EXHIBIT 10.1






 


JOINT
SETTLEMENT AGREEMENT and RELEASE OF ALL CLAIMS


 





	 	Re:	Hudson Petroleum Ltd. Co. v. Cardinal Energy Group, Inc. and CEGX of Texas, LLC; Cause No. 2014-038 in the 258th
    Judicial District Court, Shackelford County, Texas; and
	 	 	 
	 	 	Concho Oilfield Services, LLC v.
    Cardinal Energy Group, Inc., Cause No. 1:14-CV-00097-C in US District Court, Northern District of Texas.



 


		1.	Concho
                                         Oilfield Services, LLC (hereinafter “Concho”), Hudson Petroleum Ltd. Co.
                                         (hereinafter “Hudson”), Cardinal Energy Group, Inc. (hereinafter “Cardinal”)
                                         and CEGX of Texas, LLC (hereinafter “CEGX”) (collectively the “Parties”)
                                         hereby agree to settle all claims and controversies between them, asserted or assertable
                                         in the cases referenced above.
	 	 	 
		2.	The
                                         consideration to be given for this settlement is as follows:



 


		a.	Cardinal
                                         shall pay a total of $125,000 to Concho as follows:



 


		i)	Cardinal
                                         will pay the sum of $75,000 to Concho within 30 days after this agreement is executed;
	 	 	 
		ii)	Cardinal
                                         will pay the sum of $25,000 to Concho within 60 days after this agreement is executed;
                                         and
	 	 	 
		iii)	Cardinal
                                         will release all claims to the $25,000 deposit currently held by Concho.



 


		b.	Concho
                                         will provide a rig and necessary ancillary equipment and will use commercially reasonable
                                         efforts to repair the Dawson-Conway 195B 5B well. Concho will work diligently until the
                                         well is repaired, although in no event will Concho be required to spend more than five
                                         (5) days working on said repairs. Concho’s repair efforts shall be made at no cost
                                         to Cardinal or CEGX. Concho will perform such work within 45 days after the execution
                                         of this agreement.
	 	 	 
		c.	In
                                         the event that Concho is unable to repair the Dawson-Conway 195B 5B well within five
                                         (5) days, Concho agrees to pay a fee, not to exceed $25,000, to a specialized fishing
                                         company of Cardinal’s choice.
	 	 	 
		d.	In
                                         the event that Dawson-Conway 195B 5B well remains inoperable after items “b”
                                         and “c” have been performed, Cardinal reserves the right to instruct Concho
                                         to plug the Dawson Conway 195B 5B well, and Concho agrees to perform such work at no
                                         cost to Cardinal; however, in no case shall Concho be required to spend more than two
                                         (2) additional days performing plugging work on the well.



 


JOINT
SETTLEMENT AGREEMENT and RELEASE OF ALL CLAIMS




    	Page 1 of 4



    	 



    

 


	 	e.	Cardinal
will assign to Hudson a 5% carried working interest in the Dawson Conway properties if they become cash flow positive. The carried
working interest shall expire on the earlier of: (1) February 29, 2020; or (2) if the Dawson Conway properties are sold to a third-party,
on the date of the closing of such sale; and
	 	 	 
	 	f.	The
terms of this settlement are strictly confidential and shall not be disclosed by any party unless required by law.



 


		3.	The
                                         referenced styled and numbered causes shall be resolved by mutual agreed orders of dismissal
                                         with prejudice with costs and attorneys’ fees taxed to party incurring the same.
                                         The mutually agreed orders of dismissal shall be filed no later than fifteen days after
                                         the signing of this agreement.
	 	 	 
		4.	Concho
                                         and Hudson hereby fully, finally, and forever release and discharge Cardinal and CEGX
                                         from any and all claims, causes of action, lawsuits, liabilities, debts, accounts, dues,
                                         reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises,
                                         variances, trespasses, extents, executions, sums of money, damages, judgments, and demands
                                         of any nature whatsoever, in law or in equity, both known and unknown, asserted or not
                                         asserted, foreseen or unforeseen, which it ever had or may presently have against Cardinal
                                         and CEGX. The time period for this release is from the beginning of time up to and including
                                         the date of this Agreement and includes claims under any federal, state, or local statute,
                                         regulation, ordinance, order, common law doctrine or rule, or any other legal basis whatsoever
                                         for asserting a claim.
	 	 	 
		5.	Cardinal
                                         and CEGX hereby fully, finally, and forever release and discharge Concho and Hudson from
                                         any and all claims, causes of action, lawsuits, liabilities, debts, accounts, dues, reckonings,
                                         bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses,
                                         extents, executions, sums of money, damages, judgments, and demands of any nature whatsoever,
                                         in law or in equity, both known and unknown, asserted or not asserted, foreseen or unforeseen,
                                         which it ever had or may presently have against Concho and Hudson. The time period for
                                         this release is from the beginning of time up to and including the date of this Agreement
                                         and includes claims under any federal, state, or local statute, regulation, ordinance,
                                         order, common law doctrine or rule, or any other legal basis whatsoever for asserting
                                         a claim.
	 	 	 
		6.	Each
                                         signatory hereto warrants and represents the following:



 


	 	a.	He or she has authority to
bind the parties for whom this signatory acts; and



 


JOINT
SETTLEMENT AGREEMENT and RELEASE OF ALL CLAIMS




    	Page 2 of 4



    	 



    

 


	 	b.	The claims, suits, rights and/or
interests which are the subject matter hereto are owned by the patty asserting same, have not been assigned, transferred or sold
and are free of encumbrances.



 


		7.	If
                                         any party fails to abide by this agreement and suit is brought to enforce the agreement,
                                         the prevailing party shall be entitled to recover reasonable attorneys’ fees and
                                         expenses.
	 	 	 
		8.	In
                                         addition to Paragraph 4 above, Cardinal and CEGX specifically agree to forever release
                                         and hold harmless Concho and Hudson, and Zurich American (hereinafter INSURER), Zurich
                                         Insurance Group, Zurich North America and each of their respective agents, servants,
                                         employees, successors, heirs, insurance carriers, attorneys and assigns, from any and
                                         all actions or causes of action, claims or demands, which in any way arose out of work
                                         performed by Concho and Hudson on behalf of Cardinal and/or CEGX, including, but not
                                         limited to, any liability associated with alleged damage caused to the Dawson Conway
                                         195 B 5B well, and as to any and all claims asserted or which could have been asserted
                                         by Cardinal and/or CEGX in either case above and in particular, as set out in Defendant
                                         Cardinal Energy Group, Inc.’s First Amended Counterclaim in Cause No. 1:14-CV-00097-C
                                         in US District Court, Northern District of Texas. FURTHER, Cardinal and CEGX agree to
                                         indemnify and hold harmless Concho and Hudson, their agents and INSURER, from any and
                                         all claims, whether now known or unknown, made by third parties as to any such work performed,
                                         or claimed to should have been performed, by Concho and Hudson on behalf of Cardinal
                                         and/or CEGX.
	 	 	 
		9.	In
                                         addition to Paragraph 5 above, Concho and Hudson specifically agree to forever release
                                         and hold harmless Cardinal and CEGX, and each of their respective agents, servants, employees,
                                         successors, heirs, insurance carriers, attorneys and assigns, from any and all actions
                                         or causes of action, claims or demands, which in any way arose out of Concho and Hudson’s
                                         claims for non-payment of invoices for services rendered by Concho and Hudson, and as
                                         to any and all claims asserted or which could have been asserted by Concho and/or Hudson
                                         in either case above and in particular, as set out in Plaintiff’s Original Petition
                                         in each of the referenced causes of action. FURTHER, Concho and Hudson agree to indemnify
                                         and hold harmless Cardinal and CEGX, their agents and INSURER, from any and all claims,
                                         whether now known or unknown, made by third parties as to any claims for non-payment
                                         of invoices for services rendered by Concho and Hudson on behalf of Cardinal and/or CEGX.
	 	 	 
		10.	This
                                         agreement is made and performable in Shackelford County, Texas. The sole and exclusive
                                         venue and jurisdiction to enforce or adjudicate disputes concerning this agreement shall
                                         be ONLY in Shackleford County District Court. Suit may be filed in no other venue or
                                         jurisdiction.
	 	 	 
		11.	Each
                                         signatory to this settlement has entered into same freely and without duress after having
                                         consulted with attorneys and professionals of his or her choice.



 


JOINT
SETTLEMENT AGREEMENT and RELEASE OF ALL CLAIMS




    	Page 3 of 4



    	 



    

 


		12.	The
                                         parties intend to be immediately bound by this settlement agreement. The parties stipulate
                                         to all facts necessary for the Courts to render judgment on this settlement agreement
                                         for which the parties waive all requirements of pleadings and summary judgment motion
                                         procedure and stipulate to the entry of judgments hereon. Only modifications in writing,
                                         signed by all parties and their counsel, if any, shall be enforceable. Disputes about
                                         this agreement shall by submitted to mediation prior to any lawsuit being filed.



 


Signed
this 9 day of March 2015 by:


 


	 	/s/ Randy D. Hudson	 
	 	Randy
Hudson, on behalf of Concho Oilfield Services, LLC and Hudson Petroleum, Ltd.









 


Signed
this __ day of March 2015 by:


 


	 	/s/ Timothy
    W. Crawford	 
	 	Timothy Crawford, on behalf of Cardinal Energy Group, Inc. and CEGX of Texas, LLC









 


JOINT
SETTLEMENT AGREEMENT and RELEASE OF ALL CLAIMS



    	Page 4 of 4