Assignment and Bill of Sale dated May 31, 2024 by and between Liberty Operating, LLC and Barrister Energy LLC

Exhibit 10.1

ASSIGNMENT AND BILL OF SALE

Indexing Instructions to the Chancery Clerk:

ASSIGNMENT AND BILL OF SALE

This Assignment and Bill of Sale (“Assignment), dated May 1, 2024 (the “Effective Time”), is made by Liberty Operating Company, LLC, whose address is 407 West Oak Street, Laurel, MS 39440 (hereinafter, collectively, “Assignors”) to Barrister Energy, LLC, a Mississippi limited liability company, with an address of 531 North 5th Avenue, Laurel, Mississippi 39440 (hereinafter “Assignee”).

In consideration of the sum of Ten Dollars ($10.00), and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Assignors do hereby grant, bargain, sell, convey, assign, deliver and specially warrant unto Assignee, its successors and assigns, all of Assignors’ undivided interests in and to the following assets and properties (such assets and properties collectively, with the exclusion of the Excepted Items, the “Conveyed Interests”):

(a) the wells described in Exhibit A hereto (such wells, the ‘Wells”), and all Hydrocarbons produced therefrom or allocated thereto, whether producing, shut-in or abandoned, together with any and all rights, titles and interests of Assignors in and to the current proration units for said wells (Assignors’ interest in such units the “Units”);

(b) all equipment, material and items of personal property described in Exhibit B hereto and any other equipment, machinery, fixtures and other real or personal property, operational or nonoperational, known or unknown, located on any of the Units that are used or held for use primarily in connection with the Wells, including, but not limited to, well equipment, casing, tubing, pumps, motors, machinery, platforms, rods, tanks, boilers, fixtures, compression equipment, flowlines, pipelines, gathering systems associated with the Wells, manifolds, processing and separation facilities, structures, materials, SCADA, telemetry and radio equipment, radio towers and other items on the Units (Assignors’ interest in such properties, the “Personal Property”);

(c)       the Oil, Gas and/or Mineral Leases described on Exhibit C hereto and all leasehold estates created thereby, including royalties, overriding royalties, production payments, net profit interests, carried interests and all other interests in oil, gas and minerals in place pertaining to the Units and all other oil, gas and mineral leases, if any, that cover all or any portion of the Units (Assignors’ interest in such leases and other interests as so limited, the “Leases”). To the extent any Lease and Leases include lands outside the Units, such lands and rights are hereby assigned to Assignee. The Leases, the Units and the Wells are collectively referred to hereinafter as the “Properties” or individually as a “Property”;

(d)       to the extent that they may be assigned, all rights-of-way and easements that are used primarily in connection with the ownership or operation of any of the Properties;

(e)       to the extent assignable, all Applicable Contracts pertaining to the Properties and all rights thereunder; and

(f)       all files, books, records, information and data directly pertaining to the Conveyed Interests in Assignors’ possession or control or to which Assignors have a right, including title records, abstracts, title opinions, curative documents, title certificates, interpretive data, computer records including extracts from certain databases including land, production, and accounting databases, production records, severance tax records, geological and geophysical data, geologic/geophysical interpretations and raw or processed geophysical data (including magnetic tapes, field notes, seismic lines, analyses and similar data or information) and interpretations therefrom, reservoir and well information, but excluding any files, books, records, information and data (i) to the extent that the disclosure or transfer thereof is prohibited by third party agreement (provided that Assignors inform Assignee of such restriction and shall request waivers of such restriction to the extent requested by Assignee) or applicable laws and regulations, 

(ii) relating to Assignors’ business generally, (iii) constituting work product of Assignors’ legal counsel (other than title opinions) and (iv) relating to the negotiation and consummation of the sale of the Properties (collectively, the “Records”); provided, however, that Assignors may retain copies of the Records as may be necessary for litigation, tax, accounting or auditing purposes or as otherwise may be required by applicable laws and regulations.

(g)       All reservations of record from previous owners are expressly excepted from this assignment

The following are expressly excepted from this assignment and are reserved to the Assignors (the “Excepted ltems”):

(a)       all reservations of record from previous owners;

(b)       all data and records relating to the sale of the Conveyed Interests, including bids received from, and records of negotiations with, any party other than Assignee;

(c)       all corporate, financial, tax, legal (including all work product of, and attorney-client communications with, Assignors’ legal counsel) and other business data and records of Assignors that relate to Assignors’ businesses generally;

(d)       all trade credits, all accounts, all receivables and all other proceeds, income or revenues attributable to the Conveyed Interests and attributable to any period of time prior to the Effective Time;

(e)       all claims and causes of action of Assignors arising under or with respect to any Contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds and all audit rights);

(f)       all claims of Assignors for refunds of, credits attributable to, loss carry forwards with respect to (i) Asset Taxes attributable to any period (or portion thereat) ending prior to the Effective Time, (ii) Income Taxes, or (iii) Taxes attributable to the Excluded Assets;

(g)       all hydrocarbons produced and sold from the Conveyed Interests with respect to all periods prior to the Effective Time;

(h)       all of Assignors’ or any of their affiliates’ proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property;

(k)       all data, information and agreements that cannot be disclosed to Assignee as a result of confidentiality arrangements under agreements with third parties; and 

(I)        all rights and interests of Assignors or any of their affiliates (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising prior to the Effective Time.

It is the intent of Assignors to convey, and, for the same consideration, Assignors do hereby convey all of Assignors’ mineral interests, royalty interests, interests in the mineral leasehold estate of whatever kind or character, and oil, gas and mineral leases pertaining to the Units, subject to the reservation by Assignors of the Excepted Items described above.

Assignors covenant and agree that they will specially warrant and defend title to the Conveyed Interests unto Assignee against each and every person lawfully claiming the whole or any part thereof, by, through, or under Assignors, but not otherwise. Further, this Assignment is made by Assignors with the right of full substitution and subrogation of Assignee in and to all covenants and warranties heretofore given or made by others with respect to the Conveyed Interests. EXCEPT AS PROVIDED IN THIS PARAGRAPH, ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW OR BY THE USE OF THE WORD “GRANT”, “BARGAIN”, “SELL,” “CONVEY”, “ASSIGN,” “DELIVER,” OR OTHER WORDS OF GRANT ARE HEREBY EXPRESSLY WAIVED AND DISCLAIMED BY THE ASSIGNEE.

TO HAVE AND TO HOLD the Conveyed Interests unto Assignee and its successors and assigns, forever, subject, however, to the covenants, terms and conditions set forth below.

As part of the consideration for this Assignment and Bill of Sale, Assignee accepts all responsibility and liability for the following:

(a)       The environmental condition of the Conveyed Interests, including but not limited to, all existing and prospective claims, causes of action, fines, losses, costs and expenses, including but not limited to, costs to clean up or remediate, in accordance with applicable law.

(b)       Assignee shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to the owning, developing, exploring, operating or maintaining of the Conveyed Interests or the producing, transporting and marketing of Hydrocarbons from the Conveyed Interests, relating to periods before, on and after the Effective Time.

(c)       All “Abandonment Obligations” which shall mean (i) the obligation to plug and abandon the Wells; (ii) the removal of structures, facilities, foundations, wellheads, tanks, pipelines, flowlines, pumps, compressors, separators, heater- treaters, valves, fittings and equipment and machinery of any nature and all materials contained therein, located on the tank battery facility site or used in connection with the Conveyed Interests; (iii) the clearance, restoration, and remediation of the well sites on which the Wells are located; (iv) the removal, remediation and abatement of any petroleum material, any contamination or pollution (including without limitation, spilling, leaking, pumping, pouring, emitting, emptying, discharging, leaching, dumping or disposing of any chemical substances, pollutant, contaminant, toxic substance, radioactive material, hazardous substance, naturally occurring radioactive material (“NORM”), waste, saltwater, crude oil, or petroleum product) of the surface (including surface water), air or any vessel, piping, equipment, tubing or subsurface strata associated with the Conveyed Interests, all in accordance with or as required by applicable agreements, implied or express, including without limitation, leases, unit agreements, operating agreements, by law, regulation, order, permit, judgment, or decree.

(d)       All obligations arising under any agreements covering or relating to the Conveyed Interests, and all claims for breach of warranties disclaimed below.

Except as to the special warranty of title in favor of Assignees, the Conveyed Interests are being assigned and conveyed without any other warranty, express, implied or statutory. All tangible personal property included in the Conveyed Interests is assigned and conveyed “AS IS, WHERE IS,” and Assignors MAKE NO, AND DISCLAIM ANY, REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, AS TO (i) MERCHANTABILITY, (ii) FITNESS FOR ANY PARTICULAR PURPOSE, (iii) CONFORMITY TO MODELS OR SAMPLES OF MATERIALS AND (iv) CONDITION. The Parties agree that the preceding disclaimers of warranty are “conspicuous” disclaimers for purposes of any applicable law, rule or order.

The Conveyed Interests are assigned by Assignors and accepted by Assignee subject to the terms and conditions of all leases, assignments, contracts and agreements affecting the Conveyed Interests.

This Assignment and Bill of Sale may be executed by the Parties hereto in any number of counterparts, each of which shall be deemed an original instrument for all purposes and all of which together shall constitute one instrument. The various counterparts may be combined for recording purposes.

This Assignment and Bill of Sale shall be effective as of May 1, 2024, at 12:01 a.m. local time (the “Effective Time”).

SIGNED, SEALED and DELIVERED on this the 29th day of May, 2024.

***ACKNOWLEDGEMENTS ON FOLLOWING PAGE***

STATE OF MISSISSIPPI
COUNTY OF JONES

This day personally appeared before me, the undersigned authority in and for the State of Mississippi at large, the within named William Edwin Wildman, Jr., who is known by me to be Member /Manager of Liberty Operating Company, LLC, a Mississippi limited liability company, and who acknowledged before me that, being knowledgeable as to the terms and provisions of the within and foregoing Assignment and Bill of Sale, he this day executed same, doing so in said capacity for and on behalf of said limited liability company and doing so with full authority.

Witness my signature and seal of office this the 17th day of May, 2024.

My commission expires: 

05-22-27

STATE OF MISSISSIPPI
COUNTY OF JONES

This day personally appeared before me, the undersigned authority in and for the State of Mississippi at large, the within named William R. Downs, who is known by me to be Manager of Barrister Energy, LLC, a Mississippi limited liability company, and who acknowledged before me that, being knowledgeable as to the terms and provisions of the within and foregoing Assignment and Bill of Sale, he this day executed same, doing so in said capacity for and on behalf of said limited liability company and doing so with full authority.

Witness my signature and seal of office this the 29th day of May, 2024.

My commission expires: 

At Death

Exhibit A 

Wells 

The current proration units for these wells are set forth on the following page.

Current Proration Units for Wells

Exhibit B

Equipment and Materials

Liberty Field Equipment and Materials 

St. Patrick Field Equipment and Materials

Exhibit C

Oil, Gas and Mineral Leases and Easements

NOTE: REDACTED NAMES OF GRANTORS/LESSORS ARE PRIVATE INDIVIDUALS AND ARE

AVAILABLE UPON REQUEST TO THE SEC

Note: The recording information set forth above for the leases and easements is for the Chancery Clerk’s office in Amite County, Mississippi.

IT IS THE INTENTION OF SELLER TO INCLUDE IN THIS EXHIBIT C ANY AND ALL LEASES, EASEMENTS AND OTHER AGREEMENTS PERTAINING TO THE CURRENT PRORATION UNITS FOR THE WELLS DESCRIBED IN EXHIBIT A WHETHER OR NOT CORRECTLY DESCRIBED ABOVE IN THIS EXHIBIT C.

(CONT’D)

Exhibit C

Oil, Gas and Mineral Leases and Easements

St. Patrick Field:

Oil, Gas and Mineral Leases recorded in office of Chancery Clerk of Wilkinson Co., Mississippi:

Oil, Gas and Mineral Leases recorded in office of Chancery Clerk of Amite Co., Mississippi:

IT IS THE INTENTION OF SELLER TO INCLUDE IN THIS EXHIBIT C ANY AND ALL LEASES, EASEMENTS AND OTHER AGREEMENTS PERTAINING TO THE CURRENT PRORATION UNITS FOR THE WELLS DESCRIBED IN EXHIBIT A WHETHER OR NOT CORRECTLY DESCRIBED ABOVE IN THIS EXHIBIT C.