PURCHASE AND SALE AGREEMENT (of Oil and Gas Properties and Related Assets)
PURCHASE AND SALE AGREEMENT
(of Oil and Gas Properties and Related Assets)
Seller:
Robinhood L.L.C.
P.O. Box 1089
Hobbs, New Mexico 88241
Buyer:
Blugrass Energy Inc.
7609 Ralston Road
Arvada, Colorado 80002
Seller and Buyer, named above, are entering into this Purchase and Sale Agreement (the "Agreement"), as evidence of Seller's agreement to sell, and Buyer's agreement to buy the properties described in and subject to this Agreement.
In consideration of the mutual covenants, conditions and considerations provided below, Buyer and Seller agree as follows:
1.
The Properties. Seller shall assign and convey to Buyer all of Seller's interest in and to the following, all of which are collectively referred to in this Agreement as (the "Properties"):
a.
All of Seller's rights, title and interests (of whatever kind or character, whether legal or equitable, and whether vested or contingent) in and to the oil, gas and other minerals in and under and that may be produced from the lands described in Exhibit "A" including, without limitation, interests in oil, gas and/or mineral leases covering any part of the lands, overriding royalty interests, production payments, and net profits interests in any part of the lands or leases, fee royalty interests, fee mineral interests, and other interests in oil, gas and other minerals in any part of the lands, whether the lands are described in any of the descriptions set out in Exhibit "A" or by reference to another instrument for description, even though the Seller's interests may be incorrectly described in, or omitted from, Exhibit "A";
b.
All right, title, and interests of Seller in all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or communitization agreements, declarations, and/or orders and the properties covered or included in the units (including, without limitation, units formed under orders, rules, regulations, or other official acts of any federal, state or other authority having jurisdiction, voluntary unitization agreements, designations, and/or declarations, and any "working interest units" (created under operating agreements or otherwise) which relate to any of the Properties described in subparagraph a. above;
c.
All rights, title and interests of Seller in all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the Properties described in subparagraphs a. and b. above, or which relate to the exploration, development, operation, or maintenance of the Properties or the treatment, storage, transportation, or marketing of production from or allocated to the Properties; and,
d.
All rights, title and interests of Seller in and to all materials, supplies, machinery, equipment, improvements, and other personal property and fixtures (including, but not limited to the Properties, all wells, wellhead equipment, pumping units, flow lines, tanks, buildings, injection facilities, salt water disposal facilities, compression facilities, gathering systems, and other equipment), all easements, rights-of-way, surface leases, and other surface rights, all permits and licenses, and all other appurtenances, used or held for use in connection with or related to the exploration, development, operation, or maintenance of any of the Properties described in subparagraphs a. and b. above, or the treatment, storage, transportation, or marketing of production from or allocated to the Properties.
2.
Purchase Price. Buyer shall pay to Seller the cash amount of $550,000.00 to be structured in the following manner, subject to the adjustment provided for below:
- Cash Payment of $100,000.00 to be paid on or before October 12, 2009
- Cash Payment of $100,000.00 to be paid on or before November 30, 2009
- Cash Payment of $100,000.00 to be paid on or before December 31, 2009
- Cash Payment of $100,000.00 to be paid on or before January 31, 2010
- Cash Payment of $150,000.00 to be paid on or before February 28, 2010
3.
Closing. The sale and purchase of the Properties (the "Closing") shall be on October 12, 2009 at Seller's offices in Hobbs, New Mexico, or such other place as Buyer and Seller shall mutually agree. At the date of Closing (the "Closing Date"), Seller shall deliver to Buyer executed instruments of conveyance of the Properties in form acceptable to Buyer and Buyer shall deliver to Seller the Purchase Price provided in Section 2.
4.
Conveyance Effective Date. The conveyance by Seller shall be effective as of 7 a.m. local time, where the Properties are located, on October 12, 2009 (the "Effective Date").
4.1
Ownership of Production Following Effective Date. All production from the Properties and all proceeds from the sale of production on and after the Effective Date shall be the property Buyer.
4.2
Operation of the Properties Following Effective Date. Seller agrees and obligates itself to continue usual and customary operation, consistent with past practice, of the Properties for up to thirty (30) days following Closing. Buyer shall reimburse Seller for expenses incurred in Sellers operation of the Properties for the operation interval, not more than thirty (30) days, following the Effective Date. Prior to reimbursement, Seller shall provide an accounting acceptable to Buyer of expenses incurred in the operation of the Properties for the interval, up to thirty (30) days, following the Effective Date. In no event shall Buyer be obligated to reimburse seller for expenses greater than $15,000.00 incurred in the operation of the Properties for the thirty (30) day interval following the Effective Date.
4.3
For so long as Seller operates the Properties following the Effective Date, Seller agrees to maintain liability insurance, report to Buyer any event that may result in an infraction of environmental rules and/or regulations, report to Buyer any event that may result in a loss of production, provide to Buyer daily production, sales and well status reports.
5.
Taxes. Seller shall be responsible for all taxes relating to the Properties prior to the Effective Date. Buyer shall be responsible for all taxes (exclusive of federal, state or local income taxes due by Seller) relating to the Property from and after the Effective Date.
6.
Indemnity. Seller shall indemnify and hold Buyer, its directors, officers, employees, and agents harmless from and against any and all liability, liens, demands, judgments, suits, and claims of any kind or character arising out of, in connection with, or resulting from Seller's ownership of the Properties, for all periods prior to the Effective Date. Seller shall remain responsible for all claims relating to the drilling, operating, production, and sale of hydrocarbons from the Properties and the proper accounting and payment to parties for their interests and any retroactive payments, refunds, or penalties to any party or entity, insofar as any claims relate to periods of time prior to the Effective Date and any periods following the Effective Date in which Seller operates the Properties under paragraph 4.2 above.
Buyer shall indemnify and hold Seller harmless from and against any and all liability, liens, demands, judgments, suits, and claims of any kind or character arising out of, in connection with, or resulting from Buyer's ownership of the Properties, for periods from and after the Effective Date. Buyer shall be responsible for all claims relating to the drilling, operating, production, and sale of hydrocarbons from the Properties and the proper accounting and payment to parties for their interests, and any retroactive payments, refunds, or penalties to any party or entity as such claims relate to periods from and after the Effective Date.
Buyer and Seller shall have the right to participate in the defense of any suit in which one of them may be a party without relieving the other party of the obligation to defend the suit.
7.
Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:
7.1.
Organization. Seller is a limited liability company, validly existing, and in good standing under the laws of the State of New Mexico. Seller is qualified to do business in and is in good standing under the laws of each state in which the Properties are located.
7.2.
Authority and Conflicts. Seller has full power and authority to carry on its business as presently conducted, to enter into this Agreement, and to perform its obligations under this Agreement. The execution and delivery of this Agreement by Seller does not, and the consummation of the transactions contemplated by this Agreement shall not: (a) violate, conflict with, or require the consent of any person (b) conflict with, result in a breach of, constitute a default (or an event that with the lapse of time or notice or both would constitute a default) or require any consent, authorization, or approval under any agreement or instrument to which Seller is a party or to which any of the Properties or Seller is bound; (c) violate any provision of or require any consent, authorization, or approval under any judgment, decree, judicial or administrative order, award, writ, injunction, statute, rule, or regulation applicable to Seller; or, (d) result in the creation of any lien, charge, or encumbrance on any of the Properties.
7.3.
Authorization. The execution and delivery of this Agreement has been, and the performance of this Agreement and the transactions contemplated by this Agreement shall be at the time required to be performed, duly and validly authorized by all requisite action on the part of Seller.
7.4.
Enforceability. This Agreement has been duly executed and delivered on behalf of Seller and constitutes the legal and binding obligation of Seller enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, reorganization, or moratorium statues, equitable principles, or other similar laws affecting the rights of creditors generally ("Equitable Limitations"). At Closing, all documents and instruments required to be executed and delivered by Seller shall be duly executed and delivered and shall constitute legal, valid, enforceable, and binding obligations of Seller, except as enforceability may be limited by Equitable Limitations.
7.5
Title.
7.5.1. Seller has Marketable title to the Property. For the purposes of this Agreement, "Marketable Title" means such title will enable Buyer, as Seller's successor in title, to receive from each of the Properties at least the "Net Revenue Interest" for the Wells identified on Exhibit "A" associated with each of the Properties, without reduction, suspension, or termination throughout the productive life of the Wells, except for any reduction, suspension, or termination: (a) caused by Buyer, any of its affiliates successors in title or assigns; (b) caused by orders of the appropriate regulatory agency having jurisdiction over a Property that are promulgated after the Effective Date and that concern pooling, unitization, communitization, or spacing matters affecting a Property; (c) caused by any Contract containing a sliding-scale royalty clause or other similar clause with respect to a production burden associated with a particular Property; or, (d) otherwise set out in Exhibit "A." "Marketable Title" also means title as will obligate Buyer, as Seller's successor in title, to bear no greater "Working Interest" than the Working Interest for each of the Wells identified on Exhibit "A" as being associated with each of the Properties, without increase throughout the productive life of the Wells, except for any increase: (a) caused by Buyer, any of its affiliates, successors in title or assigns; (b) that also results in the Net Revenue Interest associated with the Well being proportionately increased; (c) caused by contribution requirements provided for in any valid and existing Operating Agreement; (d) caused by orders of the appropriate regulatory agency having jurisdiction over a Property that are promulgated after the Effective Date and that concern pooling, unitization, communitization, or spacing matters affecting a particular Property; o r, (e) otherwise set forth in Exhibit "A." "Marketable Title" means the Properties are free and clear of all encumbrances, liens, claims, easements, rights, agreements, instruments, obligations, burdens, or defects (collectively the "Liens"), except for Permitted Encumbrances.
7.5.2 For the purposes of this Agreement, "Permitted Encumbrances" means: (a) liens for taxes not yet delinquent; (b) lessor's royalties, overriding royalties, reversionary interests, and similar burdens that do not operate to reduce the Net Revenue Interest of Seller in any of the Properties to less than the amount set forth on Exhibit "A"; (c) the consents and rights described in Exhibit "A" insofar as such contracts and agreements do not operate to increase the Working Interest of Seller or decrease the Net Revenue Interest of Seller, as set forth on Exhibit "A," for any of the Properties.
7.5.3 Seller has good and defensible title, subject to the Permitted Encumbrances, to all of the Properties.
7.5.4 Seller warrants all rights, title and interest and further warrants that no Quit Claims or “Blanket Conveyances” have been executed by the Seller which cover, or could be construed to cover the Properties. Buyer shall have a period of twelve (12) consecutive months from the Effective Date for full recourse of the purchase price, as well as any funds deployed for capital expenditures, should a discrepancy of ownership arise.
7.5.5 Seller warrants that all Oil and Gas Leases subject to this Agreement are in full force and effect, are valid and subsisting and cover the entire estates they purport to cover.
7.6.
Contracts. Buyer agrees and warrants that all contracts and agreements pertaining to the operation of the Property and purchase or sale of oil and gas produced from the property, including, but not limited to, exploration, development, operation, or maintenance of the Properties or the treatment, storage, transportation, or marketing of production from or allocated to the Properties, shall be transferred to Seller and remain in full force and effect upon the Effective Date.
7.7
Litigation and Claims. No claim, demand, filing, cause of action, administrative proceeding, lawsuit, or other litigation is pending, or to the best knowledge of Seller, threatened, that could now or later adversely affect the ownership or operation of any of the Properties, other than proceedings relating to the industry generally and to which Seller is not a named party. No written or oral notice from any governmental agency or any other person has been received by Seller: (a) claiming any violation or repudiation of all or any part of the Properties or any violation of any law or any environmental, conservation or other ordinance, code, rule or regulation; or, (b) require or calling attention to the need for any work, repairs, construction, alterations, or installations on or in connection with the Properties, with which Seller has not complied. Seller agrees to indemnify, defend and protect Buy er should any violation of any law or any environmental, conservation or other ordinance, code, rule or regulation be alleged to have occurred on the Properties at any time prior to six (6) months following the Effective Date.
7.8.
Approvals and Preferential Rights. Seller warrants that it has obtained all approvals required to be obtained by Seller for the assignment of the Properties to Buyer and all preferential purchase rights that affect the Properties.
7.9.
Compliance with Law and Permits. The Properties have been operated in compliance with the provision and requirements of the applicable oil and gas leases, and all laws, orders, regulations, rules, and ordinances issued or promulgated by all governmental authorities having jurisdiction with respect to the Properties. All necessary governmental certificates, consents, permits, licenses, or other authorizations with regard to the ownership or operation of the Properties have been obtained and no violations exist or have been recorded in respect of such licenses, permits or authorizations.
None of the documents and materials filed with or furnished to any governmental authority with respect to the Properties contains any untrue statement of a material fact or omits any statement of a material fact necessary to make the statement not misleading.
7.10. Status of Contracts. All of the Contracts and other obligations of Seller relating to the Properties are in full force and effect. Seller and to the knowledge of Seller, any other party to the Contracts is in breach of or default, or with the lapse of time or the giving of notice, or both, would be in breach or default, with respect to any of its obligations to the extent that any breaches or defaults have an adverse impact on any of the Properties; has given or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind, or procure a judicial reformation of any Contract; and, Seller does not anticipate any other party to a Contract will be in breach of or default under or repudiate any of its obligations to the extent such breach or default will have an adverse impact on any of the Properties.
7.11. Production Burdens, Taxes, Expenses and Revenues. All rentals, royalties, excess royalty, overriding royalty interests, and other payments due under or with respect to the Properties have been properly and timely paid. All ad valorem, property, production, severance, and other taxes based on or measured by the ownership of the Properties or the production from the Properties have been properly and timely paid. All expenses payable under the terms of any contracts to which the Seller is obligated have been properly and timely paid except for expenses currently paid, prior to delinquency, in the ordinary course of business. All proceeds from the sale of production are being properly and timely paid to Seller by the purchasers of production, without suspense.
7.12. Pricing. The prices being received for production do not violate any contract, law or regulation. Where applicable, all of the wells and production from the wells have been properly classified under appropriate governmental regulations.
7.13. Production Balances. No purchasers under any production sales contracts are entitled to "makeup" or otherwise receive deliveries of oil or gas at any time after the Effective Date without paying, at such time, the full contract price for oil or gas. No person is entitled to receive any portion of the interest of Seller in any oil or gas, or to receive cash or other payments to "balance" any disproportionate allocation of oil or gas under any operating agreement, gas balancing and storage agreement, gas processing or dehydration agreement, or other similar agreements.
7.14. Adverse Changes. Since September 20, 2009 the Properties, viewed as a whole, have not experienced any material reduction in the rate of production, other than changes in the ordinary course of operations, changes that result from depletion in the ordinary course of operations, and changes that result from variances in markets for oil and gas production. None of the Properties have suffered any material destruction, damage or loss.
7.15. Well Status. There are no Wells located on the Properties that: (a) Seller is currently obligated by law, rule, regulation, agreement, order or contract to plug and abandon; (b) Seller will be obligated by law, rule, regulation, agreement, order or contract to plug or abandon with the lapse of time or notice or both because the Well is not currently capable of producing in commercial quantities;
(c) are subject to exceptions to a requirement to plug and abandon issued by a regulatory authority having jurisdiction over the Properties; or, (d) to the best knowledge of Seller, have been plugged and abandoned but have not been plugged in accordance with all applicable requirements of each regulatory authority having jurisdiction over the Properties.
7.16 Future Plugging Obligation of Seller. Any Well located on the Property ordered to be plugged and abandoned by law, rule, regulation, agreement, order or contract within six (6) months of the Effective Date of this Agreement shall be properly plugged by Seller at Seller’s sole cost and expense. Any wells plugged by Seller following the Effective date of this Agreement will be properly plugged in accordance with all applicable requirements of each regulatory authority having jurisdiction over the Properties.
7.17. Equipment. The equipment constituting a part of the Properties is in good repair, working order, and operating condition, and is adequate for the operation of the Properties.
7.18. Current Commitments. Seller represents that there are no (a) authorities for expenditure ("AFEs") and other oral or written commitments to drill or rework wells on the Properties or for capital expenditures pursuant to any contracts, that have been proposed by any person on or after the Effective Date, whether or not accepted by Seller or any other person; and, (b) all AFEs and oral or written commitments to drill or rework wells or for other capital expenditures pursuant to any contracts, for which all of the activities anticipated in AFEs or commitments have not been completed by the date of this Agreement.
7.19. Accuracy of Representation. No representation or warranty by Seller in this Agreement or any agreement or document delivered by Seller pursuant to this Agreement contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in any representation or warranty, in light of the circumstances under which it was made, not misleading. There is no fact known to Seller that materially and adversely affects, or may materially and adversely affect the operation, prospects or condition of any portion of the Properties that has not been identified in this Agreement.
7.20 Environmental Conditions. Seller warrants that there are no environmental conditions or circumstances, including, without limitation, the presence or release of any hazardous substance, on any property presently or previously owned by Seller, or on any property to which hazardous substances or waste generated by the operations of Seller or by the use of the assets of Seller were disposed of, which would result in a material adverse change in the business or business prospects of Seller. The term “hazardous substances” means any chemicals, materials, wastes or substances that are defined, regulated, determined or identified as toxic or hazardous in any Applicable Environmental Laws, including, but not limited to, substances defined as “hazardous substances”, “hazardous materials”, or “hazardous waste” in CERCLA, RCRA, HMTA, or comparable state and local statues or in the r egulations adopted and promulgated pursuant to said statutes.
7.21 Current Debt Held by Seller. Any and all long-term debt of the Seller unrelated to the Properties will be the responsibility of the Seller, including but not limited to loans to shareholders and/or excessive accrued vacation or personal leave. Sellers Bank lines of credit shall reflect a zero balance prior to Closing.
8.
Representations by Buyer. Buyer represents to Seller that the following statements are true and correct:
a.
Organization. Buyer is a Nevada corporation duly organized, in good standing, and qualified to carry on its business in each state in which the Properties are located, and has the power and authority to carry on its business as presently conducted, to own and hold the Properties, and to perform all obligations required by this Agreement.
b.
Authority. Pursuant to its bylaws and certificate of incorporation, Buyer has the power and authority to acquire, own, and hold the Properties and to perform the obligations required by this Agreement.
9.
Title and Other Examinations and Curative.
a. Prior to the expiration of twelve (12) months following the Effective Date, Buyer shall examine title to the Properties at its own expense. However, Seller shall make available to Buyer all of Seller's title opinions, certificates of title, abstracts of title, title data, records and files relating to the Properties (including without limitation all well files and well logs) and information relating to the Properties as soon as possible after the execution of this Agreement. Seller will, at Seller's expense, use Seller's best efforts to promptly cure all title defects discovered by Buyer and obtain all consents and waivers of preferential or other rights to purchase from third parties and governmental authorities as in the opinion of Buyer may be desirable or necessary to the conveyance, assignment, and transfer to Buyer of the Properties. In the event title to the Properties is not satisfactory , or if the Properties are otherwise not as represented, Buyer may, at its option, within twelve (12) months following the Effective Date, either terminate this Agreement for full recourse of Purchase Price, or reduce the Purchase Price by an amount agreeable to both parties. Seller shall promptly furnish Buyer a copy of all gas contracts, gas transportation and treating agreements, operating agreements and all amendments to each, and provide a schedule showing the status of any gas balancing, take or pay, or other similar arrangements.
b.
If Buyer's review and appraisal of the data, contracts and agreements reflects such data, contracts, or agreements are materially different, and that such difference results in a material difference in the value of the Properties, from those assumed by Buyer at the time of its September 20, 2009 offer, Buyer shall have the option to either terminate this Agreement without penalty or request renegotiations of the Purchase Price to reflect the adverse changes. Except for title matters, Buyer must exercise this option, if applicable, on or before twelve (12) months following the Effective Date, or any material differences shall be deemed waived, but without prejudice to Buyer's other rights under this Agreement.
10.
Conditions. The consummation of the sale and purchase contemplated by this Agreement will be subject to the following conditions:
a.
The representations and warranties by Seller set forth in Section 7 shall be true and correct in all material respects as of the date when made and as of the Closing.
b.
There shall have been no material adverse change in the condition of the Properties except depletion through normal production within authorized allowables and rates of production, depreciation of equipment through ordinary wear and tear, and other transactions permitted under this Agreement or approved in writing by Buyer between the date of this Agreement and Closing.
c.
All consents, approvals and authorizations of assignments, and waivers of preferential rights to purchase required by Buyer shall have been submitted to and approved by Buyer.
d.
Seller and Buyer understand and agree that if: (1) title to the Properties is not satisfactory to Buyer; (2) Seller's actual interests in the Properties is different than as represented by Seller and the difference causes a diminution in Seller's net revenue interest; (3) contracts, claims or litigation to which Buyer takes exception are material; or, (4) Seller fails to comply with any of the conditions set forth in this Agreement; Buyer may, at its option, either terminate this Agreement within twelve (12) months following the date of closing for full recourse of Purchase Price, or reduce the Purchase Price by an amount agreeable to both parties. However, any reduction in Seller's net revenue interests below that which is represented in Exhibit "A" shall result in an automatic reduction in the Purchase Price commensurate with the reduction in such net revenue interest.
e.
The parties shall have performed or complied with all agreements and covenants required by this Agreement of which performance or compliance is required prior to or at Closing.
f.
All legal matters in connection with and the consummation of the transactions contemplated by this Agreement shall be approved by counsel for Buyer and there shall have been furnished by Seller such records and information as Buyer's counsel may reasonably request for that purpose.
g.
Notwithstanding anything to the contrary in this Agreement, at Buyer's option, Buyer shall have the unilateral right to terminate this Agreement for full recourse of Purchase Price not later than twelve (12) months following the Effective Date if Buyer determines it does not have the rights to obtain and maintain the rights to be Operator of the Properties pursuant to existing Operating Agreements at Closing. Operations shall be transferred from Seller to Buyer at Closing.
h.
Any Employment and Non-Competition Agreements requested by Buyer have been fully executed by Seller and/or Seller’s employees.
11.
Transfer, Documentary Taxes, and Commission, Brokerage Fees. Seller shall pay and bear all documentary or transfer taxes resulting from this transaction. No commission or brokerage fees will be paid by Buyer in connection with this transaction. Seller will indemnify and hold Buyer harmless from any claims of brokers or finders acting, or claiming to be have acted, on behalf of Seller.
12.
Further Assurances, Intent. It is Seller's intent to convey to Buyer all of Seller's interests, legal, beneficial, or equitable in the Properties. Seller agrees to execute and deliver to Buyer all instruments, conveyances, and other documents and to do such other acts not inconsistent with this Agreement as may be necessary or advisable to carry out Seller's intent.
13.
Notices. All notices and communications required or permitted under this Agreement shall be in writing, delivered to or sent by U.S. Mail or Express Delivery, postage prepaid, or by prepaid telegram, or facsimile addressed as follows:
Seller: Robinhood L.L.C., P.O. Box 1089, Hobbs, New Mexico 88241
Buyer: Blugrass Energy Inc., 7609 Ralston Road Arvada, Colorado 80002
14.
Parties in Interest. This Agreement shall inure to the benefit of and be binding upon Seller and Buyer and their respective successors and assigns. However, no assignment by any party shall relieve any party of any duties or obligations under this Agreement.
15.
Complete Agreement. This Agreement constitutes the complete agreement between the parties regarding the purchase and sale of the Properties. Where applicable, all of the terms of this Agreement shall survive the Closing.
16.
Survival. All representatives and warranties in this Agreement shall be deemed conditions to the Closing. All other terms of this Agreement shall survive the Closing, including, but not limited to, the indemnification and hold harmless provisions contained in Section 6.
17.
Termination. Should either party terminate this Agreement pursuant to a right granted in this Agreement to do so, the termination shall be without liability to the other party, and the nonterminating party shall have no liability to the terminating party.
18.
This Purchase and Sale Agreement may be executed in multiple counterparts.
Seller:
Robinhood L.L.C.
By: ___/s/ Mickey Welborne_____
Mickey Welborn
, Co-Owner
Date: October 12, 2009
By: __/s/ Quinton Welborn ___
Quinton Welborn, Co-Owner
Date: October 12, 2009
Buyer:
Blugrass Energy Inc.
By: ____/s/ Ken Berscht,
Ken Berscht, President
Date: October 12, 2009
EXHIBIT "A"
TO
PURCHASE AND SALE AGREEMENT
It is the express intent of Seller to convey to Buyer all of Seller’s right, title and interest in and to the Properties, as defined in Paragraph 1. of the Purchase and Sale Agreement, including but not limited to the described lands (A-1), working and net revenue interests (A-2), and wells (A-3).
Exhibit “A-1”
All of Seller’s interest in Properties, defined in the Purchase and Sale Agreement, located in Eddy County, New Mexico, including but not limited to the following lands:
Section 33, Township 16 South, Range 29 East;
Section 3, Township 17 South, Range 29 East;
Section 4, Township 17 South, Range 29 East;
Section 5, Township 17 South, Range 29 East;
Section 7, Township 17 South, Range 29 East;
Section 8, Township 17 South, Range 29 East; and,
Section 9, Township 17 South, Range 29 East.
Exhibit “A-2”
Schedule of Working Interests and Net Revenue Interests:
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PROPERTIES OF SELLER: ROBINHOOD L.L.C. | |||||
SCHEDULE OF SELLER'S WORKING & NET REVENUE INTERESTS | |||||
IN THE CAVE POOL UNIT and ASSOCIATED LEASES | |||||
OPERATED AS: 14070 MARKS AND GARNER PRODUCTION LTD CO | |||||
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Lease | Location | Working | Net Revenue Interest | ||
Name | County | Sec-Twp-Rnge | Interest | Oil | Gas |
CAVE POOL UNIT | Eddy | 04-17S-29E | 100.000% | 57.000% | 57.000% |
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| 05-17S-29E | ORRI | 10.000% | 10.000% |
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| 08-17S-29E |
| 67.000% | 67.000% |
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| 33-16S-29E |
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CAVE STATE | Eddy | 04-17S-29E | 100.000% | N/A | 70.000% |
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| 05-17S-29E |
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DIAMOND STATE | Eddy | 04-17S-29E | 100.000% | 70.000% | 82.500% |
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HODGES FEDERAL | Eddy | 05-17S-29E |
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LEVERS | Eddy | 33-16S-29E | 100.000% | N/A | 68.500% |
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LEVERS FEDERAL | Eddy | 33-16S-29E | 100.000% | 70.000% | 70.000% |
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RED STATE | Eddy | 04-17S-29E | 100.000% | 75.500% | 75.500% |
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RED TWELVE FEDERAL | Eddy | 33-16S-29E | 100.000% | 65.000% | 75.000% |
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RED TWELVE LEVERS FEDERAL | Eddy | 33-16S-29E |
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RED TWELVE STATE |
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Red Twelve State #001 | Eddy | N-04-17S-29E | 100.000% | N/A | 70.000% |
Red Twelve State #002 | Eddy | H-04-17S-29E | 100.000% | N/A | 63.000% |
Red Twelve State #003 | Eddy | I-05-17S-29E | 100.000% | N/A | 63.000% |
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STATE | Eddy | 04-17S-29E | 100.000% | 70.000% | 70.000% |
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Average NRI for Leases = 73% |
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Exhibit “A-3”
Schedule of Wells:
WELL LIST OF SELLER: ROBINHOOD L.L.C. | |||||||||||||||||||
OPERATED AS: 14070 MARKS AND GARNER PRODUCTION LTD CO | |||||||||||||||||||
Source: NM OCD - October 11, 2009 | |||||||||||||||||||
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| Property | Lease | Well | LOCATION |
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| API | Well | OCD Pool | Last |
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| No. | Name | Name | County | UL | - | Sec | - | Twp | - | Rnge | No. | Type | No. | Zones | Prod/Inj |
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1 | 16230 | CAVE POOL UNIT | CAVE POOL UNIT #001 | Eddy | O | - | 33 | - | 16S | - | 29E | 30-015-02784 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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2 |
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| CAVE POOL UNIT #010 | Eddy | G | - | 5 | - | 17S | - | 29E | 30-015-00993 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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3 |
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| CAVE POOL UNIT #012 | Eddy | E | - | 4 | - | 17S | - | 29E | 30-015-02880 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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4 |
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| CAVE POOL UNIT #019 | Eddy | K | - | 4 | - | 17S | - | 29E | 30-015-02886 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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5 |
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| CAVE POOL UNIT #023 | Eddy | K | - | 5 | - | 17S | - | 29E | 30-015-02902 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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6 |
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| CAVE POOL UNIT #026 | Eddy | O | - | 5 | - | 17S | - | 29E | 30-015-02904 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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7 |
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| CAVE POOL UNIT #027 | Eddy | P | - | 5 | - | 17S | - | 29E | 30-015-02897 | P&A |
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| Nov-05 |
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8 |
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| CAVE POOL UNIT #028 | Eddy | M | - | 4 | - | 17S | - | 29E | 30-015-02887 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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9 |
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| CAVE POOL UNIT #030 | Eddy | O | - | 4 | - | 17S | - | 29E | 30-015-02891 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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10 |
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| CAVE POOL UNIT #035 | Eddy | A | - | 8 | - | 17S | - | 29E | 30-015-02914 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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11 |
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| CAVE POOL UNIT #036 | Eddy | B | - | 8 | - | 17S | - | 29E | 30-015-02915 | P&A |
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| Nov-05 |
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12 |
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| CAVE POOL UNIT #041 | Eddy | E | - | 8 | - | 17S | - | 29E | 30-015-02926 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Aug-07 |
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13 |
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| CAVE POOL UNIT #051 | Eddy | L | - | 5 | - | 17S | - | 29E | 30-015-02903 | I | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Aug-07 |
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14 |
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| CAVE POOL UNIT #052 | Eddy | M | - | 5 | - | 17S | - | 29E | 30-015-02909 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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15 |
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| CAVE POOL UNIT #059 | Eddy | J | - | 5 | - | 17S | - | 29E | 30-015-24723 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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16 |
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| CAVE POOL UNIT #062 | Eddy | P | - | 5 | - | 17S | - | 29E | 30-015-24761 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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17 | 16248 | CAVE STATE | CAVE STATE #001 | Eddy | D | - | 4 | - | 17S | - | 29E | 30-015-24672 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jul-08 |
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18 |
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| CAVE STATE #002 | Eddy | H | - | 5 | - | 17S | - | 29E | 30-015-24714 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jul-08 |
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19 |
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| CAVE STATE #003 | Eddy | E | - | 4 | - | 17S | - | 29E | 30-015-24743 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jul-08 |
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20 |
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| CAVE STATE #004 | Eddy | F | - | 4 | - | 17S | - | 29E | 30-015-24742 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jul-08 |
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21 |
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| CAVE STATE #005 | Eddy | C | - | 4 | - | 17S | - | 29E | 30-015-24741 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jul-08 |
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22 | 16249 | DIAMOND STATE | DIAMOND STATE #001 | Eddy | O | - | 4 | - | 17S | - | 29E | 30-015-24759 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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23 |
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| DIAMOND STATE #002 | Eddy | M | - | 4 | - | 17S | - | 29E | 30-015-24760 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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24 | 16253 | HODGES FEDERAL | HODGES FEDERAL #002 | Eddy | A | - | 5 | - | 17S | - | 29E | 30-015-02898 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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25 | 16255 | LEVERS | LEVERS #003Y | Eddy | N | - | 33 | - | 16S | - | 29E | 30-015-02787 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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26 |
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| LEVERS #005 | Eddy | M | - | 33 | - | 16S | - | 29E | 30-015-22443 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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27 |
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| LEVERS #006 | Eddy | L | - | 33 | - | 16S | - | 29E | 30-015-23032 | G | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jul-08 |
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28 | 16254 | LEVERS FEDERAL | LEVERS FEDERAL #007 | Eddy | J | - | 33 | - | 16S | - | 29E | 30-015-25091 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jul-08 |
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29 | 16250 | RED STATE | RED STATE #001 | Eddy | B | - | 4 | - | 17S | - | 29E | 30-015-24855 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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30 |
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| RED STATE #002 | Eddy | G | - | 4 | - | 17S | - | 29E | 30-015-24896 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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31 | 16219 | RED TWELVE FEDERAL | RED TWELVE FEDERAL #001 | Eddy | O | - | 33 | - | 16S | - | 29E | 30-015-25058 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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32 |
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| RED TWELVE FEDERAL #002 | Eddy | P | - | 33 | - | 16S | - | 29E | 30-015-25059 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jul-08 |
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33 | 16268 | RED TWELVE LEVERS FEDERAL | RED TWELVE LEVERS FED #008Q | Eddy | I | - | 33 | - | 16S | - | 29E | 30-015-25090 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jun-05 |
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34 |
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| RED TWELVE LEVERS FED #012 | Eddy | D | - | 33 | - | 16S | - | 29E | 30-015-25152 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Nov-04 |
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35 | 16256 | RED TWELVE STATE | RED TWELVE STATE #001 | Eddy | N | - | 4 | - | 17S | - | 29E | 30-015-24962 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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36 |
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| RED TWELVE STATE #002 | Eddy | H | - | 4 | - | 17S | - | 29E | 30-015-24966 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Sep-07 |
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37 |
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| RED TWELVE STATE #003 | Eddy | I | - | 5 | - | 17S | - | 29E | 30-015-24989 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | Jul-08 |
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38 |
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| RED TWELVE STATE #004 | Eddy | O | - | 5 | - | 17S | - | 29E | 30-015-24991 | S | 96121 | SWD;SAN ANDRES | Apr-09 |
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39 |
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| RED TWELVE STATE #006 | Eddy | K | - | 5 | - | 17S | - | 29E | 30-015-25055 | O |
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| Aug-01 |
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40 | 16251 | STATE | STATE #001 | Eddy | D | - | 4 | - | 17S | - | 29E | 30-015-02888 | O |
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| May-01 |
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41 |
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| STATE #002 | Eddy | C | - | 4 | - | 17S | - | 29E | 30-015-02889 | O | 28509 | GRAYBURG JACKSON;SR-Q-G-SA | May-09 |
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ASSIGNMENT AND BILL OF SALE
(Of all Assignor's Interest in Multiple Producing Leases)
State:
New Mexico
County:
Eddy
Assignor:
Robinhood L.L.C., P.O. Box 1089, Hobbs, New Mexico 88241
Assignee:
Blugrass Energy Inc., 7609 Ralston Road Arvada, Colorado 80002
Effective Date: October 12, 2009
For adequate consideration, Assignor, named above, assigns, sells and conveys to Assignee, named above, all of Assignor's rights, title, and interests in the Oil and Gas Leases (the "Leases") and lands (the "Lands") described in Exhibit "A" to this Assignment, together with all of Assignor's rights, title, and interests in all wells located on the Lands. Exhibit "A" is incorporated into this Assignment for all purposes. It is the Assignor's intent to assign Assignee all of Assignor's interests in the Leases and Lands, whether or not such interests, Leases, and Lands are accurately described in Exhibit "A," including all of Assignor's rights and interests in the following, all of which are referred to in this Assignment collectively as the "Properties":
1.
Assignor's leasehold interests in oil, gas, and other minerals, including working interests, carried working interests, net profits interests, rights of assignment and reassignment, and all other rights and interests in the Leases.
2.
All fee interests in oil, gas, and other minerals, including rights under mineral deeds, conveyances, options, and assignments.
3.
All royalty interests, overriding royalty interests, production payments, rights to take royalties in kind, and all other interests in and/or payable out of production of oil, gas, and other minerals.
4.
All rights and interests in or derived from unit agreements, orders and decisions of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery agreements, waterflood agreements, farmout and farmin agreements, options, drilling agreements, unitization, pooling and communitization agreements, oil and/or gas sales agreements, processing agreements, gas gathering and transmission agreements, gas balancing agreements, salt water disposal and injection agreements, assignments of operating rights, subleases, and any and all other agreements to the extent they pertain to the Leases, Lands, and the wells located on the Leases.
5.
All rights of way, easements, surface fees, surface leases, servitudes and franchises insofar as they pertain to the Leases and the wells located on the Leases.
6.
All permits and licenses of any nature, owned, held, or operated by Assignor in connection with the Leases, Lands and the wells located on the Leases.
7.
All producing, nonproducing, and shut-in oil and gas wells, salt water disposal wells, water wells, injection wells, and all other wells on or attributable to the Leases, whether or not identified in the Exhibit to this Assignment.
8.
All pumping units, pumps, casing, rods, tubing, wellhead equipment, separators, heater treaters, tanks, pipelines, gathering lines, flow lines, valves, fittings and all other surface and downhole equipment, fixtures, related inventory, gathering and treating facilities, personal property and equipment used in connection with the Leases and the wells located on the Leases and all other interests described above.
This Assignment is made by Assignor and accepted by Assignee with warranty of title by, through, and under Assignor and not otherwise. It shall be deemed effective, for all purposes, as of the Effective Date stated above.
Assignor: Robinhood L.L.C.
By: _____/s/ Mickey Welborn ______
Mickey Welborn, Co-Owner
Date: October 12, 2009
By: ___ /s/Quinton Welborn _____
Quinton Welborn, Co-Owner
Date: October 12, 2009
STATE OF NEW MEXICO
§
COUNTY OF EDDY
§
The foregoing instrument was acknowledged before me this ___12____ day of October, 2009 by MICKEY WELBORN, CO-OWNER, and QUINTON WELBORN, CO-OWNER, in their respective official capacities, on behalf of ROBINHOOD L.L.C., a Limited Liability Company.
___________Debra Y. Ray____________
Notary Public in and for the State of ____New Mexico___
Printed Name: ____ Debra Y. Ray
Commission Expires: ____July 27, 2013___
EXHIBIT "A"
TO
ASSIGNMENT AND BILL OF SALE
Lands:
All of Seller’s interest in lands located in Eddy County, New Mexico, including but not limited to the following lands:
Section 33, Township 16 South, Range 29 East;
Section 3, Township 17 South, Range 29 East;
Section 4, Township 17 South, Range 29 East;
Section 5, Township 17 South, Range 29 East;
Section 7, Township 17 South, Range 29 East;
Section 8, Township 17 South, Range 29 East; and,
Section 9, Township 17 South, Range 29 East.
Leases:
| Property | Lease | Well | LOCATION |
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| No. | Name | Name | County | UL | - | Sec | - | Twp | - | Rnge |
1 | 16230 | CAVE POOL UNIT | CAVE POOL UNIT #001 | Eddy | O | - | 33 | - | 16S | - | 29E |
2 |
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| CAVE POOL UNIT #010 | Eddy | G | - | 5 | - | 17S | - | 29E |
3 |
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| CAVE POOL UNIT #012 | Eddy | E | - | 4 | - | 17S | - | 29E |
4 |
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| CAVE POOL UNIT #019 | Eddy | K | - | 4 | - | 17S | - | 29E |
5 |
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| CAVE POOL UNIT #023 | Eddy | K | - | 5 | - | 17S | - | 29E |
6 |
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| CAVE POOL UNIT #026 | Eddy | O | - | 5 | - | 17S | - | 29E |
7 |
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| CAVE POOL UNIT #027 | Eddy | P | - | 5 | - | 17S | - | 29E |
8 |
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| CAVE POOL UNIT #028 | Eddy | M | - | 4 | - | 17S | - | 29E |
9 |
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| CAVE POOL UNIT #030 | Eddy | O | - | 4 | - | 17S | - | 29E |
10 |
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| CAVE POOL UNIT #035 | Eddy | A | - | 8 | - | 17S | - | 29E |
11 |
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| CAVE POOL UNIT #036 | Eddy | B | - | 8 | - | 17S | - | 29E |
12 |
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| CAVE POOL UNIT #041 | Eddy | E | - | 8 | - | 17S | - | 29E |
13 |
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| CAVE POOL UNIT #051 | Eddy | L | - | 5 | - | 17S | - | 29E |
14 |
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| CAVE POOL UNIT #052 | Eddy | M | - | 5 | - | 17S | - | 29E |
15 |
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| CAVE POOL UNIT #059 | Eddy | J | - | 5 | - | 17S | - | 29E |
16 |
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| CAVE POOL UNIT #062 | Eddy | P | - | 5 | - | 17S | - | 29E |
17 | 16248 | CAVE STATE | CAVE STATE #001 | Eddy | D | - | 4 | - | 17S | - | 29E |
18 |
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| CAVE STATE #002 | Eddy | H | - | 5 | - | 17S | - | 29E |
19 |
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| CAVE STATE #003 | Eddy | E | - | 4 | - | 17S | - | 29E |
20 |
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| CAVE STATE #004 | Eddy | F | - | 4 | - | 17S | - | 29E |
21 |
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| CAVE STATE #005 | Eddy | C | - | 4 | - | 17S | - | 29E |
22 | 16249 | DIAMOND STATE | DIAMOND STATE #001 | Eddy | O | - | 4 | - | 17S | - | 29E |
23 |
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| DIAMOND STATE #002 | Eddy | M | - | 4 | - | 17S | - | 29E |
24 | 16253 | HODGES FEDERAL | HODGES FEDERAL #002 | Eddy | A | - | 5 | - | 17S | - | 29E |
25 | 16255 | LEVERS | LEVERS #003Y | Eddy | N | - | 33 | - | 16S | - | 29E |
26 |
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| LEVERS #005 | Eddy | M | - | 33 | - | 16S | - | 29E |
27 |
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| LEVERS #006 | Eddy | L | - | 33 | - | 16S | - | 29E |
28 | 16254 | LEVERS FEDERAL | LEVERS FEDERAL #007 | Eddy | J | - | 33 | - | 16S | - | 29E |
29 | 16250 | RED STATE | RED STATE #001 | Eddy | B | - | 4 | - | 17S | - | 29E |
30 |
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| RED STATE #002 | Eddy | G | - | 4 | - | 17S | - | 29E |
31 | 16219 | RED TWELVE FEDERAL | RED TWELVE FEDERAL #001 | Eddy | O | - | 33 | - | 16S | - | 29E |
32 |
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| RED TWELVE FEDERAL #002 | Eddy | P | - | 33 | - | 16S | - | 29E |
33 | 16268 | RED TWELVE LEVERS FEDERAL | RED TWELVE LEVERS FED #008Q | Eddy | I | - | 33 | - | 16S | - | 29E |
34 |
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| RED TWELVE LEVERS FED #012 | Eddy | D | - | 33 | - | 16S | - | 29E |
35 | 16256 | RED TWELVE STATE | RED TWELVE STATE #001 | Eddy | N | - | 4 | - | 17S | - | 29E |
36 |
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| RED TWELVE STATE #002 | Eddy | H | - | 4 | - | 17S | - | 29E |
37 |
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| RED TWELVE STATE #003 | Eddy | I | - | 5 | - | 17S | - | 29E |
38 |
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| RED TWELVE STATE #004 | Eddy | O | - | 5 | - | 17S | - | 29E |
39 |
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| RED TWELVE STATE #006 | Eddy | K | - | 5 | - | 17S | - | 29E |
40 | 16251 | STATE | STATE #001 | Eddy | D | - | 4 | - | 17S | - | 29E |
41 |
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| STATE #002 | Eddy | C | - | 4 | - | 17S | - | 29E |
