Exhibit - Georgia Exploration, Inc. Form 10-QSB
Exhibit
- Georgia Exploration, Inc. Form 10-QSB
10.1 Agreement
between Xxxxxxx Resources LP and CodeAmerica Investments LLC effective October
1, 2006 for the purchase of 3,400 oil and gas lease acreage located in Xxxx
County, Kentucky.
XXXX
PROSPECT
XXXX
COUNTY, KENTUCKY
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STATE
OF KENTUCKY
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}
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COUNTY
OF XXXX
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}
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This
Purchase and Sale Agreement (this “Agreement”) is entered into as of and
effective the 1st
day of
October, 2006 by and between:
PARTIES
TO AGREEMENT
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(1)
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CODEAMERICA
INVESTMENTS, LLC (“CodeAmerica”)
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0000
Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx
Xxxxxx, Xxxxxxxxxxx 00000
(“SELLER”)
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(2)
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XXXXXXX
RESOURCES LP (“Xxxxxxx”)
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000
Xxxxxxx Xxxx.
Xxxxxxx,
Xxxxx 00000
(“PURCHASER”)
WHEREAS:
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A.
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SELLER
owns the oil and gas lease described in Exhibit A (hereafter referred
to
as the “Bel, Inc. Lease” or “Lease”) with lease acreage of approximately
3,400 gross acres, more or less located in Xxxx County,
Kentucky;
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B.
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PURCHASER
desires to acquire SELLER’s interests in the Bel, Inc. from SELLER at a
purchase price of US$ 75.00 per acre;
and
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C.
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SELLER
agrees to sell and assign its interests in Lease to PURCHASER,
and
PURCHASER agrees to remit payment to SELLER for such purchase of
Lease,
upon PURCHASER’S completion of an equity and/or debt offering (the
“Acquisition Payment”);
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NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and provisions herein contained, the receipt of which is hereby acknowledged
by
PURCHASER and by SELLER, the parties hereto agree each with the other as
follows:
-1-
ARTICLE
1 - DEFINITIONS
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a.
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Acquisition
Payment -
An amount equal to seventy-five dollars (US$75.00) per gross acre
(a total
of US$ 255,000 ) to be paid by PURCHASER to SELLER in immediately
available funds, to a bank account specified by SELLER, upon PURCHASER’S
completion of an equity or debt offering.
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x.
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Xxxx,
Inc. Lease (or Lease Acreage)
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The oil and gas lease acreage as described in Exhibit A to this
Agreement.
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ARTICLE
II - ASSINGMENT ACREAGE
SELLER
represents that it owns the oil and gas lease described in Exhibit A, which
comprise approximately three thousand four hundred (3,400) acres gross and
which
are located in Xxxx County, Kentucky. SELLER does not warrant title to the
Lease
Acreage, nor does SELLER make any representation with regard to any presence
or
lack of federal jurisdiction and/or regulation of the Lease Acreage, but
SELLER
will, upon request, furnish to PURCHASER a copy of such title documents and
relevant papers concerning the Lease Acreage as SELLER has in its files,
including without limitation the Lease itself. SELLER shall have no obligation
to furnish to PURCHASER new or supplemental abstracts of title or to do any
curative work in connection with the title to the Lease Acreage, or in
connection with the Lease or any other contracts affecting the Lease Acreage,
that are not already in SELLER’S files. PURCHASER shall furnish to SELLER a copy
of any title opinion covering the Lease Acreage, if such is obtained or acquired
by PURCHASER.
ARTICLE
III - LEASE ASSIGNMENT
Upon
PURCHASER’S remittance of Acquisition Payment to SELLER, SELLER shall execute
and deliver to PURCHASER a recordable assignment of: (a) one-hundred percent
(100%) working interest in and to the oil, gas and associated hydrocarbons
in
the Lease Acreage, and (b) subject to a 1/8th
(one-eighth) Lessor royalty burden, less any other interests that may be
reserved by Lessee under said Lease. A copy of the Assignment of Oil, Gas
and
Mineral Lease to be executed by SELLER and delivered to PURCHASER upon
PURCHASER’S remittance of the Acquisition Payment is provided in Exhibit C to
this Agreement.
Such
assignment shall be made without any warranty whatsoever, either express
or
implied, except by, through and under this Agreement. Such assignment shall
be
subject to the limitations, restrictions, terms, conditions, exceptions,
reservations and covenants set forth in this Agreement, the Xxxx Inc. Lease
and
all other instruments of record affecting the Lease Acreage. Upon assignment,
PURCHASER will solely be responsible for the payment of all costs and capital
expenditures necessary to drill and complete, or plug and abandon xxxxx drilled
by PURCHASER on Lease Acreage.
-2-
ARTICLE
IV - DRILLING AND PLUGGING AND ABANDONMENT PROVISIONS
The
entire cost, risk and expense of drilling, testing, completing, interconnecting
and/or plugging and abandonment of any well drilled in the Lease Acreage
shall
be borne exclusively by PURCHASER.
(i) Each
well
drilled and/or plugged and abandoned by PURCHASER shall be in compliance
with
all applicable rules, orders, regulations and laws of state, local or federal
authorities, including without limitation environmental and pollution control
laws and regulations, and in accordance with generally accepted drilling
practices in the oil & gas industry.
(ii) PURCHASER
shall conduct all drilling and other operations on Lease Acreage in a good
and
workmanlike manner and as such drilling and other operations would be conducted
by a reasonably prudent operator, including adherence to all obligations
and
notices provided for in the Xxxx, Inc. Lease.
(iii) PURCHASER
further agrees to fill in all pits which may be dug in connection with any
drilling operations of PURCHASER on Lease Acreage, and to restore the surface
of
the portions of the Lease Acreage where such drilling operations are conducted
as nearly as possible to their original condition.
(v) During
all drilling operations conducted, PURCHASER will exercise its best efforts
to
protect all fresh water sands by utilizing a cementing procedure that is
designed to ensure there will be no communication with and/or within fresh
water
sands, regardless of whether the applicable well is completed as a producing
well or is plugged and abandoned.
ARTICLE
V -
MINIMUM ROYALTY, DELAY RENTALS AND SHUT-IN PAYMENTS
PURCHASER
acknowledges and hereby agrees, from and after the date hereof and until
expiration of the Xxxx, Inc. Lease to pay annual minimum royalty amounts,
delay
rentals, shut-in well payments and any other Lease payments, as and to whom
required, which may be due or which may come to be due under the terms of
the
Lease.
SELLER
has incurred certain land and legal costs associated with the services to
evaluate title of Lease Acreage, and PURCHASER agrees to reimburse SELLER
for
such costs, which are more fully identified and described in Exhibit B to
this
Agreement. Total SELLER costs incurred to be reimbursed by PURCHASER are
$59,475.00.
At
PURCHASER’S request, SELLER shall provide copies of invoices, cancelled checks
and/or other documentation as applicable to confirm such costs.
ARTICLE
VI - INDEMNITY
PURCHASER
shall defend, indemnify and hold SELLER, its representatives, officers,
directors, agents, employees and invitees harmless from and against any and
all
third party claims, liens, demands, costs, loss, liability, or damage suffered
by SELLER (including attorney’s fees, litigations costs and investigation
costs), arising out of PURCHASER’S operations, or operations conducted by
persons in a contractual relationship with PURCHASER, plugging and abandoning
any xxxxx, PURCHASER’S use and disposal of produced water, wastes or substances
associated with operations on the Lease Acreage. PURCHASER’S obligations under
this Article VI are continuing obligations that shall continue in effect
and
that shall be enforceable by SELLER for a period of two (2) years after the
expiration of the Xxxx, Inc. Lease.
-3-
ARTICLE
VII - NOTICES
All
notices authorized or required by the terms of this Agreement shall be given
in
writing by personal delivery, express mail, facsimile or other delivery service,
return receipt requested and postage or charges prepaid, and addressed to
the
party to whom the notice is given at the address listed below. The notice
required under any provision hereof shall be deemed given only when received
by
the party to whom such notice is directed, and the time for such party to
give
any notice in response thereto shall run from the date the originating notice
is
received. A party shall be deemed to have received notice when such written
notice is delivered to the address of the party to be notified as stated
below
(or as subsequently changed by proper notification) or to the facsimile of
such
party. Each party shall have the right to change its address at any time
or from
time to time by giving written notice thereof to the other party.
SELLER
CODEAMERICA
INVESTMENTS, LLC
0000
Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx
Xxxxxx, XX 00000
Attn:
Xx.
Xxxxxx Xxx
Telephone:
(000) 000-0000
Fax
:
(000) 000-0000
PURCHASER
XXXXXXX
RESOURCES LP
000
Xxxxxxx Xxxx.
Xxxxxxx,
XX 00000
Attn:
Xx.
Xxxxxxx X. Xxxxxx,
Registered
Agent
Telephone:
(000) 000-0000
Fax
:
(000) 000-0000
ARTICLE
VIII - GOVERNING LAW
This
Agreement shall be construed under and in accordance with the laws of the
State
of Texas.
ARTICLE
IX
- MISCELLANEOUS
(a) INDIVIDUAL
RESPONSIBILITIES
The
duties, obligations, and liabilities of the parties hereto are intended to
be
severable and not joint or collective. This Agreement is not intended to
create,
and shall not be construed to create an association or trust, a mining or
other
partnership or association for profit, joint venture or agency relationship,
or
to render the parties liable for acts, either of commission or omission,
of any
parties hereto. Each party hereto shall be individually responsible for its
own
obligations as herein provided.
(b) ASSIGNMENT
This
Agreement may be assigned by PURCHASER without consent of SELLER, so long
as the
party receiving assignment has the financial and technical capability and
capacity to perform and meet all obligations under this Agreement.
(c) EFFECT
OF AGREEMENT
-4-
This
Agreement and the Exhibits attached hereto and made a part hereof will inure
to
the benefit of and be binding upon the parties, their successors and assigns.
(d) COUNTERPARTS
This
Agreement may be executed in multiple counterparts, each of which constitute
the
one and the same legal instrument.
(e) HEADINGS
The
headings used in this Agreement and for convenience of reference only and
shall
not be used for purposes of construing or interpreting this
Agreement.
(f) ENTIRE
AGREEMENT
This
Agreement constitutes the complete and entire understanding between SELLER
and
PURCHASER with respect to the subject matter hereof, and supersedes any and
all
previous representations and agreements, whether oral or written, regarding
the
subject matter of this Agreement.
(g) TIME
OF THE ESSENCE
Time
shall be of the essence in the performance of the parties’ obligations under
this Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective
as
the 1st
day of
October 2006 the day and year first above written.
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SELLER
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PURCHASER
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CODEAMERICA
INVESTMENTS, LLC
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XXXXXXX
RESOURCES
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By:
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/
s / Xx Xxxxxx Xxx
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By:
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/
s / Don Xxxxxx
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Xx.
Xxxxxx Xxx
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Xxx
X. Xxxxxx
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Chairman
and CEO
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Director
& CFO
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-5-
EXHIBIT
“A” TO
PURCHASE
AND SALE AGREEMENT DATED OCTOBER 1, 2006
CODEAMERICA
INVESTMENTS, LLC (“SELLER”), and
XXXXXXX
RESOURCES LP (“PURCHASER”)
XXXX
PROSPECT
XXXX
COUNTY, KENTUCKY
OIL
AND GAS LEASE SUBJECT TO AGREEMENT:
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1.
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Oil
and Gas Lease between Bel, Inc. as Lessor, and CodeAmerica Investments,
LLC, as Lessee, dated December 12, 2004.
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Lease
covers 3,400 acres of land, more or less, of record in Deed Book 309 Page
293,
Deed Book 322 Page 391 and Deed Book 309 Page 353, records of the Xxxx County
Clerk’s office which is primarily oil and gas rights but not to include surface
rights for most of the property.
-6-
EXHIBIT
“B” TO
PURCAHSE
AND SALE AGREEMENT DATED OCTOBER 1, 2006
CODEAMERICA
INVESTMENTS, LLC (“SELLER”), and
XXXXXXX
RESOURCES LP (“PURCHASER”)
EXPENSES
PAID BY SELLER TO BE
REIMBURSED
BY PURCHASER
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Date
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Check
No.
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Payee
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Descrition
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Amount
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11/23/04
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2178
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Xxxx
& Xxxx, Attorney
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Legal
retainer
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$1,000.00
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12/09/04
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2199
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Xxxx
& Xxxx, Attorney
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Legal
fees
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$5,000.00
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1/13/05
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2237
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Bel,
Inc.
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Land
work
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$3,400.00
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1/13/05
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2238
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WST,
Inc.
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Land
work
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$3,400.00
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1/13/05
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2236
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Trifecta
One
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Land
work
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$17,000.00
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3/15/05
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2328
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Trifecta
One
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Land
work
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$1,600.00
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3/17/05
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0000
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Xxxxxx
& Xxxxxx
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Legal
retainer
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$20,000.00
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7/21/05
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2513
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Trifecta
One
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Land
work
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$4,400.00
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10/13/05
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2625
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Xxxxx
Xxxxx
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Land
work
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$3,675.00
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$59,475.00
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-7-
EXHIBIT
“C” TO
PURCHASE
AND SALE AGREEMENT DATED OCTOBER 1, 2006
CODEAMERICA
INVESTMENTS, LLC (“SELLER”), and
XXXXXXX
RESOURCES LP (“PURCHASER”)
ASSIGNMENT
OF OIL, GAS AND MINERAL LEASE
XXXX
PROSPECT
XXXX
COUNTY, KENTUCKY
THE
STATE OF KENTUCKY §
COUNTY
OF XXXX §
This
ASSIGNMENT OF OIL GAS AND MINERAL LEASE made effective this 1st
day of
October, 2006, by and between CODEAMERICA INVESTMENTS, LLC, with
offices located at 0000 Xxxxxxxxxx Xx., Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxxx
00000, hereinafter called “Assignor”, and XXXXXXX RESOURCES LP with offices at
000 Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxx 00000, hereinafter called “Assignee”,
WITNESSETH:
ASSIGNMENT.
For and in consideration of the sum of Ten Dollars ($10.00) and other good
and
valuable consideration herein paid by Assignee, the receipt and sufficiency
of
which is hereby acknowledged, Assignor, subject to any reservations and
conditions hereinafter set out, hereby ASSIGNS AND TRANSFERS unto Assignee
the
following described oil, gas and mineral lease, and the oil, gas and mineral
leasehold estate created there-under, affecting lands in Xxxx County, Kentucky,
to wit.
1.
Oil
and Gas Lease between Bel, Inc., as Lessor and CodeAmerica Investments LLC,
as
Lessee recorded in Deed Book 309 Page 293, Deed Book 322 Page 391 and Deed
Book
309 Page 353, of the Official Records of Xxxx County, Kentucky (the “Lease”
and/or “Lease Acreage”).
TO
HAVE
AND TO HOLD the above described oil, gas and mineral lease and the oil, gas
and
mineral estate created thereby, insofar as it covers the said tracts of land,
unto the said Assignee, together with all and singular, the rights and
appurtenances thereto in anywise belonging, forever; and Assignor does not
bind
itself, its heirs, administrators, executors and assigns, to the extent
hereafter indicated, to WARRANT and FOREVER DEFEND all and singular the said
oil, gas and mineral lease and the oil, gas and mineral leasehold estate
created
thereby. This Assignment covers the said tracts of land, unto the said Assignee,
his heirs and assigns, against every person whomsoever claiming or to claim
the
same or any part thereof (except as to any reservation hereinafter contained)
by
through and under Assignor, but not otherwise, and to the extent that the
assignment herein made transfers and assigns a 100% working interest in all
the
oil, gas and other minerals that may be produced and saved from the lands
covered by the oil, gas and mineral lease assigned herein).
-8-
Without
limitation or expansion of the foregoing special warranty of title, Assignor
warrants that:
(1)
That
the Lease is in full force and effect, and is valid and subsisting oil, gas
and
mineral lease against the said tracts of land;
(2)
That
the Lease is held by Assignor, and Assignor has the authority to sell and
convey
the Lease and the corporate right to do so;
(3)
The
Lease and oil, gas and mineral leasehold estate therein conveyed represents
a
100% working interest in the Lease Acreage;
(4)
The
net revenue interest assigned to Assignee carries a 1/8th
Lessor
royalty burden, less any other interests that maybe reserved by Lessee under
said Lease;
(5)
That
all rentals and royalties currently payable under the leases have been
paid;
IN
WITNESS WHEREOF, this Assignment of Oil, Gas and Mineral Leases is EXECUTED
effective this ____ day of ___________ 200__.
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CodeAmerica
Investments, LLC
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“Assignor”
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ACKNOWLEDGEMENTS
This
instrument was executed and acknowledged before me on this _____ day
of
_______by:
Wm.
Xxxxxx Xxx, Chairman and CEO, CodeAmerica Investments, LLC.
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-9-
XXXX
PROSPECT
XXXX
COUNTY, KENTUCKY
First
Amendment
The
Xxxx
Prospect Purchase and Sale Agreement between Xxxxxxx Resources LP and
CodeAmerica Investments, LLC made effective the 1st
day of
October 2006 (the “Agreement”) is amended and modified as follows:
Article
I
- Definitions - are amended to provide:
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c.
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“Acquisition
Payment” -
An amount equal to seventy-five dollars (US$75.00) per gross acre
(a total
of US$ 255,000) times 1/3rd
to
be paid by PURCHASER to SELLER in immediately available funds by
November
15, 2006.
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d.
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“Xxxx,
Inc. Lease (or Lease Acreage)”
-
The oil and gas lease acreage as described in Exhibit A to this
Agreement.
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e.
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“Remaining
Acquisition Payment” -
An amount equal to seventy-five dollars (US$75.00) per gross acre
(a total
of US$ 255,000 ) times 2/3rd
to
be paid by PURCHASER to SELLER in immediately available funds to
a bank
account specified by SELLER, upon PURCHASER’S completion of an equity or
debt offering.
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Article
V
- Minimum Royalty, Delay Rentals and Shut-In Payments - is amended to add
as a
third paragraph to the Article V the following:
Upon
remittance of and concurrent with the remittance of the Acquisition Payment
to
SELLER, PURCHASER shall also remit to SELLER payment for the costs to be
reimbursed by PURCHASER to SELLER as further identified in Exhibit B to this
Agreement.
The
Agreement as amended and modified is in all other things confirmed, ratified
and
acknowledged by Parties to be in full force and effect.
This
First Amendment shall extend to and be binding upon the Parties hereto, their
heirs, successors, assigns and legal representatives as of the Effective
Date of
this Agreement.
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CODEAMERICA
INVESTMENTS, LLC
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XXXXXXX
RESOURCES LP
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By:
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/
s
/ W. Xxxxxx Xxx
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By:
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/
s
/ Xxx Xxxxxx
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Title:
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Chairman
& CEO
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11/16/06
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Title:
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CFO
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11/16/06
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Date
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Date
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-10-
