Partial Assignment of Oil and Gas Leases


 Exhibit 10.2 
 PARTIAL ASSIGNMENT OF OIL AND GAS LEASES 
  

									
	STATE OF LOUISIANA	  	§	  		  		  	
		  	§	  		  	KNOW ALL MEN BY THESE PRESENTS, THAT:
	PARISH OF IBERIA	  	§	  		  		  	

 This Partial Assignment of Oil and Gas Leases (“Assignment”) is made by CGM, LP, a
Delaware limited partnership (“Assignor”), whose address is 3050 Post Oak Boulevard, Suite 850, Houston, Texas, 77056, in favor of Contango Operators, Inc., a Delaware corporation (“Assignee”), whose address is 3700 Buffalo
Speedway, Suite 960, Houston, Texas, 77098. 
 WHEREAS, Assignor is the present owner and holder of working interests in those certain oil
and gas leases as more fully described in Exhibit “A” attached hereto and made a part hereof (the “Leases”). 
 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor does hereby and by these presents GRANT, BARGAIN, SELL, TRANSFER, SET OVER AND ASSIGN unto Assignee, subject to the
further provisions hereof, an undivided 4.07452% working interest in and to each of the Leases, a like interest in and to any and all wells, caissons, platforms, pipelines, facilities, equipment and related assets appurtenant to each of the Leases,
and a like interest in all oil, gas and/or condensate produced therefrom (collectively, the “Assigned Interests”). 
 TO HAVE AND
TO HOLD the Assigned Interests unto Assignee and its successors and assigns forever, together with all rights and privileges appurtenant thereto. Assignor specially warrants title to the Assigned Interests as to all claims by, through and under it
but not otherwise. 
 Assignment and the Assigned Interests conveyed herein are subject to the following: 
 1. All the terms and the express and implied covenants, obligations and conditions of the Leases, including, but not by way of limitation, the proper
plugging of any well bores, proper disposal with any wastes or transfer or assumption of any applicable permits, bonds, approvals and licenses, which terms, covenants, obligations and conditions the Assignee hereby assumes and agrees to perform with
respect to the Assigned Interests; and 
 2. The terms and provisions of the contracts, agreements and assignments identified on Exhibit
“B” (collectively, the “Contracts”) attached hereto and made a part hereof for all purposes, and Assignee, to the extent of the Assigned Interests agrees to be bound by and assumes all of its respective obligations under and
pursuant to each of the Contracts, including, without limitation, a proportionate share of the overriding royalty interests provided for in the Contracts to the extent same apply to the Assigned Interests; 
 3. To the extent not described on Exhibit “B” hereto, all assignments, conveyances, liens or agreements of record in the offices of the State
Mineral Board of the State of Louisiana or in the public records of Iberia Parish, Louisiana. 
  


					
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 From and after the Effective Date (as defined hereafter), all operations conducted by Assignee with
respect to the Leases shall be conducted in accordance with the terms and conditions of the Leases and in compliance with all applicable orders, laws, ordinances, rules and regulations of federal, state and other governmental agencies having
jurisdiction over the lands covered by the Leases. 
 Assignor and Assignee agree to execute such other documents as may be reasonably
necessary in order that this Assignment, or such governmental transfer form as may have been executed by the parties in connection herewith, can be approved by the appropriate governmental authority having jurisdiction, and to execute such
governmental forms as may be required of Assignee by such governmental authority to designate Contango Operators, Inc. as the current operator of the Lease. 
 This Assignment shall bind and inure to the benefit of and be binding upon Assignor and Assignee and their respective successors and assigns. 
 This Assignment is made subject to the approval of the State Mineral Board of the State of Louisiana. 
 [Signature Page Follows] 
  


					
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 IN WITNESS WHEREOF, this Assignment is executed as of this 3rd day of January, 2008, but effective for
all purposes as of January 1, 2008 (“Effective Date”). 
  

									
				
	WITNESSES:	 		 		  	CGM, LP
		 		 		  	By: CGM GP, LLC, its General Partner
	  
	 		  		 	
					
	Printed Name:	 	  
	 		  	By:	 	 /s/ Mark S. Muller

				
	  
	 		  	Name:	 	 Mark S. Muller

					
	Printed Name:	 	  
	 		  	Title:	 	 Manager

			
	WITNESSES:	 		  	Contango Operators, Inc.
			
	  
	 		  	
					
	Printed Name:	 	  
	 		  	By:	 	 /s/ Kenneth R. Peak

				
	  
	 		  		 	Kenneth R. Peak
					
	Printed Name:	 	  
	 		  		 	Chairman & Secretary

  


					
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	STATE OF TEXAS	  	§	  		  	
		  	§	  		  	
	COUNTY OF HARRIS	  	§	  		  	

 I,
                                        ,
a Notary Public in and for said County and State, hereby certify that
                                        ,
whose name as                      of CGM GP, LLC, the General Partner of CGM, LP, is signed to the foregoing instrument, and who is known to
me, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such officer, and with full authority, executed the same voluntarily for and as the act of said company. 
 Given under my hand and official seal, this      day of             ,
200    . 
  

											
	My Commission Expires:	  		  	  
	  	
	  
	  		  	Notary Public in and for the State of Texas


							
				
	STATE OF TEXAS	  	§	  		  	
		  	§	  		  	
	COUNTY OF HARRIS	  	§	  		  	

 I,
                                        ,
a Notary Public in and for said County and State, hereby certify that Kenneth R. Peak, whose name as Chairman & Secretary of Contango Operators, Inc., is signed to the foregoing instrument, and who is known to me, acknowledged before me on
this day that, being informed of the contents of said instrument, he, as such officer, and with full authority, executed the same voluntarily for and as the act of said company. 
 Given under my hand and official seal, this      day of             , 200    . 
  

											
	My Commission Expires:	  		  	  
	  	
	  
	  		  	Notary Public in and for the State of Texas

  


					
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 EXHIBIT “A” 
 LEASES 
 The following described Leases, INSOFAR AND ONLY INSOFAR as said Leases affect depths from
the surface down to the stratigraphic equivalent of 15,753’ TVD as seen in the Contango Operators, Inc. State Lease No. 18640 #1 well, API #17709203750000, to-wit: 
  

			
	Lease No. 1:	  	State Lease 18640 dated July 13, 2005, by and between the State Mineral Board of the State of Louisiana, acting under said authority for and in behalf of the State of Louisiana, as
Lessor, and Republic Exploration LLC, as Lessee, covering a portion of Tract 37505, being a portion of Blocks 10 and 11, Eugene Island Area, Revised, Iberia Parish, Louisiana, as to the beds and bottoms of all water bodies belonging to the State of
Louisiana, containing approximately 474.53 acres, recorded in Book 1314, Page 200, File Number 2005-00010547 of the Clerk of Court’s office for Iberia Parish, Louisiana.
		
	Lease No. 2:	  	State Lease 18860 dated January 11, 2006, by and between the State Mineral Board of the State of Louisiana, acting under said authority for and in behalf of the State of Louisiana, as Lessor,
and Republic Exploration LLC, as Lessee, covering a portion of Tract 38027, being a portion of Block 6, Eugene Island Area, Revised, Iberia Parish, Louisiana, as to the beds and bottoms of all water bodies belonging to the State of Louisiana,
containing approximately 335.91 acres, recorded in Book 1325, Page 718, File Number 2006-00001837 of the Clerk of Court’s office for Iberia Parish, Louisiana.
		
	Lease No.3:	  	State Lease 19261 dated February 14, 2007, by and between the State Mineral Board of the State of Louisiana, acting under said authority for and in behalf of the State of Louisiana, as
Lessor, and Republic Exploration LLC, as Lessee, covering a portion of Tract 38858, being a portion of Block 11, Eugene Island Area, Revised, Iberia Parish, Louisiana, as to the beds and bottoms of all water bodies belonging to the State of
Louisiana, containing approximately 51.65 acres, recorded in Book 1360, Page 776, File Number 2007-00003943 of the Clerk of Court’s office for Iberia Parish, Louisiana.

  


					
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	Lease No. 4:	  	State Lease 19266 dated February 14, 2007, by and between the State Mineral Board of the State of Louisiana, acting under said authority for and in behalf of the State of Louisiana, as
Lessor, and Republic Exploration LLC, as Lessee, covering a portion of Tract 38860, being a portion of Blocks 10, 11, 6 and 7, Eugene Island Area, Revised, Iberia Parish, Louisiana, as to the beds and bottoms of all water bodies belonging to the
State of Louisiana, containing approximately 1,436.26 acres, recorded in Book 1360, Page 789, File Number 2007-00003944 of the Clerk of Court’s office for Iberia Parish, Louisiana.
		
	Lease No. 5:	  	State Lease 19396 dated June 13, 2007, by and between the State Mineral Board of the State of Louisiana, acting under said authority for and in behalf of the State of Louisiana, as Lessor,
and Republic Exploration LLC, as Lessee, covering a portion of Tract 39095, being a portion of Block 11, Eugene Island Area, Revised, Iberia Parish, Louisiana, as to the beds and bottoms of all water bodies belonging to the State of Louisiana,
containing approximately 459.67 acres, recorded in Book 1371, Page 261, File 2007-00008536 of the Clerk of Court’s office for Iberia Parish, Louisiana.

  


					
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 EXHIBIT “B” 
 CONTRACTS 
  

	1.	Joint Operating Agreement executed by and between Contango Operators, Inc., as Operator, and Republic Exploration LLC, CGM, L.P., Olympic Energy Partners, LLC and Union Oil Company
of California, as Non-Operators, dated February 7, 2007, the provisions of which are incorporated herein by reference. 

  

	2.	Area of Mutual Interest Agreement (Eugene Island Area Block 10), by and between Contango Operators, Inc., Republic Exploration LLC, CGM, L.P., Olympic Energy Partners, LLC, and
Union Oil Company of California, dated February 7, 2007, the provisions of which are incorporated herein by reference. 

  

	3.	Assignment of Overriding Royalty Interest dated effective as of July 13, 2005, executed by Republic Exploration LLC in favor of Linda G. Ferszt, et al., conveying an overriding
royalty interest as more particularly described therein, pertaining to State Lease No. 18640. 

  

	4.	Assignment of Overriding Royalty Interest dated effective as of January 11, 2006, executed by Republic Exploration LLC in favor of Linda G. Ferszt, et al., conveying an
overriding royalty interest as more particularly described therein, pertaining to State Lease No. 18860. 

  

	5.	Assignment of Overriding Royalty Interest dated effective as of February 14, 2007, executed by Republic Exploration LLC in favor of Linda G. Ferszt, et al., conveying an
overriding royalty interest as more particularly described therein, pertaining to State Lease No. 19261. 

  

	6.	Assignment of Overriding Royalty Interest dated effective as of February 14, 2007, executed by Republic Exploration LLC in favor of Linda G. Ferszt, et al., conveying an
overriding royalty interest as more particularly described therein, pertaining to State Lease No. 19266. 

  

	7.	Assignment of Overriding Royalty Interest dated effective as of July 13, 2007, executed by Republic Exploration LLC in favor of Linda G. Ferszt, Dutch Royalty Investments Land
and Leasing, LP, Mark A. Stephens, Gary Clack and Contango Operators, Inc., conveying an overriding royalty interest as more particularly described therein, pertaining to State Lease No. 19396. 

  


					
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