Assignment and Bill of Sale by Kingman Operating Company, Inc. in favor of Rockdale Resources Corporation, dated as of March 20, 2012

 

THIS ASSIGNMENT AND BILL OF SALE (“Assignment”) is effective the 20th day of March, 2012 at 12:00 a.m. (the “Effective Time”), by and between Kingman Operating Company, Inc., a Texas corporation with an office at 1202 Richardson Drive, Suite 111, Richardson, Texas 75080 (“Assignor”), and Rockdale Resources Corporation, a Texas corporation with an office at 11044 Research Blvd, Suite A-200, Austin, TX 78759, (“Assignee”).

 

For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee, subject to the terms and reservations hereof, all of Assignor’s right, title and interest in and to the following oil and gas lease:

 

Oil and Gas Lease dated June 20, 2011, recorded in Volume 1150, Page 01 of the Records of Milam County, Texas, from Noack Farms, LLC, as Lessor, to Ardent 1, LLC, as Lessee, on the following described land in Milam County, to wit:  Being 623.29 acres, more or less, out of the James Reese League, A-303, in Milam County, Texas.  Being the same lands described in a Assignment/Deed dated May 4, 2011 between Stacy Ann Smith Wood to Noack Farms, LLC recorded in Volume 1148, page 634 of the Official Records of Milam County, Texas.  Said lands also described in a Special Warranty Deed dated December 29, 2008 recorded in Volume 1091, page 87 of the Official Records of Milam County, Texas,

 

including all operating rights, working interests, and net revenue interests, whether producing or non-producing, all lands covered by such lease and interests, whether or not correctly described above (the above-described lease, lands, rights, and interests together, “Lease”);

 

TOGETHER, with all of Assignor’s right, title and interest in and to the following:

It is the intent of Assignor to convey and this Assignment hereby conveys to Assignee, subject to the reservations and conditions herein contained, all of Assignor’s right, title, and interest, from and after the Effective Time, in and to the Lease, regardless of errors in description, any incorrect or misspelled names or any transcribed or incorrect recording references.

Except as expressly set forth herein, this Assignment is made and executed without any warranty of any kind, including without limitation, warranty of title, either express, implied, statutory, or otherwise, without any express or implied warranty or representation as to the merchantability of any of the equipment or other personal property included in the Lease or its fitness for any particular purpose; provided, however, that Assignor agrees to warrant and defend title to the Lease solely unto Assignee against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Assignor, but not otherwise.

TO HAVE AND TO HOLD the Lease, together with all rights, titles, interests, estates, remedies, powers and privileges thereunto appertaining unto Assignee and Assignee’s successors and assigns forever; subject to the following matters:

Assignor retains liability and shall be responsible for the following (“Retained Liabilities”):

Assignor agrees to pay, defend, indemnify, reimburse and hold harmless Assignee and the Assignee’s directors, officers, agents, Affiliates and employees (“Assignee’s Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of Assignee’s Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of the Retained Liabilities; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF ASSIGNEE, ANY OTHER MEMBERS OF ASSIGNEE’S INDEMNIFIED PARTIES, ASSIGNOR OR ANY OTHER PERSON.

 

In addition to this Assignment, Assignor shall execute, acknowledge, and deliver to Assignee, in a timely manner and without further consideration, any documents or instruments that Assignee may reasonably require, including, without limitation, further assignments or conveyances required by any state or federal authority, deeds and consents to further evidence the assignment and conveyance of the Lease by Assignor to Assignee.

 

Assignee shall, to the extent permitted by law, be subrogated to an undivided portion of Assignor’s rights in and to warranties given with respect and to the extent of the Lease.  Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable and permitted by law, the benefit of and the right to enforce the covenants and warranties assigned herein, if any, which Assignor is entitled to enforce with respect to the Lease.

 

Unless provided otherwise, all recording references in the Exhibits hereto are to the official real property records of the county or counties in which the Lease are located.

 

This Agreement sets forth the entire agreement and understanding among the Parties as to the subject matter hereof and supersedes all previous agreements and discussions among the Parties.

 

This Assignment may be executed in any number of counterparts, and by different parties in separate counterparts, each of which shall be deemed to be an original instrument, but all of which together shall constitute but one instrument.

 

This Assignment shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

IN WITNESS WHEREOF, the undersigned has executed this instrument on the date of the acknowledgment annexed hereto, but effective for all purposes as of the Effective Time.