SETTLEMENT AGREEMENT
Exhibit 10.26
This Settlement Agreement (“Agreement”) is made and entered into effective as of March 31, 2011, by and between ▇▇▇ ▇. ▇▇▇▇▇▇▇, Bloomfield LLC, M.I.C. Inc. and ▇▇▇▇▇▇▇ Investment Corporation, Inc., EC Services. LLC (hereinafter collectively “▇▇▇▇▇▇▇”), and ▇▇▇▇▇▇ Energy Group, Inc. (“HEG”), ▇▇▇▇▇▇ Operating, Inc. (“HOPN”) and ▇▇▇▇▇▇ Petroleum, Inc. (hereinafter collectively “▇▇▇▇▇▇”). ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ are referred to as the “the Parties,” and any one of the Parties is sometimes referred to as a “Party”.
WHEREAS, the parties are involved in a lawsuit filed in the Rice County, Kansas District Court by Nostra Terra Oil and Gas Company, PLC (hereinafter “NTOG”) captioned Nostra Terra Oil & Gas company PLC ▇. ▇▇▇▇▇▇ Petroleum, Inc., ▇▇▇▇▇▇ Energy Group, Inc., EC Services, LLC, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Investment Corporation, Inc., Case No. 10 CV 49 (the “Litigation”).
WHEREAS, the Parties wish to enter into this Agreement to facilitate a full and complete settlement of the Litigation with NTOG, and all claims described therein.
WHEREAS, the Parties wish to enter into this Agreement as a full and complete settlement of potential litigation between the Parties and all claims that may arise between the parties.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
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1.
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Chase Silica Leases. The Parties agree as follows:
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a.
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Upon mutual settlement with ▇▇▇▇▇▇▇ et al., ▇▇▇▇▇▇ and NTOG, ▇▇▇▇▇▇▇ agrees to assign to NTOG or their designated Assignees 100% working interest with a 78% net revenue interest to the 100% in the Chase Silica Leases (as specified in Exhibit A to this Agreement hereafter referred to as the "Chase Silica Leases") , Provided that NTOG has assured to ▇▇▇▇▇▇▇'▇ satisfaction that: NTOG will indemnify ▇▇▇▇▇▇▇ of the plugging responsibility of the ▇▇▇▇▇ specified in EXHIBIT "A", free and clear of all liens and encumbrances with good and marketable title, and including such other terms and conditions and representations and warranties benefitting NTOG reasonably found in transactions of purchase and sale of oil and gas properties.
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▇.
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▇▇▇▇▇▇▇ will provide all appropriate documents at closing including KCC form T-1, for transfer of Operatorship of the Chase Silica ▇▇▇▇▇ and the assignment of leases to NTOG or their assign at Closing.
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▇.
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▇▇▇▇▇▇▇ shall pay the remaining net proceeds from the operation of the Chase Silica leases to NTOG upon closing. MANONEY shall provide an accounting, pursuant to paragraph I (d) of all revenues are expenses associated with the operation of the Chase Silica leases to the date of closing provided that NTOG will agree to pay any and all current operation expenses that are incurred and outstanding on the Chase Silica Leases as of the Closing Date as provided for it1 the accounting.
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Page 1 of 22
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d.
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A complete accounting of all revenues collected and costs incurred shall be provided to ▇▇▇▇▇▇ for the period ending April 30th, 2011 with an accounting for the period of March 1 through April 30, 2011 prior to closing on the April 30th, 2011 closing. Within 20 days after closing MIC shall provide a final accounting for the estimated period. The accounting for the period ending April 30th, 2011 shall he provided on the Closing Date as defined in paragraph 10 below.
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e.
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All gauge sheets and well files shall be delivered to NTOG on the Closing Date.
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f.
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No work shall be done on the leases without express written consent from NTOG after signature date of April 14, 2011 through Closing Date
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2.
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▇▇▇▇▇▇ Benz Leases. The parties agree as follows:
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▇.
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▇▇▇▇▇▇▇ agrees to transfer a 100% of the working interest in the ▇▇▇▇▇▇ Benz leases corresponding to a 78% NRI to the 100% interest (as specified in Exhibit B to this agreement and to include at a minimum the physical wellbores specified in Exhibit D to this agreement all hereafter referred to as the "▇▇▇▇▇▇ Benz leases") to ▇▇▇▇▇▇ upon closing.
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▇.
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▇▇▇▇▇▇ will transfer a 2% ORRI that ▇▇▇▇▇▇▇ on the lease that ▇▇▇▇▇▇ acquired as specified in Exhibit C (hereafter referred to as the “new” Furthmyer lease”) to this agreement to ▇▇▇▇▇▇▇ upon closing.
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▇.
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▇▇▇▇▇▇▇ will provide ▇▇▇▇▇▇ with the most recent Division Order Title Opinion on the ▇▇▇▇▇▇ Benz leases prior on the Closing Date.
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▇.
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▇▇▇▇▇▇▇/MIC and its agents represents and warrants that the ▇▇▇▇▇▇ Benz leases, Furthmyer West well, Neidenthal well, and Furthmyer Saltwater Disposal well are free and clear of all liens and encumbrances including they are not subject to any notes or security agreements executed by ▇▇▇▇▇▇▇.
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e.
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MIC shall be accountable for all cost through April 30th, 2011.
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f.
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All gauge sheets and well files shall be delivered to ▇▇▇▇▇▇ by the Disclosure Date.
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g.
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The ▇▇▇▇▇▇▇▇▇▇ and Furthmyer Tanks shall be gauged on April 30th, 2011, and all revenues and expenses after April 30th, 2011 at 12:00 p.m. shall be property of ▇▇▇▇▇▇.
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h.
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No work shall be done on the leases without express written consent from ▇▇▇▇▇▇ after signature date of April 14, 2011
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3.
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▇▇▇▇▇▇ (Atherton, Mai, and ▇▇▇▇▇▇▇), ▇▇▇▇▇▇ B, Prescott, Dietz, ▇▇▇▇▇▇▇▇ and Top of ▇▇▇▇▇ Leases. The Parties agree that any agreements executed between the Parties prior to closing regarding the ▇▇▇▇▇▇ (Atherton, Mai, and ▇▇▇▇▇▇▇) ▇▇▇▇▇▇ B, Prescott, Dietz, ▇▇▇▇▇▇▇▇ and Top of ▇▇▇▇▇ Leases as identified in Exhibit E to this agreement are considered null and void ab inifio and each party agrees, acknowledges any rights or obligations created pursuant to the terms of those prior agreements are thereby of no force and effect as if they never existed. ▇▇▇▇▇▇ will disclaim any and all Overriding Royalty Interest attached to or created on all of the properties referred to above. ▇▇▇▇▇▇ will return ▇▇▇▇▇▇▇ any and all well files or any other information provided by ▇▇▇▇▇▇▇ to ▇▇▇▇▇▇ associated with these leases at the Closing Date and any and all information will be the property of the ▇▇▇▇▇▇▇
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Page 2 of 22
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4.
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▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ agrees to assume full responsibility for the liens for services and/or equipment or supplies provided by ▇▇▇▇▇▇▇ on the Chase Silica Leases and to hold ▇▇▇▇▇▇, NTOG and their assigns harmless from this lien. Further, ▇▇▇▇▇▇▇ agrees to obtain written release from ▇▇▇▇▇▇▇ that the liens have been satisfied by ▇▇▇▇▇▇▇’▇ assumption of the same and that ▇▇▇▇▇▇▇ is forever barred from asserting against ▇▇▇▇▇▇ or NTOG a claim for the work, equipment, or services provided by ▇▇▇▇▇▇▇ for the Chase Silica lease prior to March 11, 2011. A copy of the release shall be provided on the Disclosure Date with the original to be provided at the Closing Date.
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5.
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Shares ▇▇▇▇▇▇ Petroleum Inc. ▇▇▇▇▇▇▇ agrees to assign to ▇▇▇▇▇▇ the 100,000 shares of ▇▇▇▇▇▇ Petroleum Inc. common stock delivered to ▇▇▇▇▇▇▇ by ▇▇▇▇▇▇ for the ▇▇▇▇▇▇ (Atherton, Mai, and ▇▇▇▇▇▇▇) leases at closing.
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6.
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Equalizing Payment. ▇▇▇▇▇▇ shall pay ▇▇▇▇▇▇▇, or his direction, the sum of Thirty-one thousand ($31,400), with $5,000 payable upon execution hereof and $26,400 due and payable on or before May 31, 2011. In addition ▇▇▇▇▇▇ will assign and convey Two Hundred Thousand (200,000) shares of stock at a value of Twenty-Five cents per share ($.25) from Richfield Oil & Gas Company, be issued to ▇▇▇▇▇▇▇, or his direction. This sum and the afore mentioned stock shall represent the total amount due to ▇▇▇▇▇▇▇ after crediting to ▇▇▇▇▇▇ the funds which have been held by ▇▇▇▇▇▇▇ from the production of the fields. To secure payment of the $26,400, ▇▇▇▇▇▇▇ shall execute and deliver one of Furthmeyer or Neidenthal lease assignments (of his choice) to be held by ▇▇▇▇▇▇'▇ Kansas legal counsel, ▇▇▇ ▇▇▇▇▇, to be released and recorded upon written confirmation from ▇▇▇▇▇▇▇ that he has received payment of such sum in full. If payment is not timely made in full, Dower shall return the assignment unrecorded to ▇▇▇▇▇▇▇.
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7.
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Mutual Release of Claims. Except as contemplated by this Agreement or stated herein, the Parties, for themselves, their heirs, successors, assigns and their respective shareholders, members, directors, officers, managers and employees, agree to: (i) release one another from any claims, charges, complaints, lawsuits or actions that exist between them, including, but not limited to, any obligations or burdens of either party arising out of leases, agreements, etc. involving the ▇▇▇▇▇▇ (Atherton, Mai, and ▇▇▇▇▇▇▇), ▇▇▇▇▇▇ B, Prescott, Dietz, ▇▇▇▇▇▇▇▇ and Top of ▇▇▇▇▇ leases, any monies claimed to be due and owing under the ▇▇▇▇▇▇▇▇▇ Note, ▇▇▇▇▇▇ Benz Note, any and all amounts due to ▇▇▇▇▇▇▇ for good or services incurred prior to the closing date of this agreement; (ii)specifically release each other from all claims of any kind arising out to the Litigation; (iii) release an and all claims that now exist between the parties, whether or not such claims have been alleged and whether such claims are known or unknown; (iv) release all claims whether in contract, in tort, or arising under statute; (v) release claims by any party which have been made or which, under any facts exist prior to the execution of this document, could have been made against any other party, or any entity owned by any other party.
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Page 3 of 22
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8.
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Stipulation and Order of Dismissal. The Parties shall cooperate with each other in obtaining dismissal with prejudice with NTOG in regards to the Litigation.
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9.
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Time of the Essence. Time is of the essence of each and every term, condition, and particular of this Agreement.
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10.
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Closing. Subject to and upon the terms, conditions, reservations, and exceptions contained in this Agreement, the closing of the transaction contemplated by this Agreement (the "Closing" or "Closing Date") shall be held on or before April 30th, 2011, at such time and place as the parties may agree in writing. To facilitate the Closing the parties agree to exchange the Closing Documents on or before Wednesday April 20th, 2011 which shall be referred to as the '"Disclosure Date".
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The copies of the following documents shall be provided on the Disclosure Date and the original fully executed documents shall be provided on the Closing Date:
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a.
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From ▇▇▇▇▇▇:
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i.
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an assignment of a 2% overriding royalty interest to ▇▇▇▇▇▇▇ in the New Furthmeyer lease described in Exhibit C.
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ii.
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all information regarding the lasts and wellbores provided to ▇▇▇▇▇▇ by ▇▇▇▇▇▇▇ on the leases described in Exhibit E.
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iii.
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a certified check for the sum of $5,000 and 200,000 shares of Rich field Oil & Gas Company as the initial equalizing payment.
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b.
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From ▇▇▇▇▇▇▇
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i.
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an assignment of a 100% working interest with n 78% net working interest to the 100% in the Chose Silica Leases and well bores to Nostra Terra Oil & Gas as set forth in Exhibit A;
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ii.
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KCC form T-1 for the transfer of operations of the Chase Silica well bores to the NTOG or its assigned operator;
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iii.
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Transfer or assignment of the all Salt Water Disposal agreements for the disposal of salt water from the Chase Silica ▇▇▇▇▇;
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iv.
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an accounting of all revenues and expenses generated from the Chase Silica leases and wellbores for the period beginning when EC Services, LLC became the operator through March 31st, 2011;
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v.
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an estimated accounting of all revenues and expenses anticipated for the month of April 2011 on the Chase Silica leases;
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vi.
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all gauge sheets and well files for the Chase Silica ▇▇▇▇▇;
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vii.
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an assignment of a 100%working interest with a 78% net working interest to the 100% in the ▇▇▇▇▇▇ Benz Leases and well bores to ▇▇▇▇▇▇ as set forth in Exhibit B;
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viii.
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a copy of the current Purchasers Pay Sheet on the ▇▇▇▇▇▇ Benz leases;
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ix.
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all gauge sheet and well files for the ▇▇▇▇▇▇ Benz well;
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x.
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an assignment of the ▇▇▇▇▇▇▇ leases dated January 15, 2011, with Source Energy, LLC as Lessee, as set forth in Exhibit F;
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Page 4 of 22
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xi.
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the lien release from ▇▇▇▇▇▇▇ on the Chase Silica leases together with the a release as to ▇▇▇▇▇▇ and NTOG from ▇▇▇▇▇▇▇ due to the assumption of the work and services performed by ▇▇▇▇▇▇▇ on the Chase Silica leases and/or ▇▇▇▇▇ by ▇▇▇▇▇▇▇;
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xi.
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▇▇▇▇▇▇ Petroleum Stock certificate number 20 for 90,000 common shares and certificate number 21 for 10,000 common shares.
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11.
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Default. In the event of a default under this Agreement or any other agreement contemplated herein, written notice of default via certified mail shall be provided to the defaulting party. The defaulting party shall then have 10 days to cure such default prior to the exercise of any remedy hereunder or as otherwise provided by law. Notices of default shall be sent to the following:
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____ To ▇▇▇▇▇▇:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, PA
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
And
J. ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Petroleum, Inc.
▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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____To ▇▇▇▇▇▇▇:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ Law Office, PA
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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12.
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Cooperation. The Parties agree to cooperate in preparing such documents or taking such actions as may be necessary to implement this Agreement or to carry out its terms.
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13.
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Confidentiality. The Parties shall keep the terms of this Agreement confidential to the fullest extent permitted by law, except as provided herein. This confidentiality provision shall not apply to any information: (i) which is or rightfully becomes available to the general public; (ii) disclosed on a confidential basis to the Parties’ attorneys, accountants, auditors, or regulators; or (iii) which must be disclosed to comply with applicable law. If an action for enforcement of any part of this Agreement is initiated by a Party, the Agreement shall be treated confidentially in such proceeding and shall not be made public other than any pleadings required to be filed with the Court.
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14.
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No Admission of Liability. No Party to this Agreement admits any liability or wrongdoing to any other Party hereto with respect to any claims. Moreover, each Party to this Agreement specifically asserts that he or it is not responsible or liable to any other Party, but has agreed to this settlement solely for the purpose of resolving this dispute.
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Page 5 of 22
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15.
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Dispute. In the event of a dispute between ▇▇▇▇▇▇ and M.I.C. arising out of this Agreement which is not mutually resolved, the parties shall submit the dispute to binding arbitration pursuant to the Uniform Act of Kansas, K.S.A. 5-401 et seq. To initiate arbitration, either party shall notify the other in writing of the specific issues in dispute and the parties shall then have twenty (20) days to mutually agree on an arbitrator. If the parties are unable to agree on an arbitrator, the Administrative Judge of the District Court of Sedgwick County, Kansas, shall select the arbitrator upon written application of the parties. The arbitration hearing will take place at Wichita, Kansas. The arbitration award or decision shall be binding on the parties and may be entered as a judgment in the District Court of Sedgwick County, Kansas and thereafter transcripted to additional counties. Each party shall bear their own attorney fees, costs and expenses of arbitration. This Agreement is governed by and shall be interpreted in accordance with the laws of the state of Kansas.
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16.
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Binding Effect. This Agreement and the terms, covenants, conditions, provisions, obligations, rights and benefits hereof shall be binding upon and shall insure to the benefit of the undersigned Parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.
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17.
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Interpretation. The Parties hereby acknowledge that they and their respective counsel have each contributed to the preparation of this Agreement. Accordingly, no provision of this Agreement shall be construed against any Party because that Party, or his or its counsel, drafted the provision.
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18.
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Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements, if any, written or oral. There is no written or oral understanding directly or indirectly connected with this Agreement that is not incorporated herein. This Agreement cannot be amended or altered except by a subsequent written document executed by the Parties.
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19.
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Validity. If any term, part, or provision of this Agreement is held by a court of final and competent jurisdiction to invalid, illegal or in conflict with an law, the validity of the remaining portions or provisions shall not be affected, and the rights, obligations and covenants of the undersigned Parties shall be construed and enforced as if the Agreement did not contain the particular term, condition, part of provision ruled to be unlawful.
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20.
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Authority and Covenant. Each Party hereto warrants to each other Party that such Party has full power and authority to execute and deliver this Agreement. Further, each person executing this Agreement on behalf of any Party hereto warrants that he or she has full power and authority to execute and deliver this Agreement. Each Party represents and warrants that such Party has not assigned, transferred or pledged all of any portion of any claim released by the terms of the Agreement.
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21.
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Fees and Costs. The Parties hereto shall bear all of their own respective costs, expenses and attorney’s fees of the Actions.
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22.
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Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signature which shall be deemed to have the force and effect of an original signature.
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Page 6 of 22
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23.
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Captions. The captions contained in the various sections of the Agreement are for convenience of reference only and do not in any way limit, expand or modify the terms and provision of this Agreement.
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M.I.C. Inc.
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▇▇▇▇▇▇ Petroleum, Inc.
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/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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/s/ J. ▇▇▇▇▇ ▇▇▇▇▇
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By ▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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By J. ▇▇▇▇▇ ▇▇▇▇▇, President/CEO
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Date:
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4/15/2011
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Date:
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April 14, 2011
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▇▇▇ ▇. ▇▇▇▇▇▇▇, Individually
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▇▇▇▇▇▇ Energy Group, Inc.
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/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By ▇▇▇ ▇. ▇▇▇▇▇▇▇
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By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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Date:
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4/15/2011
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Date:
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April 14, 2011
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Bloomfield, LLC
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▇▇▇▇▇▇ Operating, Inc.
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/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By ▇▇▇ ▇. ▇▇▇▇▇▇▇, Manager
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By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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Date:
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4/15/2011
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Date:
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April 14, 2011
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▇▇▇▇▇▇▇ Investment Corporation, Inc. (Expired)
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/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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By ▇▇▇ ▇. ▇▇▇▇▇▇▇, President
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Date:
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4/15/2011
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EC Services, LLC
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/s/ Echo ▇▇▇▇
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By Echo ▇▇▇▇, Manager
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Date:
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4/15/2011
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Page 7 of 22
Exhibit A
Chase-Silica
Wellbores
Producer: ▇▇▇▇▇▇ #1-16 SE SE Sec. 16 T20S R10W – ▇▇-▇▇▇-▇▇▇▇▇
Producer: ▇▇▇▇▇▇ #1(▇▇▇▇▇▇▇▇) SW SE Sec. 16 T20S R10W – ▇▇-▇▇▇-▇▇▇▇▇
Producer: ▇▇▇▇▇▇ #1 (▇▇▇▇▇▇) SW SE SE Sec. 16 T20S R10W – ▇▇-▇▇▇-▇▇▇▇▇
Producer: ▇▇▇▇▇▇ #2 SE SW SE Sec. 16 T20S R10W – ▇▇-▇▇▇-▇▇▇▇▇
Producer: ▇▇▇▇▇▇ #3 NE SE SE Sec. 16 T20S R10W – ▇▇-▇▇▇-▇▇▇▇▇
Producer: ▇▇▇▇▇▇ ▇ #▇ ▇▇ ▇▇ ▇▇ ▇▇▇. ▇▇ ▇▇▇▇ ▇▇▇▇ – ▇▇-▇▇▇-▇▇▇▇▇
Producer: ▇▇▇▇▇▇ ▇ #▇ ▇/▇ ▇/▇ ▇▇ ▇▇▇. ▇▇ ▇▇▇▇ ▇▇▇▇ – ▇▇-▇▇▇-▇▇▇▇▇
Producer: ▇▇▇▇▇ #1 W/2 NW SW Sec. 15 T20S R10W – ▇▇-▇▇▇-▇▇▇▇▇
SWD: ▇▇▇▇▇▇ #▇ ▇▇ ▇▇ ▇▇ ▇▇▇. ▇▇ ▇▇▇▇ R10W – ▇▇-▇▇▇-▇▇▇▇▇
SWD: ▇▇▇▇▇▇ ▇ #▇ ▇▇ ▇▇ ▇▇ ▇▇▇. ▇▇ ▇▇▇▇ R10W – ▇▇-▇▇▇-▇▇▇▇▇
Producer: ▇▇▇▇▇▇ #2-A NW NE NE NE Sec. 21 T20S R10W – ▇▇-▇▇▇-▇▇▇▇▇
Leases
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A.
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An oil and gas leasehold consisting of an Oil and Gas Lease dated December 28, 1999, from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a widow, as Lessor, to Key Gas Corp., as Lessee, recorded in Book 133 at Page 334, insofar and only insofar as it covers the following described real estate:
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The Southeast Quarter (SE/4) of Section Sixteen (16), Township Twenty (20) South, Range Ten (10) West of the 6th P.M., Rice County, Kansas.
Succeeded by a new lease taken in January of 2010, as follows:
An oil and gas leasehold consisting of an Oil and Gas Lease dated January 2010, from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Husband and Wife, as Lessor, to BGB & More, Inc., as Lessee, recorded in Book 148 at Page 178, insofar and only insofar as it covers the following described real estate:
The Southeast Quarter (SE/4) of Section Sixteen (16), Township Twenty (20) South, Range Ten (10) West of the 6th P.M., Rice County, Kansas.
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B.
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An oil and gas leasehold consisting of an Oil and Gas Lease dated January 2010, from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Husband and Wife, as Lessor, to BGB & More, Inc., as Lessee, recorded in Book 148 at Page 178, insofar and only insofar as it covers the following described real estate:
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The Northeast Quarter (NE/4) of Section Twenty One (21), Township Twenty (20) South, Range Ten (10) West of the 6th P.M., Rice County, Kansas.
Page 8 of 22
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C.
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An oil and gas leasehold consisting of an Oil and Gas Lease dated June 30, 1983, from Verbal ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, husband and wife as Lessors, to ▇.▇. ▇▇▇▇▇▇, as Lessee, recorded in Book 99 at Page 386, insofar and only insofar as it covers the following described real estate:
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That West Half of the Southwest Quarter (W/2 SW/4) of Section Fifteen (15), Township Twenty (20) South, Range Ten (10) West of the 6th P.M., Rice County, Kansas.
Succeeded by a new lease taken on August 29, 2008, as follows:
An oil and gas leasehold consisting of an Oil and Gas Lease dated August 29, 2008, from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇, husband and wife as Lessors, to BGB & More, Inc., as Lessee, recorded in Book 146 at Page 167, insofar and only insofar as it covers the following described real estate:
That West Half of the Southwest Quarter (W/2 SW/4) of Section Fifteen (15), Township Twenty (20) South, Range Ten (10) West of the 6th P.M., Rice County, Kansas.
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D.
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A salt water disposal leasehold consisting of an Salt Water Disposal Lease dated August 20, 1981 from ▇.▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇, Lessors, to Pioneer Operations, Inc., as lessee, recorded in Book 99 at Page 951, insofar and only insofar as it covers the following described real estate:
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The East Half of the Northwest Quarter (E/2 NW/4) of Section Twenty-two (22), Township Twenty (20) South, Range Ten (10) West of the 6'" P.M., Rice County, Kansas.
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E.
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A salt water disposal leasehold consisting of an Salt Water Disposal Lease dated February 16, 1984, from ▇.▇. ▇▇▇▇▇, Lessor, to ▇▇▇▇▇ Oil and Gas Co., Inc." as Lessee, recorded in Book 101 at Page 906, insofar and only insofar as it covers the following described real estate:
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The North Half of the Northwest Quarter (N/2 NW/4) of Section Twenty-two (22), Township Twenty (20) South, Range Ten (10) West of the 6th P.M., Rice County, Kansas.
Page 9 of 22
Page 10 of 22
EXHIBIT B
Furthmeyer West Lease:
An oil and gas lease dated February 14, 2006, from ▇▇▇▇▇ Furthmeyer, lessor, to Mid America Production Management, LLC., lessee, recorded in Book 205, Pages 402 and 403, insofar as said lease covers the East Half of the Northeast (E/2-NE/4) of Section Twenty-Two (22), Township Fourteen (14) South, range Fifteen (15) West of the 6th P.M., Containing Seventy (70) acres, more or less, located ▇▇▇▇▇▇▇, County, Kansas.
Neidenthal Lease:
An oil and gas lease dated February 27, 2008, from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, husband and wife, lessors, to Milestone Energy LLC., lessee, recorded in Book 209, Page 712, insofar as said lease covers the South Half of the Southwest Quarter (S/2-SW/4) of Section Twenty-Three (23), Township Fourteen (14) South, Range Fifteen (15) West of the 6th P.M., insofar and only insofar as it covers the following described real estate:
A 10 acre location surrounding the well located at the S/2 S/2 SW/4 Section Twenty-Three (23), Township Fourteen (14) South, Range Fifteen (15) West of the 6th P.M.
Containing Ten (10) acres, more of less, located in ▇▇▇▇▇▇▇ County, Kansas.
Page 11 of 22
EXHIBIT C
Furthmeyer Lease:
An oil and gas lease dated September 27, 2010, from ▇▇▇▇▇ Furthmeyer, lessor to ▇▇▇▇▇▇ Petroleum, Inc.., lessee, recorded in Book 214, Page 0103, insofar as said lease covers the North half of the Southwest Quarter (N/2 SW/4) and the Northwest Quarter (NW/4) of Section Twenty-three (23), Township Fourteen (14) South, Range Fifteen (15) West of the 6th P.M.
Containing Two hundred and forty (240) acres, more or less, located in ▇▇▇▇▇▇▇ County, Kansas.
Page 12 of 22
EXHIBIT D
Wellbores
SWDW: Furthmeyer #11 SE SE NW of Section 23, Township 14 South, Range ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇.▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇. API #15-167-20633-0001
Producer: ▇▇▇▇▇ #1 SE NE NW of Section 23, Township 14 South, Range ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇.▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇. API #▇▇-▇▇▇-▇▇▇▇▇
Producer: Neidenthal #1 S/2 S/2 SW of Section 23, Township 14 South, Range ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇.▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇. API #▇▇-▇▇▇-▇▇▇▇▇
Producer: Furthmeyer #▇ ▇▇ ▇▇ ▇▇ ▇▇ of Section 22, Township 14 South, Range ▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇.▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇. API # ▇▇-▇▇▇-▇▇▇▇▇
Page 13 of 22
Exhibit E
▇▇▇▇▇▇ Leases (Atherton, Mai, and ▇▇▇▇▇▇▇)
Wellbores
The following oil and gas ▇▇▇▇▇ (cased well bores) all located in Section Twenty-five (25), Township Thirteen (13) South, Range Fifteen (15) West of the 6th P.M., ▇▇▇▇▇▇▇ County Kansas.
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Well Name
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Number
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Spot ▇▇▇▇▇▇▇▇
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▇▇▇ #
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▇▇▇▇▇▇▇▇
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#▇
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E/2 E/2 SE/4
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15-167-00512
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▇▇▇▇▇▇▇▇
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#4
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NW/4 SE/4 SE/4
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15-167-02083
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The following oil and gas ▇▇▇▇▇ (cased well bores) all located in Section Thirty (30), Township Thirteen (13) South, Range Fourteen (14) West of the 6th P.M., ▇▇▇▇▇▇▇ County Kansas.
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Well Name
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Number
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Spot ▇▇▇▇▇▇▇▇
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▇▇▇ #
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▇▇▇▇▇▇▇▇ ▇▇▇▇
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#▇
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SW/4 SE/4 SW/4
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15-167-05900
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▇▇▇▇▇▇▇▇ ▇▇▇▇
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#▇
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SE/4 SE/4 SW/4
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15-167-05901
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▇▇▇▇▇▇▇▇
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#8
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NW/4 NW/4 SE/4
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15-167-05904
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▇▇▇▇▇▇▇▇
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#▇
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▇/▇ ▇▇/▇ ▇▇/▇
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15-167-05760
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▇▇▇▇▇▇▇▇
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#4
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SE/4 NE/4 SE/4
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15-167-02004
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▇▇▇▇▇▇▇▇
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#6
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SW/4 SE/4 SE/4
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15-167-05902
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Page 14 of 22
Exhibit E (continued)
The following oil and gas ▇▇▇▇▇ (cased well bores) all located in Section Twenty-nine (29), Township Thirteen (13) South, Range Fourteen (14) West of the 6th P.M., ▇▇▇▇▇▇▇ County Kansas.
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Well Name
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Number
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Spot Location
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API #
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▇▇▇▇▇▇
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#2
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SE/4 NE/4 SE/4
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15-167-30270-0001
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Leases
An Oil and Gas Lease dated May 19, 2008, from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ and Stella ▇▇▇▇
▇▇▇, Trustees of the ▇▇▇▇▇▇ ▇▇▇ Trust dated June 15, 2000, as Lessor, and Vanguard Energy,LLC, as Lessee, having been recorded in Book 210 at Page 264-265 in the Register of Deeds Office, Russell Counly, Kansas, covering the following described real estate, to-wit:
The Southeast Quarter (SE/4) of Section Thirty (30), Township Thirteen (13) South, Range Fourteen (14) West of the 6th P.M., ▇▇▇▇▇▇▇ County, Kanses.
An Oil and Gas Lease dated May 19, 2008, from ▇▇▇▇ ▇. ▇▇▇, Indenture of Trust of ▇▇▇▇ ▇. ▇▇▇ trust, 2000, as Lessor, and Vanguard Energy, LLC, as Lessee, having been recorded in Book 210 at Page 266-267 in the Register of Deeds Office, Russell Counly, Kansas, covering the following described real estate, to-wit:
The Southwest Quarter (SW/4) of Section Thrirty (30), Township Thirteen (13) South, Range Fourteen (14) West of the 6th P.M., ▇▇▇▇▇▇▇ County, Kanses.
An Oil and Gas Lease daed July , 2008, from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, Trustees of the ▇▇▇▇▇▇ ▇▇▇ Trust dated June 15, 2000, as Lessor, and Vanguard Energy, LLC, as Lessee, having been recorded in Book 210 at Page 793-794 in the Register of Deeds Office, Russell Counly, Kansas, covering the following described real estate, to-wit:
The Northeast Quartet (NE/4) of Section Thirty (30), Township Thirteen (13) South, Range Fourteen (14) West of the 6th P.M., ▇▇▇▇▇▇▇ County, Kanses.
Page 15 of 22
Exhibit E (continued)
An Oil and Gas Lease dated July 18, 2008, from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, Trustees of the ▇▇▇▇▇▇ ▇▇▇ Trust dated June 15 , 2000, as Lessor, and Vanguard Energy, LLC, as Lessee, having been recorded in Book 210 at Page 795-796 in the Register of Deeds Office, Russell Counly, Kansas, covering the following described real estate, to-wit:
The Southeast Quarter (SE/4) of Section Nineteen (19), Township Thirteen (13) South, Range Fourteen (14) West of the 6th P.M., ▇▇▇▇▇▇▇ County, Kanses.
An Oil and Gas Lease dated February 8, 1956 from ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ by ▇▇▇▇ G, ▇▇▇▇▇▇, his attorney in fact, as Lessor, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, d/b/a ▇▇▇▇▇▇▇ Oil Producers, as Lessees, having been recorded in Book 93 at Page 445 In the Register of Deeds Office, ▇▇▇▇▇▇▇ County, Kansas, covering the following described real estate, to-wit:
The East Half of the Southeast Quarter (E/2 SE/4) of Section Twenty-five (25), Township Thirteen (13) South, Range Fifteen (15) West of the 6th P.M., ▇▇▇▇▇▇▇ County, Kansas.
An Oil and Gas Lease daed August 11, 2008, from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a/k/a ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, as Lessor, and M.I.C., Inc, as Lessee, having been recorded in Book 210 at Page 886-888 in the Register of Deeds Office, Russell Counly, Kansas, covering the following described real estate, to-wit:
The Southeast Quarter (SE/4) of Section Twenty-nine (29), Township Thirteen (13) South, Range Fourteen (14) West of the 6th P.M., ▇▇▇▇▇▇▇ County, Kanses.
Page 16 of 22
Exhibit E (continued)
▇▇▇▇▇▇ B Lease
The “▇▇▇▇▇▇ B lease” which covers ▇▇/▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇. ▇▇▇▇▇▇. Containing 160 acres, more or less.
Page 17 of 22
Exhibit E (continued)
Prescott Lease
Wellbores
Prescott #2 – NE NW SE Sec. 25, T24S R14W, ▇▇▇▇▇▇▇▇ Co. KS – ▇▇-▇▇▇-▇▇▇▇▇
Prescott #5 – E/2 NW SE Sec. 25, T24S R14W, ▇▇▇▇▇▇▇▇ Co. KS – ▇▇-▇▇▇-▇▇▇▇▇
Prescott #4 SWD – SW NE SE Sec. 25, T24S R14W, ▇▇▇▇▇▇▇▇ Co. KS – ▇▇-▇▇▇-▇▇▇▇▇
Lease
An Oil and gas lease dated September 10, 1948, from ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇, Her husband, to ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, lessee, insofar as said lease covers the North half of the Southeast Quarter (N/2 SE/4) of Section Twenty-Five (25), Township Twenty-Four (24) South, Range Fourteen (14) West of the 6th P.M. ▇▇▇▇▇▇▇ County, Kansas, containing 80 acres more or less
Page 18 of 22
Exhibit E (continued)
▇▇▇▇▇▇▇▇ Lease:
Wellbores
Producer: ▇. ▇▇▇▇▇▇▇▇ #1 (15-009-22464) – SE SW SW Section 17, T16S R13W
Producer: ▇▇▇▇▇▇▇▇ #2 (15-009-21610) – NW SE SW Section 17, T16S R13W
Producer: ▇▇▇▇▇▇▇▇ #3 (15-009-21655) – NE SE SW Section 17, T16S R13W
Producer: ▇▇▇▇▇▇▇▇ #1 (15-009-21489) – SE SE SW Section 17, T16S R13W
Lease
The ▇▇▇▇▇▇▇▇ lease covers the Southwest Quarter (SW/4) of Section Seventeen (17), Township Sixteen (16) South, Range Thirteen (13) West of the 6th P.M. ▇▇▇▇▇▇ County, Kansas Containing 140 Acres, more or less
Page 19 of 22
Exhibit E (continued)
▇▇▇▇▇ Lease
An Oil and Gas lease covering the Southwest Quarter (SW/4) of Section Twenty-five (25), Township Fifteen (15) South, Range Fourteen (14) West, of the 6th P.M. ▇▇▇▇▇▇▇ County, Kansas, containing 160 acres more or less
Page 20 of 22
Exhibit E (continued)
Top of ▇▇▇▇▇ Lease
An Oil and Gas lease covering the Northwest Quarter (NW/4) of Section Six (6), Township Sixteen (16) South, Range Thirteen (13) West, of the 6th P.M. ▇▇▇▇▇▇ County, Kansas, containing 160 acres more or less
Page 21 of 22
Exhibit E (continued)
▇▇▇▇▇▇▇ Leases
An Oil and Gas Lease with ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as lessor covering the North half of the Southwest Quarter (N/2 SW/4) of Section Twenty-five (25), Township Twenty-four (24) South, Range Fourteen (14) West, ▇▇▇▇▇▇▇▇ County, Kansas, containing 80 acres more or less.
An Oil and Gas lease with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as lessor covering the South half of the Southwest Quarter (S/2 SW/4) of Section Twenty-five (25), Township Twenty-four (24) South, Range Fourteen (14) West, ▇▇▇▇▇▇▇▇ County, Kansas, containing 80 acres more or les.
Page 22 of 22