Exhibit 2.2
ASSIGNMENT AND XXXX OF SALE
THE STATE OF TEXAS
COUNTY OF XXXXXX
This Assignment and Xxxx of Sale, effective as of December 1, 2010
("Effective Date"), is by and between BARON ENERGY, INC., a Nevada corporation,
whose address is 000 Xxxx Xxxx Xx., Xxx Xxxxxxxxx, XX 00000, as "Assignor" and
Xxxxxxxx Living Trust, Xxxxx X. Xxxxxxxx, Trustee, whose address is 0 Xxxxxx
Xxxx Xxxxx, Xxxxxx Xxxxxx, XX 00000, hereinafter referred to as "Assignee."
WITNESSETH:
For valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Assignor hereby grants, sells, conveys, assigns and transfers to
Assignee, effective as of the Effective Date, fifty percent (50%) of the
following:
(a) The interest of the Assignor in the oil and gas leases described in
Exhibit "A" attached hereto and incorporated herein by reference;
(b) The Assignor's right, title, and interest in and under, or derived
from, all presently existing contracts, agreements, and instruments to the
extent they relate to the interest described in Exhibit "A," including, but not
limited to, operating agreements, unitization agreements, communitization and
pooling agreements, agreements for the sale or purchase of oil, gas, casinghead
gas or CO2, and gas processing agreements all of which are hereinafter
collectively referred to as "Existing Contracts");
(c) The Assignor's right, title, and interest in and to all real and
personal property, fixtures, appurtenances, easements, licenses, approvals, or
authorizations and permits to the extent they directly relate to the interests
described in Exhibit "A," including all xxxxx, associated equipment, surface
rights, and lease and unit owned facilities;
(d) The Assignor's right, title, and interest in and to the oil, gas of any
kind and nature, other hydrocarbons and other minerals in, on, and produced from
or allocated to the leasehold interest sold to Assignee from and after the
Effective Date hereof.
All of the property and contract rights, titles, and interests described
above are hereinafter collectively called the "Purchased Properties."
TO HAVE AND TO HOLD the said Purchased Properties unto Assignee, its
successors and assigns, forever subject to the terms, reservations, and
conditions contained herein.
All of the Purchased Properties, whether real or personal, are conveyed
subject to a Special Warranty of Title, that the Purchased Properties are free
and clear of and from any lien, claim, mortgage, or other encumbrance, whether
similar or dissimilar, by any person claiming by, through, or under Assignor,
and not otherwise.
Assignor also hereby grants and transfers to Assignee, its successors and
assigns, the benefit of the right to enforce the covenants and warranties, if
any, which Assignor is entitled to enforce with respect to the Purchased
Properties against Assignor's predecessors in title.
By acceptance of this Assignment, on and after the Effective Date Assignee
assumes and agrees to pay, perform, and discharge all of Assignor's
responsibilities, liabilities, and obligations related to the environmental
condition of the Purchased Properties.
Assignee hereby assumes and agrees to perform all duties and obligations of
the Assignor, present, past, and future, applicable to the operations or
prescribed in the leases and Existing Contracts covered hereby.
Assignee agrees to defend, indemnify, and hold harmless Assignor from and
against all losses, costs, claims, demands, suits, liability, and expenses with
respect to the Purchased Properties which arise out of or relate to Assignee's
ownership and/or operation of such properties, or which in any manner relates to
the condition of the premises and equipment with regard to any event or
occurrence occurring after the Effective Date.
EXECUTED by Assignor and Assignee on the dates shown below.
ASSIGNOR
BARON ENERGY, INC.
Date: By:
----------------------------- -----------------------------
Xxxxxx X. Xxxxxxxxxx, President and CEO
STATE OF
------------------
COUNTY OF
-----------------
The foregoing instrument was acknowledged before me on the ________ day of
December 2010, by Xxxxxx X. Xxxxxxxxxx, President and CEO of Baron Energy, Inc.,
a Nevada corporation, on behalf of said corporation.
ASSIGNEE
XXXXXXXX LIVING TRUST
Date: By:
----------------------------- -----------------------------
Name: Xxxxx X. Xxxxxxxx, Trustee
STATE OF CALIFORNIA
COUNTY OF _________
On ________________________________ before me, ____________________________
_________________________________personally appeared ___________________________
_________________________________, who proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
------------------------------
2
