Wyatt Purchase and Sale Agreement dated January 1, 2019, effective January 28, 2019. Wyatt Assignment and Bill of Sale. AMAZ Promissory Note to Wyatt. Press Release: Amazing Energy Announces Transformational Acquisition of Wyatt Energys New Mexico Permian Basin Assets

 

For and in consideration of the sum of One Hundred Dollars ($100.00) and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, Wyatt Petroleum, LLC (formerly Nautilus Energy, LLC) and Wyatt Permian, LLC (formally Nemo Fund I, LLC) (collectively herein “Assignor”) whose address is 24 Greenway Plaza, Suite 600, Houston, Texas 77046, does hereby SELL, TRANSFER, AND ASSIGN unto AMAZING ENERGY, LLC, whose address is 5700 W. Plano Parkway, Suite 3600, Plano, TX 75093 (“Assignee”), effective as of January 1, 2019 (the “Effective Date”), at 7:01 a.m., Central Time (the “Effective Time”), subject to the terms and conditions herein and as set forth in the Purchase and Sale Agreement between the parties, all of Assignors right, title and interest in and to all of the following assets, properties, leasehold, wells, facilities, equipment, agreements being referred to herein and located in Lea County, New Mexico, (collectively the “Assets”):

 

(a)              Subject to any conveyance of overriding royalty interest of record in Lea County, NM, as of the Effective Time and the terms hereof, all of Assignor’s right, title and interest in the oil, gas and/or other minerals leases and leasehold estates acquired by Seller in any Assignment of Oil and Gas Leases, Assignment and Bill of Sale, Exploration Agreements, Stipulation of Interest and Cross-Conveyance agreements or other documents assigning leasehold interest, wells and/or well bores, or oil and gas interest, said assignments being recorded in Lea County, NM and attached thereto a list of leases and lands assigned in such assignment or other document, such assignments to Assignor are described in Exhibit “A” attached hereto for all purposes, located in the West Sawyer Field in Lea County, New Mexico, including all extensions, renewals, top leases, ratifications, or amendments thereof and all working interest leasehold interest operating rights, carried interest or other rights granted to Assignor (collectively the “Lands”) together with all the property and rights incident thereto, including all rights in any pooled, unitized or commoditized acreage by virtue of the Lands be a part thereof, all production from the Lands, from and after the Effective Time, and any pool or unit to the extent allocated to any such Lands and all interest in any wells located on the Lands or in any pool or unit and attributable to the Lands, but subject to all assignments of any overriding royalty interest or other interest of record in Lea County, NM, if any; and

 

(b)              All of Assignor’s right title and interest in producing, nonproducing, shut-in and abandoned oil and gas wells, wellbores, the casing and tubing therein and all downhole and wellhead equipment, and all leasehold equipment, structures and other equipment, facilities and personal property situated on the Leases and all of the interest owned by Assignor in and to all personal property, improvements, lease and well equipment, appurtenances, pipelines (owned by Assignor as of the Effective Time) pumps, facilities, separators, tanks and other fixtures (the “Facilities”) located on attributable to or used in connection with the Assets located on the Lands (hereinafter referred to as the “Wells”) all such wells as described in Exhibit “A-l”. Attached hereto for all purposes is group of pictures and spread sheet that evidence and reflect the facilities and equipment at each well site and tank battery site and being a part of the Assets, collectively marked as Exhibit “B1” and “B2”; and

(c)               To the extent assignable, all contracts and contractual rights and interest covering or affecting any or all of the interest described or referred to above, including, without limitation, all farm-out and farm-in agreements, area of mutual interest agreements, operating agreements, production sales and purchase contracts, saltwater disposal agreements, surface use agreements or leases, division and transfer orders, licenses and other contracts or agreements covering or affecting any or all of the interest described or referred to above (hereinafter referred to as the “Contracts”), as shown in Exhibit “C” attached hereto; and

 

(d)              To the extent assignable, all easements, rights-of-way, surface use agreements or leases, fee estates, licenses, authorizations, permits, waivers and similar rights and interest applicable to, or used or useful in connection with, any or all of the interest described in Subparagraphs (a) and (b) above (collectively the “Other Real Property”); and

 

(e)               All oil, condensate, natural gas, natural gas liquids, if any, or other gases and other minerals produced on or before January 31, 2019, shall be retained and shall remain the property of Assignor. All oil, condensate, natural gas, natural gas liquids, if any or other gases and other minerals produced on or after February 1, 2019, attributable to all or any part of the Assets, if being agreed that Assignee receives all revenues from production of oil and gas produced on or after February 1, 2019. Assignor shall have all tanks measured on January 31, 2019, with the report of volumes to be delivered to both parties and both Assignor and Assignee agree that the resulting record of the volumes shall be binding on both parties; and

 

(f)              All well, legal and title files concerning the Leases, Wells, Equipment, Contracts or other Real Property owned by or subject to the possession or control of Assignor (collectively the “Files”); and

 

(g)               The right to operate the Leases (insofar as the Leases cover the Lands) and Wells.

 

(h)                Assignee of rights in the Leases: (1) is deemed to have accepted liability for the non-performance of any express or implied Lease obligations accruing prior to the date of Assignment; and (2) is liable for the proper performance of express and implied lease obligations from and after the date of Assignment. Liability for the non-performance of lease obligations will be in addition to the liability of Assignee. .

 

(i)               Assignee assumes, and agrees to comply with, from and after the date of this assignment, the express and implied covenants created by the oil and gas leases. From and after the date of this assignment, Assignee agrees to indemnify Assignor against any liability, claim, demand, damage, or cost, including litigation costs and attorney fees, associated with the oil and gas leases and the interest assigned to Assignee.

 

TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns, forever, subject, however, to all the terms and conditions of this Assignment and Bill of Sale.

To the extent permitted by law, Assignee shall be subrogated to Assignor’s rights in and to representations, warranties, and covenants given with respect to the Contracts, Agreements, Assets, Leases and Wells. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable and permitted by law, a proportionate part of the benefit of and the right to enforce the covenants, representations and warranties, if any, which Assignor is entitled to enforce with respect to the Assets. Assignee hereby agrees to accept the Assets, equipment, Wells, facilities, contracts and other Real Property assigned herein, and that Assignee accepts the same “AS IS, WHERE IS” and “WITH ALL FAULTS”. Effective as of the Effective Date and to the extent of the Assets, Assignee agrees to assume all responsibility for and obligations with respect to the Wells, the casing and all other equipment, and all other personal property and fixtures used on or in connection therewith arising before, on or after the Effective Time. ASSIGNEE EXPRESSLY ASSUMES ANY AND ALL LIABILITY AND RESPONSIBILITIES FOR ALL PLUGGING OBLIGATIONS REGARDING THE WELLS ARISING BEFORE, ON, OR AFTER THE EFFECTIVE TIME. ASSIGNOR KNOWS OF NO EXISTING OR ASSERTED REGULATORY ACTIONS OR CLAIMS RELATING TO ANY ENVIRONMENTAL VIOLATION OR UNCORRECTED RELEASES, THEREFORE, AS OF THE EFFECTIVE TIME, ASSIGNEE ASSUMES ALL RESPONSIBILITY AND LIABILITIES FOR ANY ENVIRONMENTAL CLAIMS OR REMEDIATION REQUIREMENTS ARISING BEFORE, ON, OR AFTER FROM THE OPERATIONS OF THE ASSETS.

 

 

 

 

 

 

 

 

 

 

 

Assignee shall bear and pay any real property transfer taxes, if any and any recording fees associated with the transfer of the Assets to Assignee.

 

This Assignment and Bill of Sale shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the respective parties hereto.

 

The foregoing instrument was acknowledged before me on this 28th day of January, 2019, by Billy C. Wells, as the duly authorized representative of Wyatt Petroleum, LLC and Wyatt Permian, LLC, Texas limited liability companies, on behalf of such companies.

 

 

The foregoing instrument was acknowledged before me on this 23rd day of January, 2019, by Willard G. McAndrew III as the duly authorized representative of Amazing Energy, LLC, a Texas limited liability company, on behalf of such company.

 

 

Wyatt Permian Active State Leases (from NM SLO Data Portal)

Inventory of Field Equipment and Facilities

Lea County, NM

West Sawyer Contracts and Agreements

Lea County, NM