ASSIGNMENT AND BILL OF
SALE
THIS
ASSIGNMENT AND BILL OF SALE , effective as of 7:00 am March 1, 2011 is by
and between Ginzoil, Inc. whose address is 50 Commonwealth Ave, 2,
Boston, MA 02116 (“Assignor”), and Energy Producers,
Inc., a wholly owned subsidiary of EGPI Firecreek, Inc. whose
address is 6564 Smoke Tree Lane, Scottsdale, Arizona 85253
(collectively, “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 shall sell, transfer, convey, assign and
deliver to Assignee, and Assignee shall purchase from Assignor,
free and clear of all liens, pledges, mortgages, security
interests, conditional sales contracts, charges, hypothecations, or
monetary encumbrances whatsoever other than those for which an
adjustment to the selling price has or shall be made, or adverse
claims, title defects or restrictions (each, a “ Lien
”) Assignor's right, title and interest in and to the well(s)
located on, and at all depths from surface to at least 8500’
feet (in the North forty (40) acres only), and the leasehold estate
of, the J. B. Tubb lease, as described in Exhibit "A" attached
hereto, Ward County, Texas (the “Tubb Lease”),
consisting of no less than a 75% working interest with a 56.25% net
revenue interest, along with all lease equipment, tanks and all
other equipment, appurtenances, fixtures and property of every kind
and character, movable or immovable, now and in the future used in
connection with operating the well(s): ALL of Assignor's right's
and obligations existing under all contracts and agreements,
including but not limited to, operating agreements, unitization
agreements, pooling agreements, declarations of pooling or
unitization, farmout agreements, assignments, tax partnerships,
disposal agreements, injection agreements,
gas sales contracts, gas processing contracts, and
Paragraph 5 of that certain Assignment of April 9, 1992 from Amoco
Production Company to Desert States Energy, Inc. Assignee has the
duty to plug abandoned wells on said
lease when required by law. A copy of all agreements described
herein have been previously delivered by the Assignor to the
Assignee; and,
Seventy-Five
percent (75%) of One-Hundred percent (100%) TO HAVE AND TO HOLD
unto Energy Producers Inc, its successors and assigns forever, all
of Assignor’s rights, title, and interest in the Seventy-Five
percent (75%) working interest (56.25% net royalty interest) herein
conveyed in the Highland Production Company (Crawar) #2 well-bore
only; with depth of ownership 4700’ to 4900’ ft. in
well-bore, and;.
The Highland
Production Company (Crawar) #2 well-bore, API No. 42-475-33611,
located on the J.B. Tubb Lease in W ½ of the NW ¼ of
Sec. 18, Block B-20, Public School Lands, Ward County, Texas at
1787 FNL and 853 FWL being on the South Forty (40) acres of the J.
B. Tubb Lease, Ward County, Texas.
TO HAVE AND TO
HOLD unto Energy Producers Inc, its successors and assigns forever,
all of Assignor’s right, title, and interest in
the Seventy-Five percent (75%) working interest herein conveyed in
the above described well-bore and;
The
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