f8k0712ex10vi_stratex.htm


Exhibit 10.6


 





 


KNOW ALL MEN BY THESE PRESENTS:


 


That, Sage Oil & Gas Co., whose address is 4319 Palisades Park, Billings, Montana 59106, herein called "Assignor," in consideration of Ten Dollars ($10.00) and other good and valuable consideration to it in hand paid, the receipt and sufficiency of which are hereby acknowledged, does hereby ASSIGN, TRANSFER, SELL, SET OVER and CONVEY unto Stratex Oil and Gas, Inc., with offices at 30 Echo Lake Road, Watertown, Connecticut 06795, its successors and assigns, hereinafter referred to as "Assignee', all of Assignor's right, title and interest in and to those certain Oil and Gas Leases located in Golden Valley County, North Dakota. (sometimes hereinafter the "Leases" or "Fee Leases" or "Federal Leases"), more particularly identified and described on attached Exhibit A.


 


Assignor reserves unto itself, its successors and assigns, an overriding royalty interest equal to the difference between existing burdens and 18.5% on the fee Leases and equal to the difference between existing burdens and 16.0% on the federal Leases, in and to all of the oil, gas and other hydrocarbons produced, saved and sold from the interests assigned hereunder in the Leases during the terms thereof including any extensions or renewals thereof. Any Leases acquired by Assignee its successors or assigns within two years of the termination of any of the Leases shall be deemed an extension or renewal lease for purposes under this provision insofar as the renewal or extension lease covers acreage transferred hereunder.


 


It is the intent of the parties that Assignee receive a proportionately reduced 81.5% net revenue interest on the Fee Leases and a proportionately reduced 84.0% net revenue interest on the Federal Leases.


 


Said overriding royaltv interests shall be inclusive or all existing royalties of record at the time of Closing and lessor's royalty, and shall be free of all development, production and operating expenses and shall be computed and valued in the same manner and shall be subject to the same allowable deductions and operating costs as would a federal royalty; except, however, said interest shall bear and pay currently its portion of gross production taxes, pipeline taxes, and all other taxes assessed against the gross production subject to said overriding royalty interest. It is agreed that nothing herein contained shall impose upon the Assignor, its successors or assigns, any duty or obligation to develop or operate the property covered by the Leases for oil, gas or other hydrocarbons, nor to maintain the Leases in effect by the payment of delay rentals or other means.


 




  





  











  






 




	
Assignment of Oil and Gas Leases 


Sage Oil & Gas Co., Assignor


Stratex Oil and Gas. Inc,. 


Assignee Golden Valley County, North Dakota


Page 2 of 4

	
99853 Fee: 496.00 Page 2 of 17


Golden Valley Counry, Filed 8/12/2011 at 11:12 AM 


RETURN TO: ROBERT PRIGGE, ATTORNEY AT LAW


PO BOX 1457ELLINGSMT59103







 


In the event the Leases and the lands covered thereby, or any part thereof, are pooled or consolidated with other lands and leases into voluntary units, or into units as established by any governmental authority having jurisdiction. and if said Leases or any part thereof pooled accordingly, then the overriding royalty interest herein reserved shall be reduced in the proportion that the acreage burdened by said overriding royalty interest bears to all the acreage included in any such pooled unit.


 


In the event the Leases covers less than the entire fee simple mineral interest or if Assignor owns less than 100% of the leasehold working interest in the Leases, the overriding royalty interest herein reserved shall be reduced proportionately.


 


Assignee acknowledges it is sophisticated in the evaluation, purchase, ownership and operation of oil and gas interests. Assignee has had the opportunity to review all lease and title information in Assignor's possession, and in making its decision to enter into this Assignment and to consummate the transactions contemplated hereby. Assignee has relied or shall rely solely on its own investigation and evaluation of the interests assigned herein and has satisfied or shall satisfy itself through its own due diligence as to all title, environmental and contractual arrangements and other matters affecting the interests herein assigned.


 


Except as expressly warranted, represented or covenanted otherwise in this assignment, without limiting the generality or the foregoing. Assignor expressly disclaims any representation or warranty, express or implied, as to Assignor's title to any of the interests assigned herein, it being expressly understood and agreed by the parties that Assignee shall be deemed to be obtaining the title to the interests assigned herein in its present status, with all faults or defects (know or unknown, latent, discoverable or undiscoverable).


 


Separate assignments of the federal Leases shall he executed on approved forms by Assignor to Assignee, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Said assignments shall be deemed to contain all of the exceptions, reservations, rights, titles, power and privileges set forth herein as fully as though the same were set forth in each such assignment. The interests conveyed by any such separate assignments are the same and not in addition to, the Leases conveyed herein,


 


This Assignment shall be subject to the terms, provisions, and conditions of that certain Purchase and Sale Agreement dated June 23, 2011, by and between Sage Oil & Gas Co and Stratex Oil and Gas, Inc.


 


This Assignment is also subject to the terms, provisions, and conditions of that certain Purchase and Sale Agreement dated June 25, 2011, by and between Codak Land


 




  





  











  




 




	
Assignment of Oil and Gas Leases 


Sage Oil & Gas Co., Assignor


Stratex Oil and Gas. Inc,. 


Assignee Golden Valley County, North Dakota


Page 3 of 4

	
99853 Fee: 496.00 Page 2 of 17


Golden Valley Counry, Filed 8/12/2011 at 11:12 AM 


RETURN TO: ROBERT PRIGGE, ATTORNEY AT LAW


PO BOX 1457ELLINGSMT59103









 


Company, LLC and Sage Oil & Gas Co., Inc., including, without limitation, benefit of the reservation contained in Section 7, thereof under which Codak Land Company, LLC specifically retains all rights in and liability for the Northrop #1-25 Well. located in the SWNW of Section 25-136N-106W. Golden Valley County, North Dakota.





 


Assignor makes no representation or warranty of title, either express or implied, except by, through or under Assignor, but not otherwise.


 


This instrument and all the terms, covenants, conditions and reservations herein contained shall be binding upon and inure to the benefit of Assignor and Assignee, their respective successors and assigns, and shall be deemed covenants running with the leasehold estate and interest assigned hereby.


 


IN WITNESS WHEREOF, Assignor has caused this instrument to be executed on the 28 day of July 2011.




 




	Assignor:	 	Assignee:	 
	 	 	 	 	 	 
	Sage Oil & Gas Co.	 	Stratex Oil and Gas, Inc.	 
	 	 	 	 	 	 
	By:	
/s/ John J. Kane

	 	By:	
/s/ Timothy L. Kelly

	 
	 	
John J. Kane

	 	 	
Timothy L. Kelly

	 
	 	
President

	 	 	
President

	 







 


 


AKNOWLEDGEMENT 



 


 


STATE OF MONTANA


 


COUNTY OF YELLOWSTONE


 


On this 28 day of July, 2011. before me personally appeared John J. Kane, to me personally known or who being by me duly sworn, did say that he is the President of Sage Oil & Gas Co., a Montana corporation, and said John J. Kane acknowledged said instrument to be the free act and deed of Sage Oil & Gas Co.




 




	Witness my hand and official seal.	 	 
	 	 	 	 
	
My commission expires:

	 /s/ Robert H. Prigge	 
	   7-16-2015	Notary Public	 	 
	 	Printed Name:	Robert H. Prigge	 
	 	 	 	 










 


 


 




  





  











  







 




	
Assignment of Oil and Gas Leases 


Sage Oil & Gas Co., Assignor


Stratex Oil and Gas. Inc,. 


Assignee Golden Valley County, North Dakota


Page 4 of 4

	
99853 Fee: 496.00 Page 2 of 17


Golden Valley Counry, Filed 8/12/2011 at 11:12 AM 


RETURN TO: ROBERT PRIGGE, ATTORNEY AT LAW


PO BOX 1457ELLINGSMT59103









 


STATE OF MONTANA


 


COUNTY OF YELLOWSTONE


 


On this 28 day of July, 2011. before me personally appeared Timothy L. Kelly, to me personally known or who being by me duly sworn, did say that he is the President of Sage Oil & Gas Inc., a Delaware corporation, and said Timothy L. Kelly acknowledged said instrument to be the free act and deed of Sage Oil & Gas Inc.




 



	Witness my hand and official seal.	 	 
	 	 	 	 
	
My commission expires:

	 /s/ Robert H. Prigge	 
	   7-16-2015	Notary Public	 	 
	 	Printed Name:	Robert H. Prigge	 
	 	Address:	PO Box 1457	 
	 	 	Billings, MT 59103