Partial Assignment of Oil, Gas and Mineral Lease between Touchstone Resources USA, Inc. and Bepariko Biocom
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Touchstone Resources USA, Inc. (Assignor) is transferring a partial interest in an oil, gas, and mineral lease located in Jefferson County, Texas, to Bepariko Biocom (Assignee). The agreement grants Bepariko Biocom an undivided 6.25% interest in the lease, subject to existing royalties and the terms of a prior joint operating agreement. The Assignee will receive a share of the net revenue from hydrocarbons produced, and both parties’ rights and obligations will pass to their successors. The agreement is binding and includes a special warranty of title from the Assignor.
EX-10.2 4 b318282ex_10-2.txt PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE STATE OF TEXAS : : COUNTY OF JEFFERSON : THIS PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE (Assignment") is made this 29th day of January by and between TOUCHSTONE RESOURCES USA, INC., a Texas corporation, with its offices located at 5858 Westheimer, Suite 708, Houston, Texas 77057 (hereinafter called "Assignor") and BEPARIKO BIOCOM, a Nevada corporation, with its offices located at One Belmont Avenue, Suite 417 Bala Cynwyd, Pennsylvania 19004 (hereinafter called "Assignee"). W I T N E S S E T H: Assignor, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby GRANT, BARGAIN, SELL, ASSIGN, TRANSFER, CONVEY, AND DELIVER unto Assignee, it successors and assigns, the following: 1. An undivided 6.25% interest in and to the oil, gas, and mineral lease identified and described in Exhibit "A," which is attached hereto and made a part hereof (referred to hereinafter as "Lease") insofar and only insofar as the Lease covers the land described in the Lease, all of said land being located in Jefferson County, Texas ("Lands"), with such 6.25% interest being subject to all the terms, provisions and/or conditions set forth in the Lease. 2. The interest herein transferred and assigned to the Assignee shall bear its proportion share of all royalties and existing overriding royalties totaling thirty-four and one-half percent (34.5%) of all hydrocarbons produced and saved from the Lease. It being the express intention of the Assignor to deliver to Assignee a net revenue interest under the Lease equal to sixty-five and one-half percent (65.5%) attributable to the 100% leasehold interest. TO HAVE AND TO HOLD the Lease, together with all and singular, the rights, privileges, and appurtenances anywise belonging thereto, unto Assignee, its successors and assigns, forever, subject to the following exceptions, reservations, covenants, conditions, and stipulations, as well as all other instruments of record: A. This Assignment is made expressly subject to the terms and conditions of that certain Joint Operating Agreement dated November 30, 2001, by and between Touchstone Resources USA, Inc., as operator, and Hackberry Oil & Gas, L.P., Et Al, as non-operators. - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 1 Assignor executes this Assignment with special warranty of title, by, through and under Assignor, but not otherwise. All the terms, provisions, conditions, covenants, and agreements herein contained shall constitute covenants running with the land, and shall extend to and be binding on and will inure to the benefit of Assignor and Assignee and their respective heirs, legal representatives, successors, and assigns. EXECUTED as of the day and year first written above. TOUCHSTONE RESOURCES USA, INC. "Assignor" By: __________________________ Mark A. Bush, President BEPARIKO BIOCOM "Assignee" By: __________________________ Title: __________________________ - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 2 [ACKNOWLEDGEMENT] STATE OF TEXAS : : COUNTY OF JEFFERSON : The foregoing instrument was acknowledged before me this ______ day of _____________, 2002, by Mark A. Bush, President of Touchstone Resources USA, Inc., a Texas corporation behalf of said corporation. Witness my hand and official seal. -------------------------------------- Notary Public in and for the State of Texas [ACKNOWLEDGMENT] STATE OF TEXAS : : COUNTY OF JEFFERSON : The foregoing instrument was acknowledged before me this ______ day of _____________, 2002, by ______________________, _____________________ of Bepariko Biocom, a Nevada corporation, on behalf of said corporation. Witness my hand and official seal. -------------------------------------- Notary Public in and for the State of __________________ - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 3 EXHIBIT "A" Attached to and made a part of that certain Partial Assignment of Oil, Gas and Mineral Lease, dated April 25, 2002, by and between Touchstone Resources USA, Inc., as Assignor and Bepariko Biocom, as Assignee. 1. Oil, Gas & Mineral Lease dated January 21, 2001, from Sandra Smith Melton, et al to J. Mark Smith & Associates, Inc., covering 98.868 acres, more or less, recorded under Entry Number 2000007757 located Jefferson County, Texas. - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 4 PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE STATE OF TEXAS : : COUNTY OF JEFFERSON : THIS PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE (Assignment") is made this 25th day of April, 2002 by and between TOUCHSTONE RESOURCES USA, INC., a Texas corporation, with its offices located at 5858 Westheimer, Suite 708, Houston, Texas 77057 (hereinafter called "Assignor") and BEPARIKO BIOCOM, a Nevada corporation, with its offices located at One Belmont Avenue, Suite 417, Bala Cynwyd, Pennsylvania 19004 (hereinafter called "Assignee"). W I T N E S S E T H: Assignor, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby GRANT, BARGAIN, SELL, ASSIGN, TRANSFER, CONVEY, AND DELIVER unto Assignee, it successors and assigns, the following: 1. An undivided 6.25% interest in and to the oil, gas, and mineral lease identified and described in Exhibit "A," which is attached hereto and made a part hereof (referred to hereinafter as the "Lease") insofar and only insofar as the Lease covers the lands described in the Lease, all of said land being located in Jefferson County, Texas ("Land"), with such 6.25% interest being subject to all the terms, provisions and/or conditions set forth in the Lease. 2. The interest herein transferred and assigned to the Assignee shall bear its proportion share of all royalties and existing overriding royalties totaling twenty-six and one-half percent (26.5%) of all hydrocarbons produced and saved from the Lease. It being the express intention of the Assignor to deliver to Assignee a net revenue interest under the Lease equal to seventy-three and one-half percent (73.5%) attributable to the 100% leasehold interest. - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 1 TO HAVE AND TO HOLD the Lease, together with all and singular, the rights, privileges, and appurtenances anywise belonging thereto, unto Assignee, its successors and assigns, forever, subject to the following exceptions, reservations, covenants, conditions, and stipulations, as well as all other instruments of record: A. This Assignment is made expressly subject to the terms and conditions of that certain Joint Operating Agreement dated November 30, 2001, by and between Touchstone Resources USA, Inc., as operator, and Hackberry Oil & Gas, L.P., Et Al, as non-operators. Assignor executes this Assignment with special warranty of title, by, through and under Assignor, but not otherwise. All the terms, provisions, conditions, covenants, and agreements herein contained shall constitute covenants running with the land, and shall extend to and be binding on and will inure to the benefit of Assignor and Assignee and their respective heirs, legal representatives, successors, and assigns. EXECUTED as of the day and year first written above. TOUCHSTONE RESOURCES USA, INC. "Assignor" By: __________________________ Mark A. Bush, President BEPARIKO BIOCOM "Assignee" By: __________________________ Title: __________________________ - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 2 [ACKNOWLEDGMENT] STATE OF TEXAS : : COUNTY OF JEFFERSON : The foregoing instrument was acknowledged before me this ______ day of _____________, 2002, by Mark A. Bush, President of Touchstone Resources USA, Inc., a Texas corporation behalf of said corporation. Witness my hand and official seal. -------------------------------------- Notary Public in and for the State of Texas [ACKNOWLEDGMENT] STATE OF TEXAS : : COUNTY OF JEFFERSON : The foregoing instrument was acknowledged before me this ______ day of _____________, 2002, by ______________________, ___________________ of Bepariko Biocom, a Nevada corporation, on behalf of said corporation. Witness my hand and official seal. -------------------------------------- Notary Public in and for the State of ________________ - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 3 EXHIBIT "A" Attached to and made a part of that certain Partial Assignment of Oil, Gas and Mineral Lease, dated April 25, 2002, by and between Touchstone Resources USA, Inc., as Assignor and Bepariko Biocom, as Assignee. 1. Oil, Gas & Mineral Lease dated January 21, 2001, from Sandra Smith Melton, et al to J. Mark Smith & Associates, Inc., covering 484.162 acres, more or less, recorded under Entry Number 2000007756 located Jefferson County, Texas. - -------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASES PAGE 4 PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASES STATE OF TEXAS : : COUNTY OF JEFFERSON : THIS PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASES (Assignment") is made this 25th day of April, 2002 by and between TOUCHSTONE RESOURCES USA, INC., a Texas corporation, with its offices located at 5858 Westheimer, Suite 708, Houston, Texas 77057 (hereinafter called "Assignor") and BEPARIKO BIOCOM,, a Nevada corporation, with its offices located at One Belmont Avenue, Suite 417, Bala Cynwyd, Pennsylvania, 19004 (hereinafter called "Assignee"). W I T N E S S E T H: Assignor, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby GRANT, BARGAIN, SELL, ASSIGN, TRANSFER, CONVEY, AND DELIVER unto Assignee, it successors and assigns, the following: 1. An undivided 6.25% interest in and to the oil, gas, and mineral leases identified and described in Exhibit "A," which is attached hereto and made a part hereof (collectively referred to hereinafter as "Leases") insofar and only insofar as the Leases cover the lands described in the Leases, all of said lands being located in Jefferson County, Texas ("Lands"), with such 6.25% interest being subject to all the terms, provisions and/or conditions set forth in the Leases. 2. The interest herein transferred and assigned to the Assignee shall bear its proportion share of all royalties and existing overriding royalties totaling twenty-six and one-half percent (26.5%) of all hydrocarbons produced and saved from the Leases. It being the express intention of the Assignor to deliver to Assignee a net revenue interest under the Leases equal to seventy-three and one-half percent (73.5%) attributable to the 100% leasehold interest. TO HAVE AND TO HOLD the Leases, together with all and singular, the rights, privileges, and appurtenances anywise belonging thereto, unto Assignee, its successors and assigns, forever, subject to the following exceptions, reservations, covenants, conditions, and stipulations, as well as all other instruments of record: A. This Assignment is made expressly subject to the terms and conditions of that certain Joint Operating Agreement dated November 30, 2001, by and between Touchstone Resources USA, Inc., as operator, and Hackberry Oil & Gas, L.P., Et Al, as non-operators. - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 1 Assignor executes this Assignment with special warranty of title, by, through and under Assignor, but not otherwise. All the terms, provisions, conditions, covenants, and agreements herein contained shall constitute covenants running with the land, and shall extend to and be binding on and will inure to the benefit of Assignor and Assignee and their respective heirs, legal representatives, successors, and assigns. EXECUTED as of the day and year first written above. TOUCHSTONE RESOURCES USA, INC. "Assignor" By: __________________________ Mark A. Bush, President BEPARIKO BIOCOM "Assignee" By: __________________________ Title: __________________________ - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 2 [ACKNOWLEDGMENT] STATE OF TEXAS : : COUNTY OF JEFFERSON : The foregoing instrument was acknowledged before me this ______ day of _____________, 2002 by Mark A. Bush, President of Touchstone Resources USA, Inc., a Texas corporation, on behalf of said corporation. Witness my hand and official seal. -------------------------------------- Notary Public in and for the State of Texas [ACKNOWLEDGMENT] STATE OF TEXAS : : COUNTY OF JEFFERSON : The foregoing instrument was acknowledged before me this ______ day of _____________, 2002, by _____________________, __________ of Bepariko Biocom, a Nevada corporation, on behalf of said corporation. Witness my hand and official seal. -------------------------------------- Notary Public in and for the State of _______________ - ------------------------------- PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASE PAGE 3 EXHIBIT "A" Attached to and made a part of that certain Partial Assignment of Oil, Gas and Mineral Leases, dated April 25, 2002, by and between Touchstone Resources USA, Inc., as Assignor and Bepariko Biocom, as Assignee.
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