ASSIGNMENT, CONVEYANCE AND BILL OF SALE
Exhibit
10.2
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STATE
OF OHIO
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COUNTY
OF _____________
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In consideration of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged and agreed to, SPQR Energy, Inc., whose mailing
address is 00000 Xxxxx Xxxxx Xx., Xxxxxxx, Xxxxx 00000, its parent and
affiliates (hereinafter collectively “Assignor”) does hereby BARGAIN, SELL,
ASSIGN, TRANSFER and CONVEY, subject to all of the provisions herein below set
forth, to Exobox Technologies Corp. (hereinafter referred to as “Assignee”)
whose mailing address is 0000 Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, any
and all right, title and interest in and to the following sixteen (16) oil
and/or gas xxxxx and any related contracts, whether recorded or unrecorded, and
any Pooling Agreement more fully described as the oil and gas lease, agreements,
lands and/or properties listed and described in the real property records of
their respective counties in Ohio (including any renewals, extensions,
ratifications and amendments to such interests), together with all mineral
leasehold estates and working interests pertaining to such xxxxx, together with
any interests in contracts, agreements, pipelines, pipeline right-of-ways or
easements affecting or relating to said xxxxx and all material, fixtures,
personal property and equipment associated with such xxxxx as
follows:
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1.
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Xxxxx
X&X #1-K Well,
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API
No. 3400724268, 80.176650% Seller’s Net Revenue Interest sold
to Buyer;
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2.
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Xxxxxxxxx
#2 Well,
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API
No. 3405921698, 27.343750% Seller’s Net Revenue Interest sold
to Buyer;
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3.
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Driggs
#1 Well,
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API
No. 3405921244, 84.765600% Seller’s Net Revenue Interest sold
to Buyer;
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4.
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Xxxxxx
L #1 Well,
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API
No. 3409920404, 26.486250% Seller’s Net Revenue Interest sold
to Buyer;
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5.
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Xxxxx
#1 Well,
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API
No. 3409920237, 38.281250% Seller’s Net Revenue Interest sold
to Buyer;
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6.
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Xxxxxxxx
C #1 Well,
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API
No. 3409920236, 38.281250% Seller’s Net Revenue Interest sold
to Buyer;
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7.
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Xxxxxx
Unit #1 Well,
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API
No. 3409920430, 26.486250% Seller’s Net Revenue Interest sold
to Buyer;
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8.
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Xxxxxxxx
#1 Well,
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API
No. 3409920403, 26.486250% Seller’s Net Revenue Interest sold
to Buyer;
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9.
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Radcliffe
D #1 Well,
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API
No. 3411923190, 81.675000% Seller’s Net Revenue Interest sold
to Buyer;
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10.
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Xxxxxx
#1 Well,
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API
No. 3413322175, 83.851070% Seller’s Net Revenue Interest sold
to Buyer;
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11.
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Xxxxx
M #1 Well,
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API
No. 3413321783, 84.937500% Seller’s Net Revenue Interest sold
to Buyer;
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12.
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Xxxxxxx
Unit #1 Well,
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API
No. 3415123128, 83.851070% Seller’s Net Revenue Interest sold
to Buyer;
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13.
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Xxxxxx
R #1 Well,
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API
No. 3415723291, 84.937500% Seller’s Net Revenue Interest sold
to Buyer;
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14.
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Xxxxxx
R #1A Well,
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API
No. 3415723292, 84.937500% Seller’s Net Revenue Interest sold
to Buyer;
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15.
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Hardorn
Xxxxxx Unit #1 Well,
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API
No. 3415723290, 84.937500% Seller’s Net Revenue Interest sold
to Buyer;
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16.
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XX
Xxxxx #1 Well,
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API
No. 3415723554, 85.158170% Seller’s Net Revenue Interest
sold to Buyer
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In
addition to the above referenced xxxxx, and subject to the Assumed Debt
described in Exhibit “B” to the Purchase and Sale Agreement between Assignor and
Assignee dated October 22, 2009, the Assets include all of Seller’s right, title
and interest in and to:
a. all of
the oil and gas leases, agreements, lands and/or properties listed and described
below (including any renewals, extensions, ratifications and amendments to such
interests (collectively, "Leases");
b. all
oil and gas xxxxx, salt water disposal xxxxx, injection xxxxx and other xxxxx,
including the 16 xxxxx identified above, located on or associated with the
Leases (collectively the "Xxxxx");
g. all
structures, facilities, foundations, wellheads, tanks, pumps, compressors,
separators, heater treaters, valves, fittings, equipment, machinery, fixtures,
flowlines, pipelines, platforms, tubular goods, materials, tools, supplies,
improvements, and any other real, personal, immovable and mixed property located
on, used in the operation of, or relating to the production, treatment,
non-regulated transportation, gathering, marketing, sale, processing, handling
or disposal of hydrocarbons, water, and associated substances produced from the
Leases (the “Equipment”);
h. all
natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas
liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous
or liquid, produced from or allocable to the Assets (as hereinafter
defined) on and after the Effective Date (the "Hydrocarbons");
i. to
the extent transferable, all contracts, permits, rights-of-way, easements,
licenses, servitudes, transportation agreements, pooling agreements, operating
agreements, gas balancing agreements, farm-in agreements pertaining to the
Assets, INSOFAR ONLY as they directly relate and are attributable to the Leases,
Xxxxx, Hydrocarbons, or Equipment or the ownership or operation thereof, or the
production, treatment, non-regulated transportation, gathering, marketing, sale,
processing, handling or disposal treatment, sale, storage transportation,
processing, handling or disposal of hydrocarbons, water, or substances
associated therewith (the "Assumed Contracts"); and
j. records
relating to the Leases, Xxxxx, Hydrocarbons, Assumed Contracts and
Equipment in the possession of Seller (the “Records”)and including as
follows: all (i) lease, land, and division order files (including any abstracts
of title, title opinions, certificates of title, title curative documents, and
division orders contained therein), (ii) the Assumed Contracts; (iii) all well,
facility, operational, environmental, regulatory, compliance and historic
production files and (iv) all geological files relating to the Leases (the
“Geologic Data”), but not including any records which (i) Seller is prohibited
from transferring to Buyer by law or existing contractual relationship, or which
(ii) constitute Excluded Assets (as hereinafter defined in Section
1.2).
Assignor’s
right, title and interest in and to such all such Leases, Xxxxx, Equipment,
Hydrocarbons, Assumed Contracts, Fixtures, Personal Property and Records are
hereinafter collectively referred to as the "Assets."
This Assignment is intended to convey
any and all interest as to all right, title and interest in the Properties
acquired by Assignor, and Assignor does hereby BARGAIN, SELL, ASSIGN, TRANSFER
and CONVEY unto Assignee, and Assignee does hereby receive and accept the
undivided interest designated above in the Assets subject to all of the
following terms, provisions, and conditions hereof:
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1.
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This
Assignment is made without warranty of title and without any other
warranty whatsoever, express or implied, except that Seller warrants and
guarantees that the Assets have a minimum fair market value (PV10) of at
least $ 22,500,000.
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2.
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THIS
ASSIGNMENT IS MADE WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE
QUANTITY, WEIGHT, GRADE, CONDITION, FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY OF ANY AND ALL XXXXX, MATERIAL AND EQUIPMENT SUBJECT
HERETO, EXCEPT AS IS OTHERWISE SET FORTH
ABOVE.
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3.
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Except
as may otherwise specifically be provided herein, and subject to the
rights of Park City Bank, N.A. relating to the Assumed Debt, Assignor
shall be entitled to all proceeds of production from and accruing to the
Assets prior to the Effective Date and shall be responsible for all
reasonable and necessary operating costs and expenses directly
attributable to the Assets prior to the Effective
Date. Assignee shall be entitled to all proceeds of production
from and accruing to the Assets on and after the Effective Date and shall
be responsible for all costs, expenses, disbursements, obligations and
liabilities attributable to the Assets on and after the Effective
Date.
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4.
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By
accepting this Assignment, Xxxxxxxx agrees that Assignee has inspected and
is familiar with the Assets and accepts responsibility and liability for
the present and future condition of the Assets, and further agrees that
subject to the warranty set forth above, this conveyance of the Assets is
on an “AS IS”, “WHERE IS”, and “WITH ALL FAULTS AND DEFECTS-LATENT AND
PATENT” basis.
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5.
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Assumption
and Indemnification of Environmental Risk and Environmental Liabilities by
Xxxxx. Buyer shall assume
full responsibility for, and shall comply with and perform all
environmentally-related duties and obligations with respect to the Assets
for periods of time from and after the Effective Date and shall indemnify,
defend and hold harmless Seller and the Seller Parties from and against
any and all Claims under any Environmental Law (hereafter defined) with
respect to the Assets for periods of time from and after the Effective
Date. The term “Environmental Law” here and in Sections 4.6 and
4.7 mean the Occupational Safety and Health Act, 29 U.S.C.A. §651,
et
seq.; the Resource
Conservation and Recovery Act, 42 U.S.C.A. §6901, et
seq.; the
Comprehensive Environmental Response, Compensation, and Liability Act, 42
U.S.C.A. §9601, et
seq.; the Clean
Water Act, 33 U.S.C.A. §1251 et
seq.; the Clean
Air Act, 42 U.S.C.A. §7401, et
seq.; the Safe
Drinking Water Act, 42 U.S.C.A. §3001, et
seq.; the Toxic
Substances Control Act, 15 U.S.C.A. §2601 et
seq.; the Oil
Pollution Act of 1990, 33 U.S.C.A. §2701 et
seq.; and all
rules, regulations and orders adopted under the foregoing statutes
applicable to any waste material, produced water, tank bottoms, sludge, or
constituents thereof, radioactive materials, or hazardous substances on or
included with the Assets or the presence, disposal, release or threatened
release of all waste material, produced water, tank bottoms, sludge, or
constituents thereof, radioactive materials, or hazardous substances on,
included with, or from the Assets into the atmosphere or in or upon land
or any water course or body of water, whether above or below the ground,
and all other federal, state and local environmental and oil and gas laws
and regulations, as well as all acts, laws, and regulations amendatory or
supplemental thereto.
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6.
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Subject
to Buyer’s obligations set forth in paragraph 3 of the October 22, 2009,
Purchase and Sale Agreement between Buyer and Seller pertaining to the
Assets, nothing contained herein shall act as a release or waiver of
Seller for any acts or conditions in existence prior to the Effective
Date.
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7.
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In
regard to Assignor’s interest in oil and gas Xxxxx included within the
Assets, Assignee agrees to assume all Well plugging liability and shall
indemnify and hold Assignor harmless against any monetary expense
necessary to plug such xxxxx as may be required by the state of Ohio, or
any other governmental authority. Assignee also agrees to restore the
surface of the Properties in accordance with applicable governmental
rules, regulations, laws and orders, and as may be required under any
lease, contract or other agreement affecting the
Assets.
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8.
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Except
as may otherwise specifically be provided herein, Assignor shall be liable
for all ad valorem taxes, real property taxes, personal property taxes,
and similar obligations (“Property Taxes”) accruing up to but excluding
the Effective Date. Assignee shall be liable for all Property Taxes
relating to the ownership of the Properties on and after the Effective
Date.
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9.
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Except
as may otherwise specifically be provided herein, all taxes (other than
income taxes) which are imposed on or with respect to the production of
oil, natural gas or other hydrocarbons or minerals or the receipt of
proceeds therefrom (including but not limited to severance, production and
excise tax) shall be apportioned between the parties based upon the
Effective Date. All such taxes which accrued prior to the
Effective Date have been or will be properly paid or withheld by Assignor
and all statements, returns, and documents pertinent thereto have been or
will be properly filed by Assignor . Payment or withholding of
all such taxes which accrue on or after the Effective Date and the filing
of all statements, returns and documents incident thereto shall be the
liability and responsibility of
Assignee.
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10.
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By
acceptance of this Assignment, Assignee acknowledges that Assignee’s
decision and election to purchase these Properties has been made solely on
the basis of its own independent investigation of the
Properties. Accordingly, Assignee agrees and hereby
acknowledges that other than is set forth in paragraph ___ above, Assignor
has not made, and ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND
THIS CONVEYANCE IS MADE BY ASSIGNOR WITHOUT ANY REPRESENTATION, COVENANT
OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE, WORD USAGE OR
OTHERWISE, RELATING TO: (i) ANY COVENANT OR WARRANTY OF TITLE TO THE
PROPERTIES (INCLUDING, BUT NOT LIMITED TO, THE SUBJECT LEASES); THE
CONDITION OF THE PROPERTIES; AND (ii) ANY INFORMATION, DATA OR OTHER
MATERIALS (WRITTEN OR ORAL) FURNISHED TOASSIGNEE BY OR ON BEHALF OF
ASSIGNOR (INCLUDING, WITHOUT LIMITATION, INFORMATION, DATA OR OTHER
MATERIALS REGARDING THE EXISTENCE OR EXTENT OF OIL, GAS OR ANY SUCH
RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS,
PRESENT OR PAST PRODUCTION RATES, COMPLIANCE WITH LEASE TERMS, THE
CONDTION OF ANY WELL, AND THE ABILITY TO SELL OIL OR GAS PRODUCTION AFTER
THE EFFECTIVE DATE). The parties hereto agree that, to the
extent required by applicable law to be operative, the disclaimers of
certain warranties contained in this paragraph are “conspicuous”
disclaimers for the purposes of any applicable law, rule or
order.
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11.
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Assignor
covenants and agrees to execute and deliver to Assignee all such other and
additional instruments and other documents and will do all such other acts
and things as may be necessary more fully to assure to Assignee or its
successors or assigns, all of the respective properties, rights and
interests herein and hereby granted or intended to be
granted.
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12.
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All
of the provisions hereof shall inure to the benefit of and be binding upon
the respective successors and assigns of Assignor and
Assignee. All references herein to Assignor or Assignee shall
include their respective successors and
assigns.
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13.
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It
is the intention and agreement of Assignor and Assignee hereunder that the
provisions of this Assignment be severable. Should the whole or
any portion of a section or paragraph be judicially held, to be void or
invalid, such holding shall not affect other portions which can be given
effect without the invalid or void
portion.
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14.
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This
Assignment states the entire Agreement between the Assignor and Assignee
hereto with respect to the subject matter hereof and may not be
supplemented, altered, amended, modified or revoked except in writing
signed by each PARTY hereto.
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15.
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The
covenants, indemnities, and obligations of the Assignor and Assignee shall
survive the Closing and not be merged in, impaired, or abrogated by the
consummation of such Closing or the delivery of any documents or
instruments on such Closing.
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16.
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The
persons signing below, by their execution, represent and warrant that they
have full and lawful authority to bind the respective entities on whose
behalf they are signing.
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17.
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The
parties agree to prepare and execute within 30 days such further documents
as are necessary to effect recorded assignments, upon Lender approval, for
each of the sixteen (16) xxxxx in the real property records of their
respective counties in Ohio.
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Executed by Assignor and Assignee on
the 22nd day of October, 2009, to be effective as of 5:00 o’clock p.m. on
October 22, 2009 (the “Effective Date”).
ASSIGNOR:
SPQR Energy, Inc.
_______________________________
Xxxxxxx
Xxxxx, President
ASSIGNEE: EXOBOX
TECHNOLOGIES CORP.
_________________________________
Xxxxx X.
Xxxxx, President
ACKNOWLEDGEMENTS
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THE
STATE OF TEXAS
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§
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COUNTY
OF XXXXXX
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This instrument was acknowledged before
me this the ______ day of October, 2009, by Xxxxxxx Xxxxx as President of SPQR
Energy, Inc, a Texas corporation, on behalf of said corporation.
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________________________________
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Notary
Public in and for the
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State
of Texas
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THE
STATE OF TEXAS
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COUNTY
OF XXXXXX
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This instrument was acknowledged before
me this the ______ day of October, 2009, by Xxxxx X. Xxxxx, President of EXOBOX
TECHNOLOGIES CORP., a Nevada corporation, on behalf of said
corporation.
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________________________________
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Notary
Public in and for the
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State
of Texas
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After
recording return to:
Xxxxxx X.
Xxxxxxxxx
Xxxxxx
& Xxxxxxxxx, P.C.
3
Riverway, Site 1800
Houston,
Texas 77056
