ex10-1.htm


    Exhibit
10.1

    ASSIGNMENT

    


    


    This ASSIGMENT is made and entered into
by and between Ridgelake Energy, Inc., a Louisiana corporation, whose mailing
address is 3636 N. Causeway Blvd., Suite 300, Metairie, Louisiana 70002-7216,
Offset Leo LLC, a Delaware limited liability company, whose mailing address is
3500 Washington Ave., Suite 200, Houston, TX 77007, and South Marsh LLC, a
Delaware corporation, whose mailing address is 3500 Washington Ave, Suite 200,
Houston TX 77007.  (Ridgelake Energy, Inc. is sometimes hereinafter
referred to as “ASSIGNOR.”  Offset Leo LLC and South Marsh LLC are
sometimes hereinafter jointly referred to as “ASSIGNEE.”)

    


    


    W I T N E S S E T
H:

    


    


    THAT,
WHEREAS, ASSIGNOR is the owner of an undivided interest in that certain Oil and
Gas Lease dated effective June 1, 2005, by and between the United States of
America, as Lessor, and Ridgelake Energy, Inc., as Lessee, bearing Serial No.
OCS-G 27089, covering all of Block 138, South Marsh Island Area, South Addition,
OCS Leasing Map, Louisiana Map No. 3C, and containing approximately 5,000 acres
(sometimes hereinafter referred to as the “Lease” or “OCS-G 27110”);
and

    


    WHEREAS, ASSIGNOR now desires to
transfer, convey, deliver and assign to ASSIGNEE eighty percent (80%) of the
record title interest in the Lease, which interest is to be conveyed fifty
percent (50%) to Offset Leo LLC and fifty percent (50%) to South Marsh
LLC.

    


    NOW, THEREFORE, for good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
ASSIGNOR does hereby transfer, convey, deliver and assign to Offset Leo LLC an
undivided forty percent (40%) of the record title interest in the Lease, and to
South Marsh LLC. an undivided forty percent (40%) of the record title interest
in the Lease.

    


    TO HAVE AND TO HOLD said undivided
interest to ASSIGNEE, their successors and assigns forever, subject to the
following terms and conditions:

    


    1.  This Assignment is
subject to approval by the Minerals Management Service, United States Department
of the Interior and, upon such approval, record title ownership in OCS-G 27089,
all oil and gas resources, except helium gas, that are obtained from or
attributable to the Lease shall be owned as follows:

    


    
      	
              Ridgelake
      Energy, Inc.

            	10.00	%
	
              Fidelity
      Exploration & Production Company

            	10.00	%
	
              Offset
      Leo LLC

            	40.00	%
	
              South
      Marsh LLC

            	40.00	%
	
               Total:
      

            	
              100.00%

            


    

    


    2.  It is acknowledged that
ASSIGNEE is not currently qualified by the Minerals Management Service, United
States Department of the Interior, to own any oil and gas lease of submerged
lands under the Outer Continental Lands Act.  Until such time as
appropriate documents have been filed with and approved by the Minerals
Management Service, record title to the interest conveyed hereunder to ASSIGNEE
shall remain with ASSIGNOR for the benefit of ASSIGNEE.  At such time
as ASSIGNEE is qualified with the Minerals Management Service and is granted a
Gulf of Mexico qualification number, the parties agree to execute and file such
forms as are necessary to have this Assignment approved by the Minerals
Management Service.  Furthermore, it is understood and agreed that all
cost and expense to record this Assignment and to otherwise file this Assignment
with the Minerals Management Service for their approval shall be solely borne by
ASSIGNEE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  This
Assignment is subject to the terms of that certain Offshore Operating Agreement
dated effective December 13, 2006, by and between Ridgelake Energy, Inc. and
Fidelity Exploration & Production Company.  ASSIGNEE acknowledges
the aforesaid Offshore Operating Agreement and agrees that all operations and
accounting relevant to the Lease shall be conducted in accordance with the terms
thereof.

    


    4. This Assignment is based on the
assumption that ASSIGNOR owns an undivided ninety percent (90%) interest in
OCS-G 27089.  Therefore, in the event that ASSIGNOR’S interest in the
Lease covers less than an undivided ninety percent (90%) interest in the land
and or waterbottoms described therein, or any portion thereof, then the interest
herein conveyed shall be proportionately reduced and shall be owned by ASSIGNEE
in the proportion that the ownership of ASSIGNOR in the Lease bears to the
actual ownership by ASSIGNOR in the lands and or waterbottoms covered
thereby.

    


    5. The provisions of this Assignment
shall be deemed covenants running with OCS-G 27089 and the lands and or
waterbottoms covered thereby, and shall extend to and be binding upon the
successors and assigns of ASSIGNOR and ASSIGNEE.

    


    6. This Assignment is expressly made
subject to the terms, provisions and conditions of OCS-G 27089.  In
addition, it is understood and agreed that this Assignment is made without any
express or implied warranty whatsoever, including without limitation warranty of
title (except warrant of title by, through and under ASSIGNOR, but not
otherwise), merchantability, or fitness for a particular purpose or any other
warranty whatsoever.

    


    7.  ASSIGNEE accepts this
Assignment subject to all royalty and overriding royalties that burden the Lease
as of the effective date of this Assignment.  In particular, ASSIGNEE
acknowledges that OCS-G 27089 is burdened with the following royalties and
overriding royalties: (a) a 16.66667% royalty payable to the United States of
America under the terms of the Lease, (b) a three and one-third percent of
eight-eighths (3.33333% of 8/8ths) overriding royalty interest that was granted
to Beacon Exploration and Production Company, L.L.C. by Ridgelake Energy, Inc.,
pursuant to the terms of that certain Assignment of Overriding Royalty Interest
executed by the parties thereto on December 12, 2005, and (c) Overriding Royalty
Interests in the amount of 1/3rd of 1.0%
of 8/8ths. each (a total of 1.0% of 8/8ths) granted by ASSIGNOR pursuant to that
certain unrecorded Conveyance of Overriding Royalty dated December 13, 2006,
each payable to (1) Petrosand Energy, L.L.C., (2) Digwell Energy, L.L.C. and (3)
Delta Oil and Gas, L.L.C.

    


    8.  In addition to the
burdens referenced in Article 7 hereinabove, ASSIGNOR hereby reserves unto
itself an additional four percent of eight-eighths (4.0% of 8/8ths) overriding
royalty interest which shall attach to all oil, gas, and other minerals which
are allocated to the ownership interest assigned under the terms of this
Agreement to ASSIGNEE and which are obtained from or allocated to the
Lease.  The overriding royalty interest reserved unto ASSIGNEE shall
be proportionately reduced to the
extent that ASSIGNOR has herein assigned to ASSIGNEE less than the entire
working interest in the Lease.  The overriding royalty interest
hereunder reserved unto ASSIGNOR shall be free of drilling and operating
expenses, but shall bear its proportionate part of severance and production
taxes.  In addition, the said overriding royalty reserved herein by
ASSIGNOR shall be determined, computed and paid or delivered to Ridgelake
Energy, Inc. in the same manner provided for payment of Lessor’s royalty under
the terms of the Lease.

     

    
      9.  It is recognized that the
burdens elaborated in Article 7 herein are “Permitted Encumbrances” under the
terms of the Offshore Operating Agreement referenced hereinabove in Article
3.  However, ASSIGNEE specifically acknowledges that the overriding
royalty elaborated in Article 8 is not a “Permitted Encumbrance” under the terms
of the said Offshore Operating Agreement.



    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, this Assignment is
executed this 29th day of September, 2008, but effective for all purposes June
1, 2008.

    


    


    WITNESSES:

    


    
      	 
      	
              ASSIGNOR:

            
	 
      	 
      
	 
      	
              Ridgelake
      Energy, Inc.

            
	 
      	 
      
	
              /s/
      Kim D. Dodgen

            	 
      
	Kim
      D. Dodgen	 
      
	 
      	
               By:
      /s/ Frank J. Cangelosi,
      Jr.

            
	
              /s/
      Tina
    Deidrich

            	
                     
      Frank J. Cangelosi, Jr.

            
	Tina
      Deidrich	
                     
      Secretary & Treasurer

            


    

    


    


    WITNESSES:

    


    
      	 
      	
              ASSIGNEE:

            
	 
      	 
      
	 
      	
              Offset
      Leo LLC

            
	 
      	 
      
	
              /s/
      Pauline
    Jacobs

            	 
      
	Pauline
      Jacobs	 
      
	 
      	
               By:
      /s/ Franciscus Adrianus
      Jacobs

            
	
              /s/
      Kerry
    Cottreau

            	
              Name:
      Franciscus Adrianus Jacobs

            
	Kerry
      Cottreau	
              Sole
      Director, President and Corporate Secretary

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              South
      Marsh LLC

            
	 
      	 
      
	
              

                /s/
      Pauline
      Jacobs

              

            	 
      
	Pauline
      Jacobs	 
      
	 
      	
               By:
      /s/ Franciscus Adrianus
      Jacobs

            
	
              /s/
      Kerry
    Cottreau

            	
              Name:
      Franciscus Adrianus Jacobs

            
	Kerry
      Cottreau	
              President

            


    

    


    
      
        
        

      

      
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    ACKNOWLEDGEMENT

    


    STATE OF
LOUISIANA

    PARISH OF
JEFFERSON

    


    BEFORE ME, the undersigned Notary
Public, on this day personally came and appeared William M. Hines,
being by me duly sworn and known to me to be the person whose name is subscribed
to the foregoing instrument as Vice President of
Ridgelake Energy,
Inc., a Louisiana corporation, and acknowledged to me that he executed
the same by authority of the board of directors of said corporation, for the
purposes and consideration therein expressed, in the capacity therein stated and
as the free act and deed of said corporation.

    


    GIVEN UNDER MY HAND AND SEAL
this 29th day of September, 2008.

    
 

    
      
        	 
      	
                /s/
      Herbert W. Christenberry

              
	 	
                                   NOTARY
      PUBLIC

              


      

    

    


    


    


    


    ACKNOWLEDGEMENT

    


    PROVINCE
OF BRITISH COLUMBIA

    


    BEFORE ME, the undersigned Notary
Public, on this day personally appeared Franciscus Adrianus
Jacobs  being by me duly sworn and known to me to be the person whose
name is subscribed to the foregoing instrument as Sole Director, President and
Corporate Secretary of Offset Leo LLC, a
Delaware limited liability company, and acknowledged to me that he executed same
by authority of the board of directors of said company, for the purposes and
consideration therein expressed, in the capacity therein stated and as the free
act and deed of said company.

    


    GIVEN UNDER MY HAND AND SEAL
this 16th day of October, 2008.

    


    


    
      	 
      	
              /s/
      Patricia N. Fedewich

            
	 	
                                 NOTARY
      PUBLIC

            


    

    


    


    


    


    ACKNOWLEDGEMENT

    


    PROVINCE
OF BRITISH COLUMBIA

    


    BEFORE ME, the undersigned Notary
Public, on this day personally appeared Franciscus Adrianus Jacobs, being by me
duly sworn and known to me to be the person whose name is subscribed to the
foregoing instrument as President  of
South Marsh
LLC, a Delaware corporation, and acknowledged to me that he executed same
by authority of the board of directors of said corporation, for the purposes and
consideration therein expressed, in the capacity therein stated and as the free
act and deed of said corporation.

    


    GIVEN UNDER MY HAND AND SEAL
this 16th day of October, 2008.

    


    
      


      
        	 
      	
                /s/
      Patricia N. Fedewich

              
	 	
                                   NOTARY
      PUBLIC

              


      

      
         

        
          
          

        

        
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