ASSIGNMENT AND BILL OF
SALE
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COMMONWEALTH
OF KENTUCKY
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§
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COUNTY OF
FAYETTE
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THIS ASSIGNMENT AND BILL OF SALE
(“Assignment”)
dated the 29 th day of September, 2009, but effective as of the
1st day of July, 2009, at 12:01 A.M. EST (“Effective
Time”) , is from CLASSIC OIL & GAS RESOURCES,
INC. , a Kentucky corporation, with its principal office
located at 416 W. Brannon Road, Nicholasville, KY 40356
("Assignor") to VELOCITY ENERGY PARTNERS LP , a
Delaware limited partnership, with its principal office located at
523 N. Sam Houston Parkway East, Suite 175, Houston,
TX 77060 (hereinafter referred to as
“Assignee” ).
IN CONSIDERATION OF the sum of one hundred dollars and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor hereby GRANTS, CONVEYS,
SELLS and ASSIGNS to Assignee all of its right, title
and interest, except as expressly excluded herein, in and to the
following assets (individually or collectively , "
Classic Assets "):
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A. (1)
50%
WORKING INTERESTS: Fifty Percent (50%) of Classic’s
working interests in the active, open, shut-in, or temporarily
abandoned (but not plugged and abandoned) proved, developed,
producing (“PDP”) oil or gas wells and proved,
developed, non-producing and behind pipe wells (“PDNP
& BP”), which Fifty Percent (50%) interests are set forth
and identified on the schedules attached hereto as Exhibits
A-1 and A-2 , respectively, and made a
part hereof, except for wells in which Summit Highwall Mining
Services, Inc. (“ Summit ”) has contracted with
Classic to purchase certain additional interests proportionate to
its respective working interest percentages, which wells are
identified on the schedule attached hereto as Exhibit A-3
and made a part hereof (“Summit Wells”) in which
Velocity will acquire 50% of Classic’s working interest
remaining after any such acquisition by Summit (
individually or collectively, such working interests identified on
Exhibits A-1, A-2, and A-3 constitute
the “50% Working Interests”) ; and
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(2) 100% WORKING
INTERESTS: One Hundred Percent (100%) of
Classic’s working interests in the active, open, shut-in, or
temporarily abandoned (but not plugged and abandoned) proved,
developed, producing (“PDP”) oil or gas wells and
proved, developed, non-producing and behind pipe wells (“PDNP
& BP”) identified on the schedules attached hereto as
Exhibit A-4 and A-5, ( individually or collectively,
such working interests constitute the “100% Working
Interests” and the 100% Working Interests and the
50% Working Interests, individually or collectively,
constitute the “Acquired Working Interests”)
;
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B. OTHER
CONTRACTUAL OR PROPERTY RIGHTS AND OBLIGATONS:
In granting to
Velocity the Acquired Working Interests, the parties understand
that there shall also be conveyed to Velocity at Closing, and
Velocity shall assume, such contractual and property rights and
obligations as are derivative from post-Effective Date
ownership of the Acquired Working Interests, to the extent Classic
would have received or assumed such contractual and property rights
and obligations had it retained, and not conveyed, such Acquired
Working Interests (exclusive of, but not limited to (i) any
contractual or property rights and obligations as operator of the
Wells relating to the 50% Working Interests, to the extent such may
be deemed derivative from such 50% Working Interests (under which
Classic shall continue as the sole operator), (ii) contractual or
property rights and obligations as operator of the Wells relating
to the 100% Working Interests, to the extent such may also be
deemed derivative from such 100% Working Interests (under which
Classic shall not continue as the operator but cannot convey the
such contractual or property rights and obligations); (iii) any
other contractual or property rights and obligations derived from
being the operator of any Wells relating to the Acquired Working
Interests, to the extent such may also be deemed derivative from
such Acquired Working Interests and (iv) any contractual or
property rights and obligations to the extent such was earned by,
accrued to the benefit of or was transferred to Classic prior to
the Effective Date), as well as such contractual or property rights
and obligations more fully described in Paragraph 7 of the LOI
described in Paragraph 5 below (individually or collectively, the
“ Other Contractual or Property Rights and Obligations
”); and
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C.
DOCUMENTATION AND DATA: All originals (with
respect to 100% Working Interests) or copies (with respect to 50%
Working Interests) of its contracts, licenses, permits, seismic and
other technical data, maps, logs, well files, books and records,
and other information and materials relating to such Acquired
Working Interests (collectively, the “Documentation
and Data”) .
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Individually or collectively, the 50% Working
Interests, the 100% Working Interests, the Other
Contractual or Property Rights and Obligations and the
Documentation and Data constitute the “Classic
Assets” , all of which shall conveyed at the Closing (the
"Transaction" ) free and clear of all liens and
encumbrances, except for usual and customary liens and encumbrances
deemed to be Permitted Encumbrances, and any preferential rights of
purchase by third parties. Except as may be otherwise
expressly provided for in this letter, Classic retains all rights
to any other assets or property of Classic, including, but not
limited to, interests in other wells, other leasehold interests,
royalty interests, easements, wellhead facilities and other
oilfield equipment, gathering and transportation facilities and
equipment, vehicles and other property whether real, personal or
mixed.
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TO HAVE AND
TO HOLD the Classic
Assets, subject to the following terms and conditions:
1.
Special Warranty Of Title . Assignor warrants and
shall defend title to the Classic Assets conveyed to Assignee
against every person whomsoever lawfully claiming the Classic
Assets or any part thereof by, through and under Assignor, but not
otherwise.
2.
Agreements . This Assignment is made
subject to and shall be burdened by the terms, covenants and
conditions contained in any contracts, agreements and instruments
affecting the Classic Assets; and at and after the Effective Time,
Assignee shall be bound by and shall perform all of the terms,
covenants and conditions contained therein.
3.
Compliance With Laws. This Assignment is
made subject to all applicable laws, statutes, ordinances, permits,
decrees, orders, judgments, rules and regulations which are
promulgated, issued or enacted by a governmental entity having
appropriate jurisdiction, and Assignee shall comply with the same
at and after the Effective Time.
4.
Successors and Assigns . The terms,
covenants and conditions contained in this Assignment shall be
binding upon and inure to the benefit of the Parties hereto and
their respective successors and assigns, and such terms, covenants
and conditions shall be covenants running with the land and with
each subsequent transfer or assignment of the Classic Assets, or
any part thereof.
5.
Letter of Intent . This Assignment is
made in accordance with and is subject to the terms, covenants and
conditions contained in that certain definitive, legally
binding Letter of Intent dated effective as of July 1,
2009, by and between Classic Oil & Gas Resources, Inc. and
Velocity Energy Partners LP, as Buyer (“LOI”), and the
terms, covenants and conditions contained in the LOI, including
capitalized terms not expressly defined herein, are incorporated
herein by reference as though said terms, covenants and conditions
were fully set forth verbatim herein. If there is a
conflict between the provisions of the LOI and this Assignment, the
provisions of the LOI shall control the rights and obligations of
the Parties.
7 .
Governing
Law . The laws of the State of West
Virginia, excluding its conflicts of law principles, shall govern
this Assignment and Bill of Sale.
EXECUTED on the day and year first referenced above, but
effective as of the Effective Time.
CLASSIC OIL
& GAS RESOURCES, INC.
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/s/ William W.
Kelly, Jr.
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