exhibit_10-4.htm






EXHIBIT 10.4

 

AGREEMENT FOR SALE, ASSIGNMENT AND RELEASE, OF INTERESTS

AGREEMENT #4:

"Lionheart" Well NE/4 of Section 33, Township 15 North, Range 4 West





This Agreement for S e, Assignment and Release of Interests (this "Agreement") is entered into as of this 29th day of December 2008, by and among Xtreme Oil & Gas,
Inc. ("XTOG"), a Washington corporation; and its wholly-owned subsidiary, Xtreme Operating Ltd. Co., ("XOLC") an Oklahoma limited liability company, which XOLC was f/k/a Go Operating Company, Ltd. Co., (both of which XTOG and XOLC are collectively, "XTREME"), each of which has, as its business address, 5700 West Plano Parkway, Suite 3600, Plano, Texas 75093 and Golden Phoenix Recovery, L.L.C., an Oklahoma limited liability company, ("GPR") which GPR was a/k/a GPR, LLC or Golden Phoenix Recovery, L.L.C. d/b/a
GPR, LLC; Merrick Property Development Ltd. ("MPDL"), an Oklahoma corporation, which MPDL was f/k/a Access Operating Company, Inc.; Merrick Operating Company, ("MOP"), an Oklahoma corporation; BJS Revocable Trust u/a/d 3/10/02 (the BJS Trust"), a family trust; South Kensington Ltd. Co., ("SKLC"), an Oklahoma limited liability company; and JMEKS, Inc., ("JMEKS"), an Oklahoma corporation (which GPR, MPDL, MOP, the BJS Trust, SKLC and JMEKS are collectively referred to as the "Assignors"), each of which Assignors
has, as its business address, 11300 N Penn, Suite #150, Oklahoma City, OK 73120.





This Agreement is made with reference to the following facts:






	
  
	
A.
	
XTREME and Assignors are engaged in the oil and gas exploration, drilling, extraction and operations business.









	
  
	
B.
	
XTREME previously entered into that certain agreement with Bert Valentine ("Valentine") and Concha Energy, LLC ("Concha"), an Oklahoma limited liability company, with its business address at 11604 Haven Way, Oklahoma City, OK 73120, in order to acquire the interests in and to the well identified therein in the property commonly known as the Lionheart Prospect or the Lenhart Prospect, being mineral rights and property
consisting of 160 acres and described as the property in the NW 1/4 of Section 33, Township 15 North, Range 4 West (referred to herein as the "Lionheart Well");.









	
  
	
C.
	
Assignor has leased, in the name of GPR, certain of the leases pertaining to the Lionheart Well;









	
  
	
D.
	
XTREME and Assignor desire that the rights, title and interests of the Lionheart be assigned to XTREME to complete the acquisition contemplated under the agreement with Valentine and Concha; and









	
  
	
E.
	
The parties hereto desire to complete the assignment and, in connection therewith, desire that the Assignors release all interests and claims to the subject property.








NOW, THEREFORE, in consideration of the premises and the covenants, agreements to assign and releases herein contained and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by all of the parties hereto, THE PARTIES HERETO AGREE AS FOLLOWS:

 

 

 



 



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1.
	
CONFIRMATION OF TERMS OF ACQUISITION. XTREME had previously agreed to acquire the Lionheart Well. Assignors have agreed to sell, assign and transfer and release all interest in the Lionheart Well including any interests acquired under any agreement with Valentine or Concha and, in order to accomplish same, will execute and deliver the assignment in
the form attached hereto as Schedule A (the "Assignment") and cause same to be recorded in the Logan County Court Clerk's office, such that all leases shall be assigned to XTREME to permit XTREME to convey clear title to the working interest in the Lionheart Well into such joint ventures or other entities as XTREME deems appropriate.









	
  
	
2.
	
ADDITIONAL ASSETS TRANSFERRED. Assignors agree to sell and assign and by this Agreement (constituting a "bill of sale"), do sell and assign and XTREME agrees that it will acquire title and assume and liability for the following with the indicated values agreed upon
for purposes of assessing a replacement value or insured value:




 


	
Item
	 	
Replacement Value
	 
	
Wellbore to 6900 ft. and surface Well Head
	 	$	775,000	 
	
(casing parted at 5,000 ft) open hole surface
	 	 	 	 
	
Casing in place)
	 	 	 	 
	
Well head
	 	$	8,000	 
	
Two Oil tanks 200 bbl
	 	$	18,500	 
	
Oil /Gas separator (Sep heater)
	 	$	6,500	 
	
Lines and connecots
	 	$	2,000	 
	
Total
	 	$	810,000	 
	  	 	 	 	 
	
Leasing and Land Fees paid in connection with spacing and pooling:
	 
	
Pooling cost
	 	$	8,500	 
	
Fees to compel pooling paid to EXXon
	 	$	3,000	 
	
Leasing paid to lessors
	 	$	16,700	 
	
Total
	 	$	838,200	 








	
  
	
3.
	
POST-DELIVERY OBLIGATIONS OF THE PARTIES. XTREME shall complete the ratification and leasing to own 100% of the working interest under all 160 acres based on a 75% (seventy-five percent) Net Revenue Interest including payments for any remaining leases (including $6,750 payable
to Lucy Lenhart; $187.50 payable to Pat Lenhart and $750 payable to Vera Lenhart). The Assignors acknowledge receipt of the $6,700 "landman" fees as additional consideration for the assignment provided herein. XTREME has the right to obtain a title opinion in form satisfactory to it after completion of the pooling. Inasmuch as the surface agreement with "Mr. Eichenburg" is current for the ongoing operations, no renewal or ratification is anticipated but, should operations cease, this agreement may also require
renewal as production has not been maintained although continuous operations have been maintained, based on the premise that the well has been shut in due to the split-casing situation. The property is presently spaced (pursuant to CD 2008900546 and Order No. 551713) and pooled (pursuant to CD 2008900548 and Order No. 552713) for 160 acres which is effective through April 1, 2009 and the Oklahoma Corporation Commission requires that operations be commenced by that date. The Assignors will cause to be reinstated
and in good standing all entities which are the Assignors to insure the effectiveness of the assignments, releases and agreements as provided herein.




 

 

 



 



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4.
	
CONSIDERATION. Assignors agree and acknowledge that no payments of cash or stock or any other consideration is due to any of the Assignors in order to cause Assignors to effectuate the assignment and releases contemplated herein. XTREME, pursuant to the agreements with Valentine and Concha, agrees to deliver to the following parties, the consideration
as follows









	 	
a.
	
Valentine
	
1⁄4 of net ORRI (after 1% to Geologist) on Lionheart Well

	 	
b.
	
Concha
	
2% Carried WI on Lionheart Well

	 	
c.
	
Valentine
	
2% Carried WI on Lionheart Well

	 	
d.
	
Valentine
	
$10,000 leasing bonus payable Jan 2009








XTREME, having paid cash and stock to the Assignors and being credited for such payments by agreement and stipulation by the parties, has paid all cash and stock due for the Lionheart Well and no additional cash is due to any of the Assignors for the assignment contemplated herein and the result of which is that XTREME shall own 100% (all)
of the Working Interests.






	
  
	
5.
	
ASSIGNMENT. Assignors agree and, by execution and delivery of this Agreement and the Assignment, all, jointly and severally transfer, release and assign all of their right, title and interest in and to the Lionheart Well including any and all mineral rights and the Working Interest owned by all Assignors and/or their affiliates. To the extent that an
"Assignor" (one of the Assignors) does not appear in the chain of title, such Assignor agrees that this conveyance shall be construed as a quit-claim conveyance and such Assignor does quit­claim, release and remise all of its right title and interest in and to the Lionheart Well, all of the mineral rights appertaining thereto and the Working Interest but each Assignor agrees that, in the event required by XTREME, its auditors or counsel, it will execute and deliver for recording a quit-claim assignment or
a release of its interests to effectuate the assignment and release contemplated in this Agreement.









	
  
	
6.
	
RETAINED OWNERSHIP TO BE ASSIGNED BACK. XTREME acknowledges that the BJS Trust shall retain, and, therefore, following the assignment or in conjunction therewith, shall receive the balance of the Net Revenue Interest greater than the Seventy-Five (75%) Percent conveyed to XTREME as the Working Interest less any Net Revenue Interest held by another owner
as an over-riding royalty interest or mineral rights royalty interest, which retained interest shall be assigned or reserved as an "Over-riding Royalty Interest." Assignor has previously agreed to convey a percentage of the Over-riding Royalty Interest assigned or retained as provided herein to affiliates of XTREME. XTREME shall not be responsible for division or allocation of this "ORRI" to Assignor and others.




 


	
  
	
7.
	
REPRESENTATIONS AND WARRANTEES. Each Assignor does affirm, represent and warrant to XTREME as follows: (1) that he, she or it has been duly authorized and properly constituted and empowered to execute this Agreement and convey the rights, title and interests conveyed herein and the party signing on behalf of such Assignor is duly authorized and empowered
to 'execute and deliver same of such Assignor's behalf; (2) that this Agreement is binding upon each Assignor; (3) that Assignor has not otherwise sold, hypothecated, transferred or assigned any part of the right, title or interest to the Well after assignment, except to another party to this Agreement who is bound hereby; (4) that Assignor has not contracted for, agreed to or become obligated to sell, hypothecate, transfer or assign all or any part of the right, title or interest to the Well after the date of
the this Agreement; (5) that Assignor has not permitted nor suffered to occur any debt or lien or claim to arise or attach to any right, title or interest to the Cookie Well held by such Assignor; (6) no Assignor or affiliate of Assignor has retained or attempted to retain any interest in the Lionheart. Well except as provided herein (all such contrary provisions or attempts to the contrary being declared by Assignors to be null and void); (7) that Bruce Scambler is fully empowered and acting as a the sole managing
member for GPR and SKLC able to execute and deliver the Assignment and bind these two Assignors conveying the interest described therein; and (8) no Assignor will accept or attempt to obtain any leased mineral interest or working interest in the section in which the Lionheart Well is situated.




 

 



 



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8.
	
COMPLIANCE WITH STATE LAWS. In the event that any language or revision is necessary to incorporate any warning, advisory, notice or other reference to conform with the state laws of any jurisdiction governing this Agreement, each party agrees to execute, immediately upon notice of such requirement, an amendment or a restated version of this Agreement
provided that only such any warning, advisory, notice or other reference to conform with the state laws shall be added.









	
  
	
9.
	
ENTIRE AGREEMENT. This Agreement embodies the entire understanding among the parties and merges all prior communications among them. Any amendment hereof must be in writing and signed by all of the parties hereto. Any provision hereof may only be waived in writing signed by the party entitled to waive such provision. All covenants and agreements contained
in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the parties and their respective controlling persons and his, her or its respective heirs, personal representatives, successors, and assigns, whether so expressed or not. No party to this Agreement may, however, assign his rights hereunder or delegate his obligations hereunder to any other person or entity without the express prior written consent of the other parties hereto. The section headings contained in
this Agreement are inserted as a matter of convenience and shall not be considered in interpreting or construing this Agreement.In the event that any party must resort to legal action, the prevailing party will be entitled to reimbursement from the non-prevailing party for all reasonable attorneys' fees and other costs. Each party will execute and deliver such further documents and take such other actions as may be necessary or appropriate to consummate the transactions contemplated hereby. This Agreement will
be governed in accordance with the laws of the State of Texas.









	
  
	
10.
	
COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile signature by any party on a counterpart of this Agreement
shall be binding and effective for all purposes.




 

 

 

 

 

 



 



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11.
	
MISCELLANEOUS. Each party shall have the right of specific performance and time is of the essence as to performance of each of the terms hereof. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or delivered personally to the address written above or
to such other address of which the addressee shall have notified the sender in writing. Notices mailed in accordance with this section shall be deemed given when mailed. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions.








(signatures on the following page; balance of this page left blank)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 



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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.







	
Xtreme Oil & Gas, Inc.

	  	  
	
By:
	
/s/  Will McAndrew III

	  	
Willard G. McAndrew, CEO

	  	  
	 
	
Golden Phoenix Recovery, L.L.C., an Oklahoma limited liability company

	  	  
	
By:
	
/s/  Bruce Scambler

	  	
Bruce Scamber, Managing Member

	  	  
	
GPR, LLC, an Oklahoma limited liability company

	  	  
	
By:
	
/s/  Bruce Scambler

	  	
Bruce Scamber, Managing Member

	  	  
	
Merrick Property Development Ltd., an Oklahoma corporation

	  	  
	
By:
	
/s/  Bruce Scambler

	  	
Bruce Scamber, president

	  	  
	
Merrick Operating Company, an Oklahoma corporation

	  	  
	
By:
	
/s/  Bruce Scambler

	  	
Bruce Scamber, president

	  	  
	
BJS Revocable Trust u/a/d3/10/02, a family trust

	  	  
	
By:
	
/s/  Bruce Scambler

	  	
Bruce Scamber, trustee

	  	  
	
South Kensington Ltd. Co., an Oklahoma limited liability company

	  	  
	
By:
	
/s/  Bruce Scambler

	  	
Bruce Scamber, Managing Member

	  	  
	
JMEKS, Inc., an Oklahoma corporation

	  	  
	
By:
	
/s/  Bruce Scambler

	  	
Bruce Scamber, president




 

 

 

 

 

 

 

 

 

 

 

 

 



 



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Schedule A to"Lionheart" Agreement





Assignment of Oil and Gas Leases with Reservation of Overriding Royalty,





KNOWN ALL MEN BY THESE PRESENTS:





That Golden Phoenix Recovery, L.L.C., an Oklahoma Corporation, ("GPR, L.L.C."), and South Kensington Ltd. Co., ("South"), an Oklahoma limited liability company (collectively Assignors) both of 11300 N Penn, Suite #150, Oklahoma City, OK 73120 (hereinafter called "Assignors"), for and in consideration of the sum of Ten Dollars ($10.00)
paid and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Assignors, do assign, transfer, sell and convey by this Oil and Gas Assignment Leases with Reservation of Overriding Royalty, subject to the terms hereof, 100% (all) of the working interests,, being a Seventy-Five (75%) percent net revenue interest (the "Assigned Interest") of such oil and gas leases and oil and gas leasehold interests, (the "Leases") duly recorded thereby, covering the following
land in Logan County, State of Oklahoma as more fully described on Exhibit "A" but being referenced as :





SUBJECT ACREAGE : The NE/4 of Section 33, Township 15 North, Range 4 West Logan County Oklahoma





Assignors have provided no opinion as to title to the Assigned Interests. Assignor makes no declaration of existing liens, encumbrances and adverse claims except those created by or suffered by Assignors to have been created or as duly filed during the ownership by Assignors. No warranty is made that the rentals and royalties due under
any of the leases have been paid or that all conditions necessary to keep the same in full force have been duly performed.





Assignor hereby reserves an overriding royalty interest in the Leases equal to the excess interests remaining after assignment of the Assigned Interest, less the existing leasehold burdens, including lessor royalty interests, in and to all oil, gas, casinghead gas, condensate and other hydrocarbons. produced, insofar and only insofar as
said oil, gas, casinghead gas, condensate and other hydrocarbons are sold and/or saved from the Leases and other interests described herein, it being the intent herein to convey only a Seventy-Five (75%) net revenue interest in the Leases and other interests. The interests retained are an overriding royalty interest and therefore, Assignee's interest are subject to the obligation to carry Assignor as to the drilling and completion costs on any well drilled. and the overriding royalty interest retained as provided
herein shall be free and clear of and from any and all costs and expenses of developing, operation, producing and marketing, but shall bear its proportionate part of all gross production, severance and other taxes which may be assessed or levied against said overriding royalty interest or the production attributable thereto. Nothing contained herein shall impose on Assignor any covenant, duty or obligation to develop or operate the properties covered by the Leases other than as required by the Leases nor to maintain
the Leases in effect by the payment of delay rentals. In the event Assignor owns less than the entire and undivided leasehold estate the Leases, or any of them, the overriding royalty interest herein assigned shall be reduced in the proportion which the leasehold interest owned by Assignor bear to the entire and undivided oil, gas and mineral estate described therein. The overriding royalty interest herein assigned shall attach and apply to all extensions and renewals of the Leases as attached in Exhibit A, and
will continue while these leases or subsequent leases are held by production, or held by shut in payments or other payments.

 

 

 



 



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Executed this 29th day of December, 2008.





ASSIGNORS:






	
Golden Phoenix Recovery, L.L.C.,

	  	  
	  	
/s/ Bruce Scambler

	
By:
	
Bruce Scambler, Managing Member

	  	  
	
South Kensington, Ltd, Co.,

	  	  
	  	
/s/ Bruce Scambler

	
By:
	
Bruce Scambler, Managing Member












STATE OF OKLAHOMA                           )

                                                                  
      ) ss.

COUNTY OF LOGAN                                  )





Before me, the undersigned, a Notary Public, in and for said County and State on this 29th day of December, 2008, personally appeared Bruce Scambler, as Managing Member of Golden Recovery, L.L.C., and Managing Member of South Kensington Ltd. Co., personally
known to me to be the identical person who subscribed the name of the makers thereof to the foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of each of Golden Phoenix Recovery, L.L.C. and South Kensington Ltd. Co. for the uses and purposes therein set forth.





Given under my hand and seal of office the day and year last above written.





My Commission Expires: 4/27/10






	
 
	
/s/  Sou Kongvongsay                          


Notary Public













 

 





 



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Exhibit A

Any and all interests pooled, cured or acquired and purchased by payment of the pooled lease interest rates under and by Order Attached to and made a part thereto to that certain Assignment of Working Interest and Overriding Royalty Interest






	
Lease No. 1
	  
	
Dated:
	
15th October 2008

	
Lessor:
	
Wilma J Teifenbrun

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book ____2097_____/Page:_____559_____

	  	  
	
Lease No. 2
	  
	
Dated:
	
15th October 2008

	
Lessor:
	
Wilma J Tiefenbrun

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East or West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book ______2097_____/Page:_____562______

	  	  
	
Lease No. 3
	  
	
Dated:
	
14th October 2008

	
Lessor:
	
Lucy B Lenhart

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book ____2101_____/Page:____135____

	  	  
	
Lease No. 4
	  
	
Dated:
	
14th October 2008

	
Lessor:
	
Lucy B Lenhart

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book_____2101____/Page:____138_____

	  	  
	
Lease No. 5
	  
	
Dated:
	
1st October 2008

	
Lessor:
	
Ruby J Lenhart

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book______2097________/Page:_______557______

	  	  
	
Lease No. 6
	  
	
Dated:
	
1st October 2008

	
Lessor:
	
Ruby J Lenhart

	
Lessee:
	
GPR L.L.0




 

 



 



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Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book_____2097______/Page:____580____

	  	  
	
Lease No. 7
	  
	
Dated:
	
1st October 2008

	
Lessor:
	
Lynda B Lenhart

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book_____2097_____/Page:_____574_____

	  	  
	
Lease No. 8
	  
	
Dated:
	
1st October 2008

	
Lessor:
	
Lynda B Lenhart

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book _____2097____/Page:____571____

	  	  
	
Lease No. 9
	  
	
Dated:
	
7th October 2008

	
Lessor:
	
Kerel Webb

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book____2097____/Page:___583____

	  	  
	
Lease No. 10
	  
	
Dated:
	
7th October 2008

	
Lessor:
	
Kerel Webb

	
Lessee:
	
GPR L.L.0

	
Description:
	
 The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book____2097____/Page:____586____

	  	  
	
Lease No. 11
	  
	
Dated:
	
7th October 2008

	
Lessor:
	
Janice F Hight

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book____2097____/Page:____565____

	  	  
	
Lease No. 12
	  
	
Dated:
	
7th October 2008

	
Lessor:
	
Janice F Hight

	
Lessee:
	
GPR L.L.0

	
Description:
	
The East and West Half NW/4 Section 33, T15N, R4W, Logan County, Oklahoma

	
Recorded:
	
Book____2097____/Page:____568____




 

 

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