UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
August 17, 2018
 
AMAZING ENERGY OIL AND GAS, CO.
(Exact name of registrant as specified in its charter)
 
NEVADA
(State or other jurisdiction of incorporation)
000-52392
(Commission File No.)
 
701 S Taylor Street
Suite 470, LB 113
Amarillo, Texas 79101
(Address of principal executive offices and Zip Code)
 
(855) 448-1922
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
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Item 2.01
Completion of Acquisition or Disposition of Assets.
 
On October 17, 2018 Amazing Energy Oil & Gas, Co. (“Amazing” or the “Company”) completed the acquisition of certain oil and gas leases from Wyatt Petroleum, LLC and Wyatt Permian, LLC (together “Wyatt”). Pursuant to the Purchase and Sale Agreement, Amazing acquired the leases set forth in the Assignment and Bill of Sale in exchange for a one-time, all cash, payment of $500,000.00.
 
The leases cover properties on which Wyatt had historically spent over $18,000,000 in acquisitions cost, three-dimensional seismology, title work, drilling, completing and logging wells, taking cores, testing well flow of oil and gas, performing water ratio cuts and other customary testing, as well as building a sweet gas pipeline.
 
Additionally, as a result of the acquisition of the leases, the Company obtained the deep rights to 21,000 mostly contiguous acres in the Permian Basin in Pecos County, Texas.
 
Because of the acquisition Amazing now controls all drilling rights to all depths in 61,000 acres, and an undivided mineral interest and drilling rights to 3,000 feet on the Company’s additional 9,000 acres of leasehold interest.
 
There are no material relationships between Amazing and Wyatt.
 
Amazing sourced of the funds to acquire the assets from Wyatt via a loan from the Company’s Chairman of the Board of Directors, Tony Alford.
 
The Purchase and Sale Agreement and Assignment and Bill of Sale are included herewith as 10.1 and 10.2 respectively.
 
 
Exhibit No.
Document Description
 
 
 
 
 
 
 
 
 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated this 19 th day of October, 2018.
 
 
AMAZING ENERGY OIL AND GAS, CO.
 
 
 
 
 
 
 
 
BY:
/s/  Will McAndrew III
 
 
Will McAndrew III, CEO
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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  EXHIBIT 10.1
 
PURCHASE AND SALE AGREEMENT
 
This PURCHASE AND SALE AGREEMENT ("Agreement"), dated this 12 th day of October, 2018 ("Execution Date"), is entered into by and between Wyatt Petroleum LLC, and Wyatt Permian, LLC, whose address is 24 Greenway, Suite 600, Houston, TX 77046 (collectively "Seller") and Amazing Energy, LLC, whose address is 5700 W. Plano, Suite 3600, Plano, TX 75093 ("Buyer"). Seller and Buyer may be referred to individually as a "Party" or collectively as the "Parties."
 
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Sellers agree as follows:
 
Article I
 
PURCHASE AND SALE
 
1.1             Agreement to Sell and Buy. Subject to assignments and conveyances of record in Pecos County, TX, each Seller agrees to sell and assign to Buyer, and Buyer agrees to purchase, pay for and receive from Sellers, the Assets as defined below.
 
1.2             Assets. The "Assets" are all of each Seller's right, title, and interest in and to the following:
 
(a)   The estates and mineral rights created by the oil and gas leases, leaseholds and mineral estates (the "Leases"), described in Exhibit "A", and all oil, gas, water disposal and other wells located on the Leases or on lands pooled therewith (the "Wells"), including, but not limited to, the wells set forth in Exhibit "A-1", together with all of Seller's interest in the rights and appurtenances incident thereto.
 
(b)   All of Seller's rights in, to, and under, and all obligations arising from, all agreements relating to the Leases or Wells, including, but not limited to, joint operating agreements, unitization agreements, pooling agreements, farmout agreements, drillingagreements, exploration agreements, oil or gas product purchase and sale contracts, gas processing or transportation agreements, leases, permits, rights-of-way, easements, licenses, options, orders and decisions of state and federal regulatory authorities establishing units which appear of record or in the records which have otherwise been disclosed to Buyer.
 
(c)   All of Seller's interest the oil and gas wells, including well bores, pump jacks and motors, surface facilities, such as tanks and pumps, salt water disposal, fixtures, personal property, facilities and equipment, used or held for use or charged to the Leases or Wells for production, treatment, transportation, sale or disposal of hydrocarbons or water produced therefrom or attributable thereto and further described on the attached spread sheet and photographs collectively marked as Exhibits "Bl" and "B2" (the "Wells"), and all equipment associated with the Wells as of the Closing Date.
 
 
 
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(d)   The rights, to the extent transferable, in and to all existing and effective unitization, pooling agreements, declarations and orders, if any, to the extent that they relate to or affect any of the interests described in Exhibit "A" or the post-Effective Time production of Hydrocarbons, if any, from the Leases and Lands.
 
(e)   The rights, to the extent transferable, in and to the electronic and hard copy well files, accounting files, third party subscriptions, agreements, and instruments described in Exhibit "C" and subrogation of all legal claims of Seller therein. Sellers shall provide Buyer with all electronic and hard copy Title Opinions, land files, agreements, geologic files, well files, seismic files and materials, all facilities and equipment owned by Seller and located on the Exhibit "A" lands.
 
(f)   The files, records, Division Orders, data and information relating to the items described in Exhibits "A" and "A-1" maintained by each Seller (the "Records").
 
(g)   All asset, leasehold, and real property owned by Seller in Pecos County, Texas.
 
1.3              Effective Time. The purchase and sale of the Assets shall be effective as of October 12, 2018 at 10:00 a.m. local time at the site of the Assets (the "Effective Time").
 
1.4             Purchase Price. Subject to the terms and conditions of this Agreement, the purchase price for the Assets is Five Hundred Thousand U.S. Dollars ($500,000.00) (the "Purchase Price"). The Purchase Price is payable in good funds at closing in the amount of Five Hundred Thousand U.S. Dollars ($500,000.00).
 
1.5              Broker : broker in this transaction.
 
Article II
Buyer's Inspection; Disclaimers
 
2.1              Records.
 
(a)             Access to Records. Within five (5) days of the Execution Date, Seller will provide to Buyer electronic copies of the Records, or to the extent that electronic copies are not available and not feasible to obtain, Seller shall make available to Buyer and its representatives, at Seller's offices, such Records for inspection and review during normal business hours to allow Buyer and its representatives to perform Buyer's due diligence review.
 
Article III
Title And Disclaimers
 
 
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3.1      SELLER MAKES NO WARRANTY OR REPRESENTATION OF TITLE, EXPRESS, IMPLIED OR STATUTORY AS TO THE CONDITION, QUANTITY, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE, SAFETY, FREEDOM FROM DEFECTS OR COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL REQUIREMENTS OF ANY OF THE LANDS, WELLS, FACILITIES, PIPELINES, FLOWLINES OREQUIPMENT. FURTHERMORE, BUYER ACCEPTS THE WELLS, FACILITIES, PIPELINES, FLOWLINES AND EQUIPMENT "AS IS", "WHERE IS", AND "WITH ALL FAULTS" AND BUYER HEREBY RELEASES SELLER FROM ANY AND ALL LIABILITY FOR LOSS ARISING FROM USE OF THE LANDS, WELLS, FACILITIES, PIPELINES, FLOWLINES OR EQUIPMENT PERTAINING TO THE ASSETS BE ASSIGNED. SELLER AND BUYER DO NOT IN ANY WAY REPRESENT OR WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO THE OTHER BY OR ON BEHALF OF SELLER OR BUYER. THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF WARRANTIES CONTAINED IN THIS SECTION ARE "CONSPICUOUS" DISCLAIMERS. BUYER ACKNOWLEDGES THAT IT IS FAMILIAR WITH THE TITLES IN THE AREA.
 
3.2          SELLER EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY, FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE ASSETS INCLUDING (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (D) ANY RIGHTS OF BUYER UNDER THE APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (E) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD BY BUYER THAT THE PERSONAL PROPERTY, FIXTURES AND ITEMS ARE BEING ASSIGNED TO BUYER AS IS, WHERE IS, WITH ALL FAULTS, AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.
 
Article IV
Sellers' Representations
 
4.1              Seller, represents and warrants to Buyer the following and not otherwise:
 
(a)              Power and Authority. Such Seller has the requisite power and authority to execute and deliver this Agreement and perform its obligations under this Agreement and the person executing all documents for Seller is duly authorized to execute such documents.
 
4.2             Seller is aware of litigation by a mineral owner versus various lessees in Pecos County, TX, being Cause No. P-7600-83-CV, Frederick Bartlett Wulff, Sr. et al vs. Benedum & Trees, LLC, Amazing Energy, LLC et al. currently pending in Pecos County, TX. Seller is not a party.
 
 
 
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Article V
Buyer's Representations
 
5.1             Buyer represents and warrants to Sellers the following:
 
(a)      Existence. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and is duly qualified to do business as a foreign corporation in the state(s) where the Assets are located, except where the failure to so qualify would not have a material adverse effect on Buyer or its properties.
 
(b)    Power. Buyer has the corporate power to enter into and perform this Agreement and the transactions contemplated by this Agreement. Subject to preferential purchase rights and restrictions on assignment of the type generally found in the oil and gas industry, and to rights to consent by, required notices to, and filings with or other actions by governmental entities where the same are customarily obtained subsequent to the assignment of oil and gas interests, the execution, delivery and performance of this Agreement by Buyer, and the transactions contemplated by this Agreement , will not violate (a} any provision of the certificate of incorporation or bylaws of Buyer, (b) any material agreement or instrument to which Buyer is a party or by which Buyer or any of the Assets arc bound, (c} any judgment , order, ruling, or decree applicable to Buyer as a party in interest, or (d) any law, rule or regulation applicable to Buyer relating to the Assets other than a violation which would not have a material adverse effect on Buyer.
 
(c)     Authorization and Enforceability. The execution, delivery and performance of this Agreement, and the transaction contemplated hereby, have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
 
(d)     Liability for Broker's Fees. Seller shall not directly or indirectly incur any liability or expense, as a result of undertakings or agreements of Buyer, for brokerage fees, finder's fees, agent's commissions or other similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated hereby.
 
(e)     Distribution. Buyer is an experienced and knowledgeable investor in the oil, gas and mineral resources industry that has previously expended substantial amounts in the acquisition and development of oil and gas properties. Prior to entering into this Agreement, Buyer has been advised by its counsel and such other persons as it has deemed appropriate concerning this Agreement. The Assets to be acquired by Buyer pursuant to this Agreement are being acquired by Buyer for its own account, for investment and not with a view to distribution or resale within the meaning of the Securities Act of 1933, as amended, or any other applicable securities law, rule, regulation or order.
 
 
 
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(f)      Claims and Litigation. To the actual knowledge of Buyer, there are no claims, actions, suits, or proceedings pending or threatened against Buyer which, if determined adversely to Buyer, would materially and adversely affect Buyer's ability to perform its obligations under this Agreement.
 
Article VI
Closing
 
6.1               Date of Closing. The "Closing" of this transaction shall, unless otherwise agree to in writing by the Buyer and Sellers, be held in Seller's office in Houston, Harris County, Texas on October 12, 2018 ("Closing Date").
 
6.2               Execution Date Obligation: The Parties shall execute this agreement and any other documents necessary for the Parties to be bound to the obligations set forth herein.
 
6.3               Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
 
(a)   Seller shall execute, acknowledge and deliver to Buyer, (i) an Assignment, and Bill of Sale in the form attached as Exhibit E, and (ii) any applicable forms of any federal, state and local governmental authorities, assigning the Assets being sold by Seller to Buyer, if any, as of the Effective Time, with no warranty of title.
 
(b)   Buyer shall deliver the Purchase Price to the account at a bank designated by each Seller by check in immediately available funds, or by such other method as agreed to by the Parties.
 
(c)   Seller and Buyer shall take such other actions and deliver such other documents as are contemplated by this Agreement.
 
Article VII
Post-Closing Obligations
 
7.1               Records. Seller agrees to make the Records available to Buyer as soon as is reasonably practical, but in any event on or before the latter of 10 Business Days after the Closing.
 
7.2               Further Assurances. From time to time after Closing, each Seller and Buyer shall each execute, acknowledge and deliver to the other such further instruments and take such other action as may be reasonably requested in order to accomplish more effectively the purposes of this transaction.
 
Article VIII
 
 
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8.1              Assumption of Assets Upon Closing. Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations relating to the possession, ownership or operation of the Assets from and after the Effective Time, including but not limited to all plugging and abandonment obligations and surface restoration obligations (collectively, the "Assumed Liabilities"). This indemnity obligation shall survive Closing indefinitely. Additionally, Buyer agrees to assume and pay all property, and any ad valorem taxes for the year 2018, and no proration for such year shall be applicable. All asset, leasehold, and real property owned by Seller in Pecos County, Texas.
 
8.2              Indemnity. BUYER EXPRESSLY AGREES TO ASSUME ANY AND ALL LIABILITY AND RESPONSIBILITIES FOR ALL PLUGGING OBLIGATIONS REGARDING THE WELLS. SELLER KNOWS OF NO EXISTING OR ASSERTED REGULATORY ACTIONS OR CLAIMS RELATING TO ANY ENVIRONMENTAL VIOLATION OR UNCORRECTED RELEASES, THEREFORE BUYER SHALL ASSUME ALL RESPONSIBILITY AND LIABILITIES FOR ANY ENVIRONMENTAL CLAIMS OR REMEDIATION REQUIREMENTS ARISING FROM THE OPERATIONS OF THE ASSIGNED ASSETS FROM AND AFTER THE CLOSING DATE. Buyer, therefore agrees to indemnify and hold Seller harmless for any and all plugging liabilities, claims, including environmental, causes of action, suits and judgments for injury to persons, including death, property damages and ad valorem taxes arising out of or resulting from Buyer's possession, use and operations of the Assets from and after the Effective Date.
 
Article IX
Miscellaneous
 
9.1              Expenses. Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Sellers in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the Party incurring the same.
 
9.2              Notices. All notices under this Agreement shall be by either e-mail or in writing and addressed as set forth below:
 
If to Buyer:
 
Amazing Energy, LLC
5700 W. Plano Parkway, Suite 3600
Plano, TX 75093
Attn: Willard G. McAndrew III
Telephone: Cell: (214) 906-3073 / Office: (214) 233-1244
e-mail: Will@amazingenergy.com
 
If to Wyatt:
 
Wyatt Petroleum, LLC
24 Greenway, Suite 600
Houston, TX 77046
Attention: M. L. Vines
Telephone: (713) 877-7106
e-mail: mlvinesaymail.com
 
 
 
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With a Copy to:
 
Don C. Nelson
24 Greenway Plaza, Suite 606
Houston, TX 77046
Telephone: (713) 877-7171
e-mail: don.nelson@lawdcn.com
 
Any Party may, by e-mail or written notice so delivered to the other Parties, change the address or individual to which delivery shall thereafter be made.
 
9.3              Amendments. This Agreement may not be amended nor any rights hereunder waived except by an instrument in writing signed by all Parties.
 
9.4              Governing Law. This Agreement and the transactions contemplated hereby and any arbitration or dispute resolution conducted pursuant hereto shall be construed in accordance with, and governed by, the laws of the State of Texas.
 
9.5              Entire Agreement. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter addressed herein and entirely and completely supersedes, voids and replaces all agreements, negotiations, understandings and representations (whether written or oral) in existence between the parties as of the Effective Date and relating to the same subject matter.
 
9.6              Binding Effect. This Agreement shall inure to the benefit of, the Parties hereto, and their respective successors and assigns.
 
9.7              Disclaimer of Representations and Warranties. The Parties hereto each disclaim all liability and responsibility for any other representation, warranty, statements or communications (orally or in writing) to any other Party wherever and however made, including, but not limited to, those made during any negotiations. Without limiting the generality of the foregoing, none of the Parties makes any representation or warranty as to (a) the amount, value, quality or deliverability of petroleum, natural gas or other reserves attributable to the Assets or (b) any geological, engineering or other interpretations of economic valuation. The Assets are sold without any warranty, express, implied or statutory. All tangible personal property included in the Assets is sold "AS IS, WHERE IS," and "WITH ALL FAULTS" and each Seller MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AND DISCLAIMS 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, (v) THE PRESENCE, QUALITY, QUANTITY AND RECOVERABILITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS ASSIGNED, (vi) THE ABILITY OF THE TRANSFERRED ASSETS TO PRODUCE HYDROCARBONS, INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND RECOMPLETION OPPORTUNITIES, (vii) GEOLOGIC OR GEOPHYSICAL CHARACTERISTICS OR INTERPRETATIONS, (viii) THE PRESENT OR FUTURE VALUE OF HE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY TO BE DERIVED FROM THE TRANSFERRED ASSETS, (ix) THE COMPLETENESS OR ACCURACY OF THE INFORMATION CONTAINED IN THE FILES, DATA OR RECORDS OF SELLER. ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY SELLER OR ANY REPRESENTATIVE OF SELLER ARE PROVIDED TO BUYER AS A CONVENIENCE AND BUYER'S RELIANCE ON OR USE OF THE SAME IS AT BUYER'S SOLE RISK. THE PARTIES AGREE THAT THE PRECEDING DISCLAIMERS OF WARRANTY ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.
 
 
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9.8              Seller's Retained Obligation: Seller shall cause the Wilson 68-1 well to be plugged and abandoned at Seller's costs as soon as practically possible.
 
9.9              Any amounts and/or debts which are due and owing to Seller/Assignor (Wyatt Petroleum, LLC and/or Wyatt Permian, LLC) prior to the effective date of this Agreement, whether now known or unknown, by co-working interest owners, joint operators, non-participating working interest owners, or any party who owes monies or debt to Seller/Assignor withrespect to any of the properties and/or operations of the properties assigned under this Agreement, whether known or not known on the Effective Date, shall remain owed to Seller and are not assigned by this Agreement. Additionally, any rights or causes of action that are held by Seller with respect to any of the properties and/or operations of the properties conveyed under this Agreement, whether now known or unknown, remain with Seller and are not intended to be assigned by this Agreement.
 
9.10            THIS AGREEMENT REPRESENTS THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER ADDRESSED HEREIN AND ENTIRELY AND COMPLETELY SUPERSEDES, VOIDS AND REPLACES ALL AGREEMENTS, NEGOTIATIONS, UNDERSTANDINGS AND REPRESENTATIONS (WHETHER WRITTEN OR ORAL) IN EXISTENCE BETWEEN THE PARTIES AS OF THE EFFECTIVE DATE AND RELATING TO THE SAME SUBJECT MATTER
 
 
 
[SIGNATURE PAGE FOLLOWS]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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  EXHIBIT 10.2
 
 
ASSIGNMENT AND BILL OF SALE
 
STATE OF TEXAS
$
 
 
$
 
COUNTY OF PECOS
$
 
 
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 October 12, 2018, 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 Pecos County, Texas, (collectively the "Assets"):
 
(a)   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 Pecos County, TX 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 Indian Mesa Field in Pecos County, Texas, 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 connunitized 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 Pecos County, Texas, 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") the wells being shown on Exhibit "A-1" attached hereto. Attached hereto for all purposes is group of pictures and a 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 "M" and "B2"; and
 
 
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(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 disposalagreements, 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 after the Effective Time, if any, attributable to all or any part of the Assets; 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)   Any person or entity obtaining an Assignment 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 LESSEE, any assignees obtaining an interest through LESSEE, or any assignees obtaining an interest through LESSEE'S assignees. The liability of LESSEE and all assignees transferred an interest in the leases is joint and several.
 
(i)   Lessee 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 Lessee agrees to indemnify Lessor 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 Lessee.
 
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.
 
 
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THIS ASSIGNMENT IS MADE WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR REPRESENTATION AS TO THE CONDITION, QUANTITY, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE, SAFETY, FREEDOM FROM DEFECTS OR COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL REQUIREMENTS OR ANY OF THE LANDS, WELLS, FACILITIES, PIPELINES, FLOWLINES OR EQUIPMENT ASSIGNED HEREBY. ASSIGNOR DOES NOT IN ANY WAY REPRESENT OR WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR ASSIGNEE IS ACQUIRING THE ASSETS IN AN "AS IS, WHERE IS" CONDITION, AND (ii) SHALL ASSUME ALL RISKS AND LIABILITIES THAT THE ASSETS MAY CONTAIN HAZARDOUS MATERIALS OR OTHER WASTE, TOXIC, HAZARDOUS, EXTREMELY HAZARDOUS, OR OTHER MATERIALS OR SUBSTANCES, OR OTHER ADVERSE PHYSICAL CONDITIONS, INCLUDING THE PRESENCE OF UNKNOWN ABANDONED OIL AND GAS WELLS, WATER WELLS, SUMPS, PITS, PIPELINES, OR OTHER WASTE OR SPILL SITES. ASSIGNOR AND ASSIGNEE AGREE THAT TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE OPERATIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS PARAGRAPH ARE "CONSPICUOUS."
 
Any amounts and/or debts which are due and owing to Seller/Assignor (Wyatt Petroleum, LLC and/or Wyatt Permian, LLC) prior to the effective date of this Agreement, whether now known or unknown, by co-working interest owners, joint operators, non-participating working interest owners, or any party who owes monies or debt to Seller/Assignor with respect to any of the properties and/or operations of the properties assigned under this Agreement, whether known or not known on the Effective Date, shall remain owed to Sellerand are not assigned by this Agreement. Additionally, any rights or causes of action that are held by Seller with respect to any of the properties and/or operations of the properties conveyed under this Agreement, whether now known or unknown, remain with Seller and are not intended to be assigned by this Agreement.
 
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 on and after the Effective Time. ASSIGNEE EXPRESSLY ASSUMES ANY AND ALL LIABILITY AND RESPONSIBILITIES FOR ALL PLUGGING OBLIGATIONS REGARDING THE WELLS. ASSIGNOR KNOWS OF NO EXISTING OR ASSERTED REGULATORY ACTIONS OR CLAIMS RELATING TO ANY ENVIRONMENTAL VIOLATION OR UNCORRECTED RELEASES, THEREFORE ASSIGNEE ASSUMES ALL   RESPONSIBILITY AND LIABILITIES FOR ANY ENVIRONMENTAL CLAIMS OR REMEDIATION REQUIREMENTS ARISING FROM THE OPERATIONS OF THE ASSETS FROM AND AFTER THE CLOSING DATE.
 
 
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SUBJECT TO THE OTHER PROVISIONS HEREIN, ASSIGNEE SHALL PROTECT, DEFEND, INDEMNIFY AND SAVE ASSIGNOR AND ASSIGNOR'S EMPLOYEES, AGENTS, REPRESENTATIVES, AND ANY OTHER PARTY CONTRACTING WITH ASSIGNORS, AND THEIR RESPECTIVE EMPLOYEES OR SUBCONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, SUITS, LIABILITIES, DAMAGES, AWARDS AND JUDGMENTS OF WHATSOEVER NATURE (AND ALL REASONABLE ATTORNEY'S FEES AND COSTS OF LITIGATION OR SETTLEMENT INCURRED IN CONNECTION WITH THE SAME) ARISING IN FAVOR OF ANY PARTY (INCLUDING ASSIGNEE, ITS EMPLOYEES, AND ANY OTHER PARTY WHOMSOEVER) FOR OR ON ACCOUNT OF PERSONAL INJURY, DEATH OR LOSS OF OR DAMAGE TO PROPERTY OR OTHER INTERESTS OF ANY KIND OR CHARACTER, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ASSIGNEE'S USE OR OPERATIONS OF THE ASSETS, WELLS AND FACILITIES AND ACTIVITIES HEREUNDER; PROVIDED, HOWEVER, THE FOREGOING INDEMNITY SHALL NOT BE CONSTRUED TO INDEMNIFY ASSIGNOR TO THE EXTENT THAT ANY SUCH PERSONAL INJURY, DEATH, OR LOSS OF OR DAMAGE TO PROPERTY, OR OTHER INTERESTS OF ANY KIND OR CHARACTER, SERVING AS THE BASIS OF SUCH CLAIMS, DEMANDS, CAUSES OF ACTION OR JUDGMENTS OF WHATSOEVER NATURE HAVE BEEN CAUSED BY, OR RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ASSIGNOR OR ASSIGNOR'S EMPLOYEES, AGENTS, REPRESENTATIVES, AND INVITEES FROM WHICH ASSIGNOR SHALL PROTECT, DEFEND, INDEMNIFY AND SAVE HARMLESS ASSIGNEE AND ASSIGNEES OFFICERS, DIRECTORS, AND EMPLOYEES (INCLUDING ALL REASONABLE ATTORNEY'S FEES AND COSTS OF LITIGATION OR SETTLEMENT INCURRED IN CONNECTION WITH SAME). ASSIGNEE SHALL ALSO INDEMNIFY AND SAVE ASSIGNOR HARMLESS FROM AND AGAINST ANY AND ALL LIENS, CLAIMS AND ENCUMBRANCES AGAINST ASSIGNOR'S PROPERTY (AND FROM AND AGAINST THE PAYMENT OR SATISFACTION OF SAME) ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT, TO THE AGREEMENT OR OPERATIONS FROM AND AFTER THE EFFECTIVE TIME.
 
ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR STATUTORY OR IN ANY MANNER AS TO THE TITLE TO THE LANDS, LEASES, ASSETS, WELLS, EQUIPMENT OR FACILITIES AND EXPRESSLY DISCLAIMS THE SAME.
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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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.
 
 
SIGNATURE PAGES FOLLOW
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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