Termination of Working Interest Purchase and Sale
Exhibit 10.1
Termination
of
Working
Interest Purchase and Sale
This
Termination agreement effective the 28th day of
April, 2009 terminates the WORKING INTEREST PURCHASE AND SALE AGREEMENT (“the Agreement”) entered into
on the 29 th day of January, 2009, by and between Wellington Capital Management
Inc., whose address is, Xxxxxxxxxxx Xxxxx, 0xx Xxxxx,
0xx
Xxxxxxx Xxxx, Xxxxxx, Bahamas, a Bahamas corporation (“Seller”), and Tiger
Renewable Energy Ltd. whose address is, Sino Favour Centre, 1 On Yip
Street, Suite 1302, Chai Wan, Hong Kong, a Nevada Corporation,
(“Purchaser”)
and
Seller and Purchaser are sometimes
collectively referred to herein as “the
Parties”.
WITNESSETH
WHEREAS, the parties mutually agree to
Terminate the Working Interest Purchase and Sale as provided for under paragraph
K of the Working Interest Purchase and Sale agreement which covered
approximately 323 net acres in the Xxxxxxx Station
leases GP Project
Area; and are legally
described as;
1) Xxxxxxx B
Lease:
Oil and
Gas Lease dated January 28, 1922 and recorded in Volume 201, Pages 155 21 et
seg. of the Deed Records of Wichita County, Texas by and between N.O. Danoigar,
an lessor, and X.E. Xxxxxxx, as lessee, but only insofar as the said Oil and Gas
Lease covers the following lands:
A tract
of 20 acres out of the Northeast one-fourth of Section 14, H i C N RR. Co.
Survey, A-397, Wichita County, Texas, described by metes and bounds as
follows;
BEGINNING
a distance of 237.5 varas East of the Northwest corner in the North line of a
320 acre tract conveyed to X.X. Xxxxxxx by E.T. Xxxxx; THENCE South parallel
with the west line of the said E.T. Xxxxx tract a distance of 475 varas to a
stakes THENCE East 237.3 wares parallel to the North Line of the said E.T. Xxxxx
tracts THENCE North 475 varas parallel to the West line of the said Xxxxx tract;
THENCE West 237.5 varas to the PLACE OF BEGINNING, said 20 acre tract also being
the East 1/2 of the Northwest 1/4 of the Northeast 1/4 of Section 14, H & G
N RR. Co. Survey, A-397, Wichita County, Texas, limited to depths from the
surface down to 2,000 feet subsurface.
2) Xxxxxxx C
Lease:
Oil and
Gas Lease dated June 3, 1913 and recorded in Volume 65, Pages 537 et. Seg.of the
Deed Records of Wichita County, Texas by and between J,X. Xxxx, Trustee, as
lessor, and X.X. Xxxxxxxx, as lessee, but only insofar as the said oil and Gas
Lease covers the following lands:
A tract
of 20 acres out of the Northeast one-fourth of Xxxxxxx 00, X x 0 X XX. Xx:
Survey, A-397, Wichita County, Texas, described by mates and bounds as
follows,
BEGINNING
at the Northwest corner of the Northeast one-fourth of the said Section 14;
THENCE East 237.5 vans to a stake! THENCE South 475 varas to a stakes THENCE
West 237.5 varasi THENCE North 475 varas to the PLACE OF BEGINNING, limited to
depths from the surface down to 7,000 foot subsurface.
3) White
Lease:
Oil and
Gas Lease dated September 15, 1954 and recorded in Volume 644, Pages 22 nt dna.
of the deed Records of Wichita county, Texas by and between Xxxxx X. Xxxxx, Xx.,
and others, as lessor, and Xxx Xxxx, and others, as lessee, but only insofar as
the said Oil and Gas Lease covers the following lands:
A tract
of 60 acres, Vlore or labs, out H & G N Ry Co. Survey Ho. 1141A-147, in
Wichita County, Texas, limited to the depths from the surface down to 2,700 feet
subsurface, the said 60 acre tract being more particularly described as
follows:
Being A
part of an original lease of 120 acres of land, from Xxxxx X. Xxxxx, Xx., et al,
to Xxx Xxxx, et al, dated September 15, 1954 and recorded in Volume 644, Page
31, Deed Records of Wichita County, Texas and being described as
follows:
Being a
part of a certain 402.5 acres of land out of the H & G N RR. Co. Survey No.
11, Abstract 147, which lies south of the FW and DC RR. right-of-way,
Wichita County, Texas, and further described as follows:
BEGINNING
at a point in the West Boundary line of said Survey Xx. 00, Xxxxxxxx Xx. 000,
which point is 3,100 feet North from the Southwest corner of said Survey, and
which point is the Northwest corner of a certain 40 acre tract previously
assigned by Xxx Xxxx, et al, to X.X. Xxxxxx; THENCE East along the North line of
said Xxxxxx 40 acre tract 1,980 feet to a stake for corner, THENCE South along
the east line of said Xxxxxx 40 acre tract 660 feet to a stake in the North line
of a tract of land under lease to X.X. Xxxxx as described in the lease agreement
dated February 16, 1948 and recorded in Volume 474, Pages 243 It Eta. of the
Deed Records of Wichita County, Texas;
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THENCE
East along the North line of said Xxxxx 80 acre tract of land 1,9801feet to a
stake in the right-of-way of the FW A DC RR. Co. Survey; THENCE North 63• West
along the boundary line of the FW & DC RR. Co. right-of-way 4,524 feet to
the Northwest corner of said 402.5 acre tract: THENCE South along the West
boundary line of said Survey 11 to the PLACE OF BEGINNING, limited to the
production of oil from the surface down to a depth of 2,700 feet
subsurface.
THERE IS
EXCEPTED FROM THE ABOVE DESCRIBED PROPERTY AND NOT COVERED HEREBY all
of the following described, Lots and blocks out of what is known as the
subdivision of the Xxxxxxx Townsite and X. X. Xxxxx, et al land according to
plat thereof and being a subdivision of said 402.5 acres of land, to wit: Xxxx
00, 00 & 00 xx Xxxxx 21 Xxxx 00, 00 & 00 xx Xxxxx 3; all of Block No. 4;
Xxxx 00, 00, 00 & 00 xx Xxxxx Xx. 0, Xxx 00 xx Xxxxx 8.
4) Xxxxx Xxxxx
Lease:
Xxxxx
Xxxxx Lease being a tract of forty acres, more or less, out of H & G N RR.
Co. Survey Number 11, Abstract 147, in Wichita County, Texas, being more
particularly described as follows: Being a part of an original lease of 120
acres of land from Xxxxx X. Xxxxx, Xx. et al, to Xxx Xxxx, et al, dated
September 15, 1954 and recorded in volume 644, Page 31, Deeds Records of Wichita
County, Texas and being described as follows: Being a part of a certain 402.5
acres of land out of the H & G N RR Co. Survey No. 11, Abstract 147, which
lies South of the FW & DC RR. Right-of-Way, Wichita County, Texas, and
further described as follows:
Beginning
at a point in the West boundary line of said Section Xx. 00, X & X.X. XX.
Xx. Xxxxxx, Xxxxxxxx No. 147 which point is 2310 feet north from the Southwest
(S.W.) corner of said survey;
Thence
East 1319.51 feet to a point in the West line of a certain 80 acre tract of land
which was under lease of Oil and Gas to X.X. Xxxxx as described in the lease
agreement dated Feb. 16, 1948, recorded in Vol. 474, page 243 Deeds Records of
Wichita County, Texas;
Thence
North along the West boundary line of said Xxxxx 80 acre tract of land 330 feet
to its Northwest (N.W.) corner;
Thence
East along the North line of said Xxxxx 80 acre tract of land 660 feet to
corner;
Thence
North parallel to the West boundary line of said survey No. 11 a distance
of 1980 feet to the West boundary line of said survey; Thence South along the
West boundary line of said survey No. 11 a distance of 990 feet to the point of
beginning, and containing 40 acres of land;
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5) Lincoln
Lease:
Oil and
Gas Lease dated October 12, 1954 and recorded in Volume 643, Pages 421 et seg.
of the Deed Records of Wichita County, Texas by and between Xxx Xxxxxxx, as
lessor, and Winfrey Drilling Company, as lessee, but only insofar as the said on
and Gas Lease covers the following lands:
All of
the East 20 acres of the Southwest one-fourth or the Northeast one-fourth of
Block 14 X.X.. Xxxxxxx Survey, A-397, in Wichita County, Texas, limited to the
depths from the surface down to 2,000 feet subsurface.
6) Xxx Xxxxxxx
Lease:
1)
Oil and Gas Lease dated October 13, 1954 and recorded in Volume 643, Pages 29 et
seg. of the Deed Records of Wichita County, Texas by and between Xxx Xxxxxxx, as
lessor and L.Xxxxx Xxxxxx, as lessee; and
2)
Oil and Gas Lease dated October 13, 1954 and recorded in Volume 643, Pages 27 et
seg of the Deed Records of Wichita county, Texas by and between
Minnesota Mutual Life Insurance co., as lessor, and L.Xxxxx Xxxxxx,
as lessee;
but only
insofar as the said oil and Gas Leases cover all of that portion of the East
one-half of the Northeast one-fourth of Section 00, X.X. Xxxxxxx Xxxxxx, X-000,
in Wichita County, Texas lying South of the South line of the Fort Worth and
Denver right-of-way, consisting of 73 acres, more or less, limited to the depths
from the surface down to a depth of 2,000 feat subsurface.
Oil and Gas Lease dated September 15,
1954 and recorded in Volume 644, Pages 32 et seg. of the Dead Records of Wichita
County, Texas by and between Xxxxx X. Xxxxx, Xx., at al, as lessor, and Xxx
Xxxx, and others, as lasses, but only insofar as the said Oil and Gas Lease
covets a 40 ace tract of land out of the H&G N Ry Co. Survey No. 11, A-147;
Wichita County, Texas, as to depths from 701 fact subsurface down to 2,700 fast
subsurface, the said' 40 acre tract being more particularly described in that
certain Assignment of -oil and Gas Lease recorded in volume 644, Pages 34 et
seg• of the Deed Records of Wichita County, Texas to which reference
is here made.
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7) Xxxxxxx /Xxxxxxx D
Lease:
Oil and
Gas Lease dated August 25. 1954 and recorded in volume 639. Pages 161 ~ lag. or
the Deed Records of Wichita County, Texas by and between Xxxxxx X. Xxxxxxx, and
others, as lessor, and X.X. Xxxxxx, and others, as lessee, but only insofar as
the said Oil and Gas Lease covers the following lands:
All of
the East 70 acres of the North 80 acres of the West One-half of Section 14, X.X.
Xxxxxxx Survey, A-397, in Wichita County, Texas, limited to the depths from the
surface down to 2,100 Cast subsurface
2. Oil
and GAS Lease dated October 18, 1954 and recorded in Volume 642, Pages 145 et
seg. of the Deed Records of Wichita County, Texas by and between Xxxxxx X.
Xxxxxxx, and others, as Lessor, and X.X. Xxxxxx, and others, as lessee, but only
insofar as' the said Oil and Gas Lease covers the following lands:
All of
the East 112 of the Southeast 1/4 of the Northwest 1/4 of Section 14, X.X.
Xxxxxxx Survey, A-397 in Wichita County, Texas, limited to the depths
from the surface down to 2,100 feet subsurface.
Oil and
Gas Lease dated September 27, 1954 and recorded in Volume 642, Pages
149 at seg.of the Deed Records of Wichita County, Texas by and between Xxxxxxx
Mineral Trust, as lessor, and X.X. Xxxxxx, as lessee, but only insofar as the
said Oil and Gas Lease covers
the
following lands:
All of
the West one-half of the Southwest one-fourth of the Northeast one-fourth ~t
Section 14, X.X. Xxxxxxx survey, A-397, Wichita County, Texas, consisting of 20
acres, more or less, limited to the depths from the surface down to 2,100 feet
subsurface.
WHEREAS, Purchaser was to acquire a 30%
working interest in the GP Project and due to market conditions will not be in a
position to fulfill its purchase obligations under the agreement.
WHEREAS, Purchaser
has agreed that all rights,
titles, interests and privileges granted to purchaser under the agreement are
terminated herein and revert back to seller and all rights and obligations
attributable thereto after the date of the agreement remained owned and borne by
Seller in the percentage set forth in this agreement.
NOW,
THEREFORE, in consideration
of the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:
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ARTICLE
I
A. Termination
of Purchase of Oil and
Gas Lease Working Interest
Following
the receipt from Purchaser of a timely and duly
executed original of this Termination Agreement and Mutual release as attached,
Seller will acknowledge
the Purchaser that the
parties have mutually terminated the purchase and sale agreement.
Following
the receipt from Seller
of a timely and duly executed original of the Termination Agreement, discharge
of the Convertible Note Agreement, The Purchaser will no longer be
considered on title as a Working Interest owner in the oil and gas leases under
the agreement and all rights,
titles, interests and privileges granted to Purchaser under the agreement are terminated
herein and revert back to Seller.
B. Consideration
No consideration will be due from
Purchaser to Seller or from Seller to Purchaser.
ARTICLE
II
Miscellaneous
A. Paragraph
Headings
The
paragraph headings inserted in this agreement are utilized solely for reference
purposes and do not constitute substantive matter to be considered in construing
the terms of this agreement.
B.
Time is of the Essence
It is
specifically understood and agreed that time is of the essence
hereof.
C.
Liability
All
liability hereunder shall be several and not joint or collective.
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D. Entire Agreement
This
agreement contains the entire agreement between the parties hereto relative to
the GP Project Xxxxxxx
Station leases
outlined as described in legal descriptions above. Any prior
agreements, promises, negotiations or representations not expressly set forth in
this agreement are of no force and effect. No variations,
modifications, or changes herein or hereof shall be effective unless evidenced
by a written document executed by the parties hereto.
F. Counterparts
This
agreement may be executed in any number of counterparts and each counterpart so
executed shall have the same force and effect as an original instrument and as
if all of the parties to the aggregate counterparts had signed the same
instrument, provided that this agreement shall not be effective, as to any party
until executed by the party hereto.
G. Binding Agreement
The
terms, covenants and conditions of this agreement shall be binding upon and
shall inure to the benefit of the parties hereto and to their respective heirs,
devisees, legal representatives, successors and assigns, and such terms,
covenants and conditions shall be deemed covenants running with the land;
however, it is stipulated that no assignment or transfer by Purchaser however
accomplished, of any right, title or interest acquired under the agreement shall
relieve Purchaser of any
liability or obligation previously incurred unless otherwise agreed to in
writing by the parties subject hereto.
H. News
Releases
Any party
hereto desiring to issue a news release concerning operations conducted on the
Contract Area shall provide the other parties hereto with copies of the proposed
release and no such news release shall be issued without first obtaining the
written consent of all parties hereto which consent shall not be unreasonable
withheld. The foregoing notwithstanding, unless the other parties
object in writing to a proposed news release or the contents thereof within 24
hours after receipt of same, any party failing to object within the time
provided will be conclusively presumed to have approved the proposed news
release. The leases shall be referred to as the GP Project for identification
purposes.
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L. Governing
Law
This Termination Agreement shall be governed by and
construed in accordance
with the State Laws of Texas in the United States of
America.
IN WITNESS WHEREOF, this
instrument is executed in duplicate by each of the parties hereto as of the date
hereinabove first written.
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Seller: Wellington Capital
Management Inc.
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By:________________________Dated:______________
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Purchaser: Tiger Renewable
Energy Ltd.
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By:
________________________Dated:______________
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