ASSIGNMENT AGREEMENT
Exhibit
10.6
This
ASSIGNMENT
AGREEMENT (the “Assignment Agreement”) is made and entered into on this 21st day
of June, 2006, between PIN PETROLEUM PARTNERS LTD, a company organized and
existing under the laws of British Columbia (the “Assignor”), and RANCHER ENERGY
CORP., a company organized and existing under the laws of Nevada, USA.
WITNESSETH:
WHEREAS,
the
Assignor has certain rights and obligations under the Xxxxx Ranch Unit Purchase
& Participation Agreement dated June 20, 2006 (hereinafter referred to as
the "Xxxxx Ranch Agreement"), and
WHEREAS,
the
Assignor wishes to assign all of its rights and obligations in the Xxxxx Ranch
Agreement to the Assignee, and
WHEREAS,
the
Assignee accepts such assignment and has agreed to be bound by the Xxxxx Ranch
Agreement,
NOW,
THEREFORE, in
consideration of the mutual convenants and agreements contained herein, it
is
expressly agreed by the Assignor and the Assignee as follows:
1.
The Assignor
hereby assigns and transfers to the Assignee all of its rights and obligations
in, to, and under the Xxxxx Ranch Agreement, subject to all the terms and
conditions thereof.
2.
The Assignee
hereby agrees to assume all of the Assignor's rights and obligations under
the
Xxxxx Ranch Agreement.
3.
The
Assignor
reaffirms and represents that the Xxxxx Ranch Agreement is valid and in full
force and effect, and that
the
representations and warranties contained in the Xxxxx Ranch Agreement are true
and correct on the date hereof.
4.
As consideration for the assignment of the Xxxxx Ranch Agreement, the Assignee
agrees to (i) pay to the Assignor U.S.$ 250,000 within ninety (90) days from
the
date of this Assignment Agreement, and (ii) grant to the Assignor an overriding
royalty interest in the sum of four percent (4%) from the Assignee’s portion of
hydrocarbons to be exploited pursuant to the Xxxxx Ranch Agreement.
5.
By executing
this Assignment Agreement, the Assignor and Assignee confirm (a) their intention
to execute and deliver as promptly as practicable any other agreements with
respect to this Assignment Agreement, and (b) to obtain the approval, agreement,
and consent of their respective Boards of Directors or governing bodies with
respect to this Assignment Agreement.
6.
This Assignment
Agreement shall be governed by the laws of the State of Wyoming, without giving
effect to the principles of conflicts of law thereof.
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IN
WITNESS WHEREOF,
the Assignor and the Assignee have executed this Assignment Agreement on the
date first written above.
PIN
PETROLEUM PARTNERS LTD
By:
/s/
Xxxxxxx Xxxxxxx
Name:
Xxxxxxx
Xxxxxxx
Title:
Director
By:
/s/
Xxxx Works
Name:
Xxxx
Works
Title:
President
& CEO
