exv10w12






Exhibit 10.12



NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY
OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL
PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER’S LICENSE NUMBER.




PARTIAL ASSIGNMENT AND BILL OF SALE EFFECTIVE

AUGUST 1, 2009




	 	 	 	 	 
	THE STATE OF TEXAS

	 	§	 	 
	 

	 	§
	 	KNOW ALL MEN BY THESE PRESENTS.
	COUNTES OF MOORE, 

HUTCHINSON AND CARSON

	 	§	 	 






     THAT,
the undersigned, KEVIN AUDRAIN AND LORI AUDRAIN, husband and wife, doing business as DRAIN
OIL COMPANY, whose address is #3 Texoma Blvd, Fritch, Texas 79036 (hereinafter called “Assignor”),
for and in consideration of Ten Dollars ($10.00) and other valuable consideration to it in hand
paid by NYTEX PETROLEUM, INC., a Delaware Corporation, with offices at 12222 Merit Drive, Suite
1850, Dallas, Texas 775251 (hereinafter called “Assignee”), does hereby TRANSFER, ASSIGN and
CONVEY unto Assignee, subject to the terms and conditions contained herein, the following:



     (a) seventy-five percent (75%) of 8/8ths right, title and interest in and to the
leasehold estates described in Exhibit “A”, attached hereto and made a part hereof, such leases
being hereinafter called “said leases”;



     (b) seventy-five percent (75%) of 8/8ths right, title and interest in and to all permits,
franchises, licenses, servitudes, easements, surface leases and rights-of-way of every
character relating to said leases;



     (c) seventy-five percent (75%) of 8/8ths right, title and interest in and to any
contracts or agreements including, but not limited to, rights and interest in or derived from unit
agreements, gas processing agreements, joint operating agreements, gas contracts, gas gathering
agreements, gas balancing agreements, boundary or well line agreements, assignments of operating rights,
working interest and subleases affecting said leases.



     For the same consideration, Assignor does hereby BARGAIN, SELL and DELIVER unto
Assignee Seventy-Five Percent (75%) of 8/8ths right, title and interest in and to the wells
located on said leases described in Exhibit “A”; and Assignor does hereby further BARGAIN,
SELL and DELIVER unto Assignee Seventy-Five Percent (75%) of 8/8ths right, title and
interest in and to all personal property and well equipment located in, on and used in
connection with said leases, such well, personal property and the well equipment being
hereinafter collectively called “said wells”.



     The interests in said leases as herein conveyed to Assignee shall be subject to all
enforceable contracts affecting the said leases and wells, including agreements for the sale
or purchase of oil, gas, and other hydrocarbons; processing agreements; division orders;
unit agreements; operating agreements; and other contracts and agreements arising out of,
connected with, or attributable to production from the said leases and wells.



     This Partial Assignment and Bill of Sale is subject to the terms and provisions of that
certain unrecorded letter agreement dated June 5, 2009, between Drain Oil Company and NYTEX
Petroleum, Inc., as heretofore amended and supplemented. Except as expressly provided in
said unrecorded letter agreement, operations on the leases covered hereby, and the extent
and duration thereof, shall be within the judgment and discretion of Assignee, its
successors and assigns. It is further agreed that the Assignor and Assignee will execute
such further assurances as may be requisite for the full and complete enjoyment of the
rights herein granted.



     All ad valorem taxes levied against said leases and wells shall be prorated and paid by
the parties hereto as of the Effective Date of this assignment. Assignee will be liable for
and agrees to



 









 






pay all sales taxes or recording fees due as a result of this Partial Assignment and Bill of Sale.



     All covenants and agreements in this Partial Assignment and Bill of Sale shall be binding
and inure to the benefit of the heirs, successors, and assigns of Assignor and Assignee; are
covenants running with the land; and are effective as stated, whether or not the covenants and
agreements are memorialized in assignments and other conveyances executed and delivered by the
parties and their respective heirs, successors, and assigns from time to time.



     This assignment is executed and delivered to Assignee WITHOUT WARRANTY OF TITLE EITHER
EXPRESS OR IMPLIED, EXCEPT BY, THROUGH AND UNDER ASSIGNOR, BUT NOT OTHERWISE.



     This Partial Assignment and Bill of Sale shall be effective, for all purposes as of 7:00
o’clock a.m., August 1, 2009.



     EXECUTED by Assignor and accepted by Assignee on the dates shown below in their respective
acknowledgments, but to be effective as stated above. To facilitate the recording of this
instrument in the appropriate counties, this instrument may be executed in one or more multiple
counterparts, each of which shall be deemed an original document, and all of which when taken
together shall constitute a single instrument.



	 	 	 	 	 
	 	ASSIGNOR:

 	 
	 	/s/ Kevin Audrain
 	 
	 	Kevin Audrain d/b/a Drain Oil Company 	 
	 
	 	 	 
	 	                                                     /s/ Lori Audrain
 	 
	 	Lori Audrain d/b/a Drain Oil Company 	 
	 	 	 
	 
	 	ASSIGNEE:




NYTEX PETROLEUM, INC.

 	 
	 	By:  	/s/ Jason Lacewell
 	 
	 	 	Jason Lacewell 	 
	 	 	Vice President 	 
	 



ACKNOWLEDGMENTS




	 	 	 
	THE STATE OF TEXAS

	 	§
	COUNTY OF DALLAS

	 	§






     This instrument was acknowledged before me on 31 day of July 2009, by
KEVIN AUDRAIN and LORI AUDRAIN.


MY COMMISSION EXPIRES:




	 	 	 	 	 
	 	 	 
	 	 /s/ Georgianna Hanes
 	 
	 	Notary Public in and for the State of Texas 	 
	 	 	 
	 








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	THE STATE OF TEXAS

	 	§
	COUNTY OF DALLAS

	 	§






     This
instrument was acknowledged before me on this 31 day of July 2009, by JASON
LACEWELL, as Vice President of NYTEX PETROLEUM, INC., a Delaware Corporation.


MY COMMISSION EXPIRES:




	 	 	 	 	 
	 	 	 
	 	 /s/ Georgianna Hanes
 	 
	 	Notary Public in and for the State of Texas 	 
		 	 
	 





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EXHIBIT “A”




     Attached to and made a part of Partial Assignment and Bill of Sale effective August 1, 2009, from DRAIN OIL COMPANY, Assignor, to NYTEX
PETROLEUM, INC., Assignee





     Oil, Gas and Mineral Lease dated June 2, 1936, from John C. Burns and E. B. Morgan Executors
and Trustees of the Estate of S. B. Burnett, Deceased, and Chas. H. Harris, W. H. Slay, and Mrs.
Ollie Lake Burnett, Trustees of the Mary Couts Burnett Trust, as Lessors, to J. M. Huber
Corporation, as Lessee, recorded in Volume 62, Page 560, of the Deed Records of Carson County,
Texas and Volume 72, Page 520, Deed Records of Hutchinson County, Texas, as amended by instrument
dated August 1, 1974, recorded in Volume 161, Page 686, of the Deed Records of Carson County,
Texas and Volume 403, Page 545, of the Deed Records of Hutchinson County, Texas, INSOFAR AND ONLY
INSOFAR as said lease covers the W/2 E/2 of Section 127, Block 5, I&GN RR Co. Survey, Carson and
Hutchinson Counties, Texas



     Oil, Gas and Mineral Lease dated July 23, 1971, from Gladys Smith et al, as Lessors, to
Richome Oil and Gas Company, as Lessee, recorded in Volume 232, Page 297, of the Deed Records of
Moore County, Texas and covering the Southwest quarter of Section No. 32, Block PMC, EL&RR Co.
Survey, Moore County, Texas



     Oil, Gas and Mineral Lease dated July 23, 1971, from A. E. Herrmann Corporation, as Lessor, to
Richome Oil and Gas Company, as Lessee, recorded in Volume 232, Page 294, of the Deed Records of
Moore County, Texas and covering the Southwest quarter of Section No. 32, Block PMC, EL&RR Co.
Survey, Moore County, Texas




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