxx, dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
8/3/11
|
Weld
|
Memo 3788926, ratifications 3795138, 3795139
|
7N
|
59W
|
28
|
W2
|
|
Victoria Xxx Xxxxxx Xxxxxxx, married to Xxxxxxx Xxxxx Xxxxxxx, as sole heir of Xxxxx Xxxxx Xxxxxx, dealing herein with her sold and separate property
|
Baseline Minerals, Inc.
|
8/4/11
|
Weld
|
Memo 3798019
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxxx Xxxx Jelniker, married to Xxxxxx Xxxxxxxx, dealing xxxxx with her sole and separate property
|
Baseline Minerals, Inc.
|
8/5/11
|
Weld
|
Memo 3795150
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx Xxxxxxx Xxxx Xxxxxxx, a widow
|
Baseline Minerals, Inc.
|
8/8/11
|
Weld
|
Memo 3795141, Ratifications
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxx Xxxxxxxx Tarasar, a widow
|
Baseline Minerals, Inc.
|
8/10/11
|
Weld
|
Memo 3798021
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx Xxxxxxx Xxxxxxxx, married to Xxxxxxx Xxxxxxxx, dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
8/10/11
|
Weld
|
Memo 3792461
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx Xxxxx Xxxxxx, a widow
|
Baseline Minerals, Inc.
|
8/11/11
|
Weld
|
Memo 3795140
|
7N
|
59W
|
28
|
W2
|
|
Xxxxx X. Xxxxx, a/k/a Xxxxx Xxx Xxxxx, a widow
|
Baseline Minerals, Inc.
|
8/11/11
|
Weld
|
Memo 3788921
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx X. Xxxxx, a widower
|
Baseline Minerals, Inc.
|
8/11/11
|
Weld
|
Memo 3798013
|
7N
|
59W
|
28
|
W2
|
|
Monaco Family Trust, represented herein by Xxxxxx Xxxxxx, Trustee
|
Baseline Minerals, Inc.
|
8/5/11
|
Weld
|
Memo 3792469
|
7N
|
59W
|
28
|
W2
|
|
Iris Xxx Xxxxxxxx Xxxxxxxxx Xxxx, a widow
|
Baseline Minerals, Inc.
|
8/16/11
|
Weld
|
Memo 3792460
|
7N
|
59W
|
28
|
W2
|
|
Xxxxx Xxxxxx Xxxxxx, married to Xxxxx X. Xxxxxx, dealing herein with her sole and separate property
|
Baseline Minerals, Inc.
|
8/17/11
|
Weld
|
Memo 3795144
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx May Warhol, f/k/a Xxxxxxx May Xxxxxx, married to Xxxxxx Xxxxxx, dealing herein with her sole and separate property
|
Baseline Minerals, Inc.
|
8/18/11
|
Weld
|
Memo 3795156
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx X. Xxxx, a single man
|
Baseline Minerals, Inc.
|
8/19/11
|
Weld
|
Memo 3798026
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxxxx X. Xxxx, f/k/a Xxxxx Xxxx Xxxxxxxxxx Xxxx, a widow
|
Baseline Minerals, Inc.
|
8/22/11
|
Weld
|
Memo 3795149
|
7N
|
59W
|
28
|
W2
|
A - 2
|
Xxxxxx Xxxxxx, f/k/a Xxxxxx Xxx Xxxxxxxx, married to Jonah Andrew, dealing herein with her sole and separate property
|
Baseline Minerals, Inc.
|
8/22/11
|
Weld
|
Memo 3798016
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx X. Xxxxxx, a single man
|
Baseline Minerals, Inc.
|
8/22/11
|
Weld
|
Memo 3795155
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxx X. Xxxxxxxxx, f/k/a Xxxxxxx Xxxxxx, a widow, as sole heir of Xxxxxxx Xxxxxxxx Xxxxxx
|
Baseline Minerals, Inc.
|
8/23/11
|
Weld
|
Memo 3792465
|
7N
|
59W
|
28
|
W2
|
|
Xxxxx X. Xxxx, married to Xxxx Xxxx, dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
8/23/11
|
Weld
|
Memo 3795154
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxx Xxxx Xxxxxxxx, married to Xxxxxx Xxxxxxxx, dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
8/23/11
|
Weld
|
Memo 3795143
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxx Xxxxxx Xxxxx
|
Baseline Minerals, Inc.
|
8/24/11
|
Weld
|
Memo 3801221
|
7N
|
59W
|
34
|
E2
|
|
Xxxxxxxxxxx X. Xxxxxx, a single man
|
Baseline Minerals, Inc.
|
8/25/11
|
Weld
|
Memo 3798034
|
7N
|
59W
|
8
|
S2
|
|
Xxxx X. Xxxxxx, a single woman
|
Baseline Minerals, Inc.
|
8/25/11
|
Weld
|
Memo 3798033
|
7N
|
59W
|
8
|
S2
|
|
Xxxxxxx X. Xxxxxxxx, a widow, and an heir to Xxxxxx Xxxxxx Memovich
|
Baseline Minerals, Inc.
|
8/29/11
|
Weld
|
Memo 3795147
|
7N
|
59W
|
28
|
W2
|
|
Xxxxx Xx Xxxxxx, f/k/a Xxxxx Xx Xxxxxxxx, married to Xxxxx X. Xxxxxx, dealing herein with her sole and separate property
|
Baseline Minerals, Inc.
|
8/29/11
|
Weld
|
Memo 3798014
|
7N
|
59W
|
28
|
W2
|
|
Xxxx Xxxxxx Memovich, a single man
|
Baseline Minerals, Inc.
|
8/29/11
|
Weld
|
Memo 3798012
|
7N
|
59W
|
28
|
W2
|
|
Xxxxx X. Xxxxxxx, f/k/a Xxxxx Xxxx Memovich, married to Xxxx Xxxxxxx, dealing herein with her sole and separate property
|
Baseline Minerals, Inc.
|
8/29/11
|
Weld
|
Memo 3795145
|
7N
|
59W
|
28
|
W2
|
|
Xxxxx Xxx Xxxxxxxx, a single man
|
Baseline Minerals, Inc.
|
8/30/11
|
Weld
|
Memo 3798020
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxx Xxxxxx Xxxxxxxx, a widower, represented herein by Xxxx X. Xxxxxxxx, his Attorney-in-Fact
|
Baseline Minerals, Inc.
|
8/30/11
|
Weld
|
Memo 3798018
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxx Xxxx Xxxxxx, f/k/a Xxxxxx Xxxx Xxxxxxxx, married to Xxxx Xxxxxx, dealing herein with her sole and separate property
|
Baseline Minerals, Inc.
|
8/31/11
|
Weld
|
Memo 3795146
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxx Xxxxx Xxxxxxxx, married to Xxxxxxxx Xxxxxxxx, dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
8/31/11
|
Weld
|
Memo 3798024
|
7N
|
59W
|
28
|
W2
|
|
Xxxx Xxxxxx Xxxxxxxxxx, a widower
|
Baseline Minerals, Inc.
|
9/8/11
|
Weld
|
Memo 3798022
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxxxx Xxxxxx Xxxxx, a widow
|
Baseline Minerals, Inc.
|
9/20/11
|
Weld
|
Memo 3798017
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxx X. Xxxxxxx, a/k/a Xxxxxx Xxxxxx Xxxxxxx, married to Xxxxxxx Xxxxxxx, dealing herein with his sole and separate property
|
Baseline Minerals, Inc.
|
9/21/11
|
Weld
|
Memo 3798011
|
7N
|
59W
|
28
|
W2
|
|
Xxxxxx X. Xxxx, Xx. and Xxxxx Xxxx, husband and wife
|
Contex Energy Company
|
1/28/08
|
Weld
|
3565653, Affidavit 3740212
|
7N
|
59W
|
31
|
Xxxx 0, 0, X0XX0, XX0 (xxx X0)
|
|
Xxxxx Xxxxxx, a single woman
|
Contex Energy Company
|
2/14/08
|
Weld
|
3565654, Affidavit 3745467
|
7N
|
59W
|
20
|
E2
|
|
Xxxxx Xxxxxxxx, a single woman
|
Contex Energy Company
|
2/14/08
|
Weld
|
3565637, Affidavit 3745470
|
7N
|
59W
|
20
|
E2
|
|
Xxxx X. Xxxxx, a single woman
|
Contex Energy Company
|
2/14/08
|
Weld
|
3565652, Affidavit 3745472
|
7N
|
59W
|
20
|
E2
|
|
Xxxx Xxxxxx, a married woman dealing in her sole and separate property
|
Contex Energy Company
|
2/14/08
|
Weld
|
3565650, Affidavit 3745469
|
7N
|
59W
|
20
|
E2
|
|
Xxx Xxx Xxxxxx, a maried woman dealing in her sole and separate property
|
Contex Energy Company
|
2/14/08
|
Weld
|
3565651, Affidavit 3745468
|
7N
|
59W
|
20
|
E2
|
A - 3
|
Xxxxx Xxxx, a single woman
|
Contex Energy Company
|
2/14/08
|
Weld
|
3565655, Affidavit 3745471
|
7N
|
59W
|
20
|
E2
|
|
U.S. AgBank FCB fka Farm Credit Bank of Wichita, 08-123-11-016
|
Baseline Minerals, Inc.
|
4/18/11
|
Weld
|
3784272
|
0X
|
00X
|
00
|
Xxxx 0,0, X0XX
|
|
X.X. AgBank FCB fka Farm Credit Bank of Wichita, 08-123-11-016
|
Baseline Minerals, Inc.
|
4/18/11
|
Weld
|
3784273
|
7N
|
59W
|
31
|
SE4
|
|
Xxxxxx Xxxxxx Xxxx, a single woman
|
Baseline Minerals, Inc.
|
6/27/11
|
Weld
|
Memo 3792456
|
0X
|
00X
|
00
|
Xxxx 0,0, X0XX0, XX0 (xxx N2)
|
|
Xxxxxxxx X. Xxxxxxxxx, personal representative of the Estate of Xxxxxxxx Xxxx Xxxxxxx, deceased
|
Baseline Minerals, Inc.
|
6/27/11
|
Weld
|
Memo 3792455
|
7N
|
59W
|
31
|
Xxxx 0,0, X0XX0, XX0 (xxx N2)
|
|
Xxxxx Xxx Xxxx & Xxxxxx Xxxxx Xxxx, husband and wife
|
Baseline Minerals, Inc.
|
7/23/08
|
Weld
|
Memo 3579660, Affidavit 3714723
|
7N
|
60W
|
23
|
E2
|
|
Xxxxxxx and Xxxx Xxxx, husband and wife
|
Baseline Minerals, Inc.
|
8/3/10
|
Weld
|
Memo 3714717
|
7N
|
59W
|
20
|
W2
|
|
Xxxxxxxx X. Xxxxxxxxxx, a widow
|
Baseline Minerals, Inc.
|
8/8/08
|
Weld
|
Memo 3595536
|
7N
|
59W
|
20
|
W2
|
|
Xxxxxxx Xxxxxxx, a married woman dealing in her sole and separate property
|
Baseline Minerals, Inc.
|
8/20/08
|
Weld
|
Memo 3582336, Affidavit 3781584
|
7N
|
59W
|
18
|
Xxx 0,0,0 XX0XX0, X0XX0, XX0
|
|
Xxxxxxx Xxxxxxx, a married woman dealing in her sole and separate property
|
Baseline Minerals, Inc.
|
8/20/08
|
Weld
|
Memo 3582336, Affidavit 3781584
|
7N
|
60W
|
23
|
W/2
|
|
Xxxx Xxxx, a married man dealing in his sole and separate property
|
Baseline Minerals, Inc.
|
9/5/08
|
Weld
|
Memo 3584254, Affidavit 3781583
|
7N
|
59W
|
18
|
Xxx 0,0,0 XX0XX0, X0XX0, XX0
|
|
Xxxx Xxxx, a married man dealing in his sole and separate property
|
Baseline Minerals, Inc.
|
9/5/08
|
Weld
|
Memo 3584254, Affidavit 3781583
|
7N
|
60W
|
23
|
W/2
|
|
Xxxx Xxxxxxxxx, a married woman dealing in her sole and separate property
|
Baseline Minerals, Inc.
|
9/6/08
|
Weld
|
Memo 3606464, Affidavit 3781585
|
7N
|
59W
|
18
|
Xxxx 0, 0, 0, XXXX, X0XX,XX (xxx X0XX, X0)
|
|
Xxxx Xxxxxxxxx, a married woman dealing in her sole and separate property
|
Baseline Minerals, Inc.
|
9/6/08
|
Weld
|
Memo 3606464, Affidavit 3781585
|
7N
|
60W
|
23
|
W2
|
|
Xxxx Xxxxxx Xxxxx, a married man dealing in his sole and separate property
|
Baseline Minerals, Inc.
|
9/16/08
|
Weld
|
Memo 3584257, Affidavit 3731070
|
7N
|
59W
|
19
|
E2
|
|
Xxxxxx X. Xxxxxxx, a married man dealing in his sole and separate property
|
Baseline Minerals, Inc.
|
10/5/10
|
Weld
|
Memo 3733389
|
7N
|
59W
|
18
|
Xxxx 0, 0, 0, XXXX, X0XX,XX (xxx X0XX, X0)
|
|
Xxxxxx X. Xxxxxxx, a married man dealing in his sole and separate property
|
Baseline Minerals, Inc.
|
10/5/10
|
Weld
|
Memo 3733389
|
7N
|
60W
|
23
|
W2
|
|
Xxxxxx X. Xxxxxxx, a married man dealing in his sole and separate property
|
Baseline Minerals, Inc.
|
10/12/10
|
Weld
|
Memo 3731050
|
7N
|
59W
|
20
|
W2
|
|
Xxxxxx X. Xxxxxxx, a married man dealing in his sole and separate property
|
Baseline Minerals, Inc.
|
10/12/10
|
Weld
|
memo 3731051
|
7N
|
59W
|
20
|
W2
|
|
Xxxxx X. Xxxx
|
Baseline Minerals, Inc.
|
11/10/10
|
Weld
|
Memo 3737413
|
7N
|
59W
|
19
|
Lots 1, 2, 3 and E2W2; ada W2
|
|
Xxxxxxx Investments
|
Condor Energy Technology, LLC
|
11/27/12
|
Weld
|
3951072
|
7N
|
59W
|
20
|
E2
|
|
The Xxxxxx X. Xxxxxxxx Trust, represented herein by Xxxxxxx Xxxxxx, Trustee of the trust
|
Baseline Minerals, Inc.
|
12/10/10
|
Weld
|
Memo 3749643
|
7N
|
59W
|
19
|
Lots 1, 2, 3 and E2W2; ada W2
|
|
Xxxxx X. Xxxx
|
Baseline Minerals, Inc.
|
12/13/10
|
Weld
|
Memo 3714717
|
7N
|
59W
|
20
|
W2
|
|
Xxxx X. Xxxx Family Trust, dated March 6, 2005
|
Baseline Minerals, Inc.
|
12/13/10
|
Weld
|
Memo 3718938
|
7N
|
59W
|
31
|
Lots 1,2,3,4, E2W2, E2
|
|
Xxxxx X. Xxxx
|
Baseline Minerals, Inc.
|
12/13/10
|
Weld
|
Memo 3714716
|
7N
|
59W
|
31
|
Xxxx 0,0, X0XX0, XX0
|
X - 0
Xxxxxxx B
|
#
|
API
|
OPERATOR
|
WELL
|
SEC
|
TWP
|
RNG
|
CTY
|
ST
|
WI BPO
|
NRI BPO
|
WI APO 200%
|
NRI APO 200%
|
|
1
|
0512336316
|
CONDOR ENERGY TECHNOLOGY, LLC
|
Xxxxx #2H
|
19/20
|
7N
|
59W
|
WELD
|
CO
|
0.1261
|
0.1009
|
0.1261
|
0.1009
|
|
2
|
0512336243
|
CONDOR ENERGY TECHNOLOGY, LLC
|
Waves #1H
|
23
|
7N
|
60W
|
WELD
|
CO
|
0.1406
|
0.1125
|
0.1406
|
0.1125
|
|
3
|
0512335357
|
CONDOR ENERGY TECHNOLOGY, LLC
|
Ford Family Trust #2H
|
31
|
7N
|
59W
|
WELD
|
CO
|
0.1875
|
0.15
|
0.1875
|
0.15
|
B - 1
