Exhibit 10.1
ASSIGNMENT AND ▇▇▇▇ OF SALE
THE STATE OF TEXAS
COUNTY OF ▇▇▇▇▇
This Assignment and ▇▇▇▇ of Sale, effective as of May 1, 2011 ("Effective
Date"), is by and between PRONTO LIMITED, a Texas limited partnership, whose
address is ▇.▇. ▇▇▇ ▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇, as "Assignor" and BARON ENERGY, INC., a
Nevada corporation, whose address is ▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
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, the following:
(a) The interests of the Assignor in the oil and gas leases and agreements
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 ▇▇▇▇▇, 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.
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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
PRONTO LIMITED
By: Go International, Inc., its General Partner
Date: 5/3/2011 By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇
Title: President - Go International, Inc.
STATE OF TEXAS
COUNTY OF MIDLAND
This instrument was acknowledged before me on the 3rd day of May, 2011, by
and between ▇.▇. ▇▇▇▇▇▇▇ , President of Go International, Inc., a Texas
corporation, in its capacity as General Partner of Pronto Limited, a Texas
limited partnership, on behalf of said corporation acting in such capacity.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Notary Public, State of Texas
ASSIGNEE
BARON ENERGY, INC.
Date: 5/4/2011 By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President and CEO
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STATE OF TEXAS
COUNTY OF COMAL
The foregoing instrument was acknowledged before me on the 4th day of May
2011, by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President of Baron Energy, Inc., a Nevada
corporation, on behalf of said corporation
/s/ ▇▇▇ ▇. ▇▇▇▇▇
Notary Public, State of Texas
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EXHIBIT "A"
ATTACHED TO AND MADE A PART OF ASSIGNMENT AND ▇▇▇▇ OF SALE DATED
________________________, 2011 BETWEEN PRONTO LIMITED AND BARON ENERGY, INC.
▇▇▇▇▇▇▇▇▇▇▇ 69 LEASE:
LANDS:
BEING the NE/4 of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇, ▇. H. & H. RR Co. Survey, Abstract
37, ▇▇▇▇▇ County, Texas, limited in depth from the surface down to 8,340
feet beneath the surface of the earth as to the N/2 of the NE/4 of Section
69 and from the surface down to 8,306 feet beneath the surface of the earth
as to the S/2 of the NE/4 of Section 69, but in no event below the base of
the Ellenburger Formation.
The following-described Oil, Gas and Mineral Lease, Modification of Oil,
Gas and Mineral Lease, and Ratification and Amendment of Oil, Gas and Mineral
Lease to the extent they cover the above described lands, to-wit:
(1) Oil, Gas and Mineral Lease dated March 10, 1981, by and between ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇, et al, as Lessors, and Worth ▇. ▇▇▇▇▇▇▇▇▇, as Lessee, recorded in
Volume 77, Page 160 of the Oil and Gas Records of ▇▇▇▇▇ County, Texas.
(2) Ratification of Oil, Gas and Mineral Lease dated July 19, 1984,
recorded in Volume 92, Page 301 of the Oil and Gas Records of ▇▇▇▇▇ County,
Texas.
(3) Ratification and Amendment of Oil, Gas and Mineral Lease dated August
7, 1986, recorded in Volume 101, Page 410 of the Oil and Gas Records of ▇▇▇▇▇
County, Texas.
WORKING INTEREST: 100.00%
NET REVENUE INTEREST: 75.00%
▇▇▇▇▇▇▇▇▇▇▇ #68-1:
LANDS:
Being 1 acre of land, more or less, around the ▇▇▇▇▇▇▇▇▇▇▇ #68-1 Well
located in the NW/4 N/W/4 of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇, ▇. H. H. RR Co. Survey,
Abstract 628, ▇▇▇▇▇ County, Texas.
The following-described Salt Water Disposal Agreement, to the extent it
covers the above described lands, to-wit:
(1) Salt Water Disposal Agreement dated December 6, 1988 by and between
▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, et al, as Owners, and CD Resources Company, as Operator,
recorded in Volume 177, Page 907, Oil and Gas Records, ▇▇▇▇▇ County, Texas.
WORKING INTEREST: 100.00%
NET REVENUE INTEREST: Not Applicable
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