AGREEMENT FOR SALE, ASSIGNMENT AND RELEASE OF INTERESTS AGREEMENT #3:
AGREEMENT
#3:
"Winston"
Well NE/4 of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 East
This
Agreement for S e, Assignment and Release of Interests (this "Agreement") is
entered into as of this 29th
day of December 2008, by and among Xtreme Oil & Gas, Inc. ("XTOG"), a
Washington corporation; and its wholly-owned subsidiary, Xtreme Operating Ltd.
Co., ("XOLC") an Oklahoma limited liability company, which XOLC was f/k/a Go
Operating Company, Ltd. Co., (both of which. XTOG and XOLC are collectively,
"XTREME"), each of which has, as its business address, 0000 Xxxx Xxxxx Xxxxxxx,
Xxxxx 0000, Xxxxx, Xxxxx 00000 and Golden Phoenix Recovery, L.L.C., an Oklahoma
limited liability company, ("GPR") which GPR was a/k/a GPR, LLC or Golden
Phoenix Recovery, L.L.C. d/b/a GPR, LLC; Xxxxxxx Property Development Ltd.
("MPDL"), an Oklahoma corporation, which MPDL was f/k/a Access Operating
Company, Inc.; Xxxxxxx Operating Company, ("MOP"), an Oklahoma corporation; BJS
Revocable Trust u/a/d 3/10/02 (the BJS Trust"), a family trust; South Kensington
Ltd. Co., ("SKLC"), an Oklahoma limited liability company; and JMEKS, Inc.,
("JMEKS"), an Oklahoma corporation (which GPR, MPDL, MOP, the BJS Trust, SKLC
and JMEKS are collectively referred to as the "Assignors"), each of which
Assignors has, as its business address, 00000 X Xxxx, Xxxxx #000, Xxxxxxxx Xxxx,
XX 00000.
This
Agreement is made with reference to the following facts:
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A.
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XTREME
and Assignors are engaged in the oil and gas exploration, drilling,
extraction and operations business;
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B.
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XTREME
previously entered into certain agreements with XOLC (before acquiring
this entity), as well as GO Energy Corp. Inc. ("GEC"), an Oklahoma
corporation acting on behalf of one or more of Assignors and/or affiliates
of Assignors under an agreement captioned "Exploration, Development, and
Production Agreement for Xxxxxxx Properties" dated as of February 13, 2008
(the "EDP Agreement") by which EDP Agreement, the Assignors agreed to
convey certain interests to XTREME;
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C.
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XTREME
and Assignors desire to resolve each and all claims and differences and
disputes regarding the performance under the EDP Agreement including but
not limited to the retained interests and all compensation, differences
and claims relating to the assets referenced herein by this
Agreement;
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D.
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The
Assignors have been paid and acknowledge receipt for, as of the date of
this Agreement, under the EDP Agreement, a total of approximately
$130,000, the receipt and sufficiency of which is hereby acknowledged,
thereby paying in full, the amount due of $25,000 for the property
commonly known as the "Winston Well" (as hereinbelow identified), which
only the Winston Well is the subject of this Agreement with the balance
allocated pursuant to a separate agreement for other properties including
but not limited to the properties commonly known as the "Cookie Well," the
"Lionheart Well," both in Xxxxx County and the "Oil Creek Well" in XxXxxxx
County, all in Oklahoma; and
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E.
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The
parties hereto desire to complete the assignment and, in connection
therewith, desire that the Assignors release all interests and claims to
the subject property.
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NOW,
THEREFORE, in consideration of the premises and the covenants, agreements to
assign and releases herein contained and other good and valuable consideration,
the receipt and sufficiency of which is acknowledged by all of the parties
hereto, THE PARTIES HERETO AGREE AS FOLLOWS:
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1.
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CONFIRMATION
OF TERMS OF ACQUISITION. XTREME had agreed to acquire certain
additional xxxxx referenced in the EDP Agreement as additional AMI acreage
and XTREME and Assignors now agree and confirm that the well and leases
described as the property in the NE/4 of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx,
Xxxxx 0 Xxxx (xxx also known as the Xxxxxxx'x Xxxxxxx 25-0-2 well), and
referred to herein as the "Winston Well" is to be included and therefore
assigned and accepted. Assignors, do agree, and by execution and delivery
of the "Assignment of Oil and Gas Leases," attached hereto as Schedule A
(the "Assignment"), do assign and sell the leases representing
approximately 100 acres out of 160 acres, all of which are based on
current spacing and all of which are currently valid in their primary term
through June 2009 and thereafter renewable and each Assignor hereby does
quit claim and release and remise unto XTREME, the balance of the working
interest in the Winston Well. Assignors shall execute and deliver the
Assignment and cause same to be recorded in the Xxxxx County Court Clerk's
office, such that all leases described therein shall be assigned to XOLC
so as to permit XTREME to convey clear title to 100% (all) of the working
interest in the Winston Well into such joint ventures or other entities as
XTREME deems appropriate). Those Assignors not named on the Assignment
agree that, in the event required by XTREME or its auditor or legal
counsel, they shall execute and deliver for recording an assignment in the
same form as the Assignment evidencing such quit-claim and release of
their interests as agreed to
herein.
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2.
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ADDITIONAL
ASSETS TRANSFERRED. Assignors agree to sell and assign and by this
Agreement (constituting a "xxxx of sale"), do sell and assign and XTREME
agrees that it will acquire title and assume and liability for the
following with the indicated values agreed upon for purposes of assessing
a replacement value or insured
value:
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| Item | Replacement Value | |||
| Wellbore to 6500 ft. and surface Well Head | $ | 750,000 | ||
| BH Bridgeplug | ||||
| Two Oil tanks 300 bbl in 19-0-1 yard | $ | 18,500 | ||
| ¼ mile 4" poly pipe to disposal well | $ | 6,000 | ||
| ¼ mile 3" poly pipe to gas pig | $ | 7,500 | ||
| Missing Inventory subject to claim against AE3 & AE5 Access | ||||
| Tank pad gas separator | (missing but valued at $12,000) | |||
| Tank pad oil separator | (missing but valued at $8,000) | |||
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3.
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POST-DELIVERY
OBLIGATIONS OF THE PARTIES.
XTREME agrees that
it is
responsible for obtaining new leases or pooling or ratification, at its
cost to complete the leasing of the remaining 60 acres of the
quarter-section for 100% of the working interest based on a 75%
(seventy-five percent) Net Revenue Interest (the "Working Interest") and
any title opinion it deems necessary. The Assignors acknowledge receipt of
the $25,000 cash which, pursuant to the EDP Agreement, was due and is now
agreed to have been paid and, upon issuance of the shares specified in
paragraph 4 below, therefore confirm that they have no rights to the
Working Interest and release all claims and interest to same. Therefore,
except as provided herein, XTREME has no further obligation to any of the
Assignors. The surface agreement with "Xx. Xxxxxxx" may also require
renewal in the event that neither production nor continuous operations
have been maintained, although the Winston Well has been shut in due to
the disposal well situation with the party known as "Penn's." The
Assignors will cause to be reinstated and in good standing all entities,
which are the Assignors to insure the effectiveness of the assignments,
releases and agreements as provided
herein.
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4.
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CONSIDERATION.
XTREME has agreed to deliver and now confirms that the following entity
shall receive Seventy-Five Thousand (75,000) Shares of common stock of
XTREME (the "Stock") which shall be the full consideration and payment in
full for the interests to be conveyed by all Assignors (who are
affiliated) which, together with interests to be conveyed pursuant to the
EDP Agreement, shall result in XTREME owning 100% (all) of the Working
Interest in the Winston Well:
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| The BJS Trust | 75,000 shares |
XTREME,
having paid cash to the Assignors and being credited for such payments by
agreement and stipulation by the parties, has paid all cash due for the Winston
Well and no additional cash is due to any of the Assignors for the assignment
contemplated herein and the result of which is that XTREME shall own 100% (all)
of the Working Interests. The total of cash payments received by the Assignors
as of the date of this Agreement is agreed to be approximately $130,000, of
which $25,000 represents payment in full for the Winston Well. The parties
further agree that the shares which were previously paid and delivered to GEC,
affiliated with the Assignors pursuant to the EDP Agreement, are accepted and
agreed to be in full satisfaction of the requirement for share issuances under
the EDP Agreement.
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5.
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ASSIGNMENT.
Assignors agree and, by execution and delivery of this Agreement and the
Assignment, all, jointly and severally transfer, release and assign all of
their right, title and interest in and to the Winston Well including any
and all mineral rights and the Working Interest owned by all Assignors
and/or their affiliates. To the extent that an "Assignor" (one of the
Assignors) does not appear in the chain of title, such Assignor agrees
that this conveyance shall be construed as a quit-claim conveyance and
such Assignor does quitclaim, release and remise all of its right
title and interest in and to the Winston Well, all of the mineral rights
appertaining thereto and the Working Interest but each Assignor agrees
that, in the event required by XTREME, its auditors or counsel, it will
execute and deliver for recording a quit-claim assignment or a release
of its interests to effectuate the assignment and release contemplated in
this Agreement.
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6.
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RETAINED
OWNERSHIP TO BE ASSIGNED BACK. XTREME acknowledges that the BJS
Trust shall retain, and, therefore, following the assignment or in
conjunction therewith, shall receive the balance of the Net Revenue
Interest greater than the Seventy-Five (75%) Percent conveyed to XTREME as
the Working Interest less any Net Revenue Interest held by another owner
as an over-riding royalty interest or mineral rights royalty interest,
which retained interest shall be assigned or reserved as an "Over-riding
Royalty Interest." Assignor has previously agreed to convey a percentage
of the Over-riding Royalty Interest assigned or retained as provided
herein to affiliates of XTREME. XTREME shall not be responsible for
division or allocation of this "ORRI" to Assignor and
others.
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7.
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REPRESENTATIONS
AND WARRANTEES. Each Assignor does affirm, represent and warrant to
XTREME as follows: (1) that he, she or it has been duly authorized and
properly constituted and empowered to execute this Agreement and convey
the rights, title and interests conveyed herein and the party signing on
behalf of such Assignor is duly authorized and empowered to execute and
deliver same of such Assignor's behalf; (2) that this Agreement is binding
upon each Assignor; (3) that Assignor has not otherwise sold,
hypothecated, transferred or assigned any part of the right, title or
interest to the Well after assignment, except to another party to this
Agreement who is bound hereby; (4) that Assignor has not contracted for,
agreed to or become obligated to sell, hypothecate, transfer or assign all
or any part of the right, title or interest to the Well after the date of
the this Agreement; (5) that Assignor has not permitted nor suffered to
occur any debt or lien or claim to arise or attach to any right, title or
interest to the Cookie Well held by such Assignor; (6) no Assignor or
affiliate of Assignor has retained or attempted to retain any interest in
the Winston Well except as provided herein (all such contrary provisions
or attempts to the contrary being declared by Assignors to be null and
void); (7) that Xxxxx Xxxxxxxx is fully empowered and acting as a the sole
managing member for GPR and SKLC able to execute and deliver the
Assignment and bind these two Assignors conveying the interest described
therein; and (8) no Assignor will accept or attempt to obtain any leased
mineral interest or working interest in the section in which the Winston
Well is situated.
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8.
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COMPLIANCE
WITH STATE LAWS. In the event that any language or revision is
necessary to incorporate any warning, advisory, notice or other reference
to conform with the state laws of any jurisdiction governing this
Agreement, each party agrees to execute, immediately upon notice of such
requirement, an amendment or a restated version of this Agreement provided
that only such any warning, advisory, notice or other reference to conform
with the state laws shall be
added.
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9.
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ENTIRE
AGREEMENT. This Agreement embodies the entire understanding among
the parties and merges all prior communications among them. Any amendment
hereof must be in writing and signed by all of the parties hereto. Any
provision hereof may only be waived in writing signed by the party
entitled to waive such provision. All
covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of
the parties and
their respective controlling persons and his, her or its respective
heirs, personal representatives, successors, and assigns, whether so
expressed or not. No party to this Agreement may, however, assign his
rights hereunder or delegate his obligations hereunder to any other person
or entity without the express prior written consent of the other parties
hereto. The section headings contained in this Agreement are inserted as a
matter of convenience and shall not be considered in interpreting or
construing this Agreement. In the event that any party must resort to
legal action, the prevailing party will be entitled to reimbursement from
the non-prevailing party for all reasonable attorneys' fees and other
costs. Each party will execute and deliver such further documents and take
such other actions as may be necessary or appropriate to consummate the
transactions contemplated hereby. This Agreement will be governed in
accordance with the laws of the State of
Texas.
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10.
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COUNTERPARTS.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. A facsimile signature by any party
on a counterpart of this Agreement shall be binding and effective for all
purposes.
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11.
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MISCELLANEOUS.
Each party shall have the right of specific performance and time is of the
essence as to performance of each of the terms hereof. All notices,
requests, consents, and other communications under this Agreement shall be
in writing and shall be mailed by registered or certified mail, postage
prepaid, or delivered personally to the address written above or to such
other address of which the addressee shall have notified the sender in
writing. Notices mailed in accordance with this section shall be deemed
given when mailed. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of the
remaining provisions.
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(signatures
on the following page; balance of this page left blank)
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
| Xtreme Oil & Gas, Inc. | |
| By: |
/s/ Will XxXxxxxx
III
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Xxxxxxx
X. XxXxxxxx, CEO
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| Golden Phoenix Recovery, L.L.C., an Oklahoma limited company | |
| By: |
/s/ Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx, Managing Member
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| GPR, LLC, an Oklahoma limited liability company | |
| By: |
/s/ Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx, Managing Member
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| Xxxxxxx Property Development Ltd., an Oklahoma corporation | |
| By: |
/s/ Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx, president
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| Xxxxxxx Operating Company, an Oklahoma corporation | |
| By: |
/s/ Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx, president
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| BJS Revocable Trust u/a/d3/10/02, a family trust | |
| By: |
/s/ Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx, trustee
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| South Kensington Ltd. Co., an Oklahoma limited liability company | |
| By: |
/s/ Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx, Managing Member
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| JMEKS, Inc., an Oklahoma corporation | |
| By: |
/s/ Xxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxx, president
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6
Schedule
A to "Winston" Agreement
Assignment of Oil and Gas Leases with
Reservation of Overriding Royalty,
KNOWN ALL
MEN BY THESE PRESENTS:
That
Golden Phoenix Recovery, L.L.C., an Oklahoma Corporation, ("GPR, L.L.C."), and
South. Kensington Ltd. Co., ("South"), an Oklahoma limited liability company
(collectively Assignors) both of 00000 X Xxxx, Xxxxx #000, Xxxxxxxx Xxxx, XX
00000 (hereinafter called "Assignors"), for and in consideration of the sum of
Ten Dollars ($10.00) paid and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the Assignors, do assign,
transfer, sell and convey by this Oil and Gas Assignment Leases with Reservation
of Overriding Royalty, subject to the terms hereof, 100% (all) of the working
interests, being a seventy-five (75%) percent net revenue interest (the
"Assigned Interest") of such oil and gas leases and oil and gas leasehold
interests, (the "Leases") duly recorded thereby, covering the following land in
Xxxxx County, State of Oklahoma as more fully described on Exhibit "A" but being
referenced as :
SUBJECT
ACREAGE : The NE/4 of Xxxxxxx 00, Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx Xxxxx Xxxxxx
Oklahoma
Assignors
have provided no opinion as to title to the Assigned Interests. Assignor makes
no declaration of existing liens, encumbrances and adverse claims except those
created by or suffered by Assignors to have been created or as duly filed during
the ownership by Assignors. No warranty is made that the rentals and royalties
due under any of the leases have been paid or that all conditions necessary to
keep the same in full force have been duly performed. .
Assignor
hereby reserves an overriding royalty interest in the Leases equal to the excess
interests remaining after assignment of the Assigned Interest, less the existing
leasehold burdens, including lessor royalty interests, in and to all oil, gas,
casinghead gas, condensate and other hydrocarbons produced, insofar and only
insofar as said oil, gas, casinghead gas, condensate and other hydrocarbons are
sold and/or saved from the Leases and other interests described herein, it being
the intent herein to convey only a 75% net revenue interest in the Leases and
other interests. The interests retained are an overriding royalty interest and
therefore, Assignee's interest are subject to the obligation to carry Assignor
as to the drilling and completion costs on any well drilled on a seventy -five
(75%) percent net revenue interest and the overriding royalty interest retained
as provided herein shall be free and clear of and from any and all costs and
expenses of developing, operation, producing and marketing, but shall bear its
proportionate part of all gross production, severance and other taxes which may
be assessed or levied against said overriding royalty interest or the production
attributable thereto. Nothing contained herein shall impose on Assignor any
covenant, duty or obligation to develop or operate the properties covered by the
Leases other than as required by the Leases nor to maintain the Leases in effect
by the payment of delay rentals. In the event Assignor owns less than the entire
and undivided leasehold estate the Leases, or any of them, the overriding
royalty interest herein assigned shall be reduced in the proportion which the
leasehold interest owned by Assignor bear to the entire and undivided oil, gas
and mineral estate described therein. The overriding royalty interest herein
assigned shall attach and apply to all extensions and renewals of the Leases as
attached in Exhibit A, and will continue while
these leases or subsequent leases are held by production, or held by shut in
payments or other payments.
7
Executed
this 29th
day of December,
2008.
ASSIGNORS:
| Golden Phoenix Recovery, L.L.C., | |
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/s/ Xxxxx
Xxxxxxxx
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| By: |
Xxxxx
Xxxxxxxx, Managing Member
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| South Kensington, Ltd, Co., | |
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/s/ Xxxxx
Xxxxxxxx
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| By: |
Xxxxx
Xxxxxxxx, Managing Member
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STATE OF
OKLAHOMA
)
) ss.
COUNTY OF
XXXXX
)
Before
me, the undersigned, a Notary Public, in and for said County and State on this
29th
day of December, 2008, personally
appeared Xxxxx Xxxxxxxx, as Managing Member of Golden Phoenix Recovery, L.L.C..
and Managing Member of South Kensington Ltd. Co., personally known to me to be
the identical person who subscribed the name of the makers thereof to the
foregoing instrument and acknowledged to me that he executed the same as his
free and voluntary act and deed and as the free and voluntary act and deed of
each of Golden Phoenix Recovery, L.L.C.. and South Kensington Ltd. Co. for the
uses and purposes therein set forth.
Given
under my hand and seal of office the day and year last above
written.
My
Commission Expires: 4/27/10
| /s/ Sou Kongvongsay | |
| Notary Public |
8
Exhibit
A
Any and
all interests pooled, cured or acquired and purchased by payment of the pooled
lease interest rates under and by Order Attached to and made a part thereto to
that certain Assignment of Working Interest and Overriding Royalty
Interest
Lease No.
1
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Dated:
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as
filed ______________
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Lessor:
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Xxxxx
X. Xxxxxxxxx
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Lessee:
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GPR
L.L.0
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Description:
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The
XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx,
Oklahoma
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Recorded:
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Book
1932 /Page: 612
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Lease No.
2
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Dated:
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As
filed
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Lessor:
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Xxxxx
X. Xxxxxxxx
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Lessee:
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GPR
L.L.0
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Description:
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The
XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx,
Oklahoma
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Recorded:
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Book
/Page:
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Lease No.
3
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Dated:
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As
filed
12 June 2006
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Lessor:
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Xxxxxxx
& Xxxxx Xxxxxxxxx
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Lessee:
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GPR
L.L.0
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Description:
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The
XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx,
Oklahoma
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Recorded:
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Book
________1991_________ /Page:
____596_____
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Lease No.
4
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Dated:
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As
filed
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Lessor:
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Xxxxx
X. Xxxxxx & Xxxxxxx X. Xxxxxx W/H as
JT
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Lessee:
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GPR
L.L.0
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Description:
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The
XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx,
Oklahoma
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Recorded:
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Book
1991
/Page:
605
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Lease No.
5
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Dated:
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As
filed
4/23/2007
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Lessor:
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Xxxxx
Xxxx Toon
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Lessee:
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GPR
L.L.0
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Description:
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The
XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx,
Oklahoma
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Recorded:
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Book
1991
/Page:
593
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Lease No.
6
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Dated:
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As
filed
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Lessor:
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Xxxxxxx
Xxxx Toon
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Lessee:
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GPR
L.L.0
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Description:
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The
XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx,
Oklahoma
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Recorded:
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Book
1991
/Page: 604
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Lease No.
7
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Dated:
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As
filed
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Lessor:
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Xxxxxx
X. Xxxxxxx
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Lessee:
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GPR
L.L.0
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Description:
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The
XX/0 Xxxxxxx 00, X00X, X0X, Xxxxx Xxxxxx,
Oklahoma
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Recorded:
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Book
/Page:
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9
