Exhibit 10.4





 







Exhibit 10.4

 



ASSIGNMENT OF OVERRIDING ROYALTY INTERESTS

 


Petro
River Oil Corp (“Assignor”), for Ten Dollars and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, hereby transfers, assigns, sets over,
and delivers unto Petro Exploration Funding II, LLC, a New York
limited liability company (“Assignee”), an overriding
royalty interest equal to TWO PERCENT (2%) of 8/8ths in the oil,
gas and other hydrocarbon substances which may be produced, saved,
sold and marketed from the oil and gas leases described in Exhibit
A-1 and the Concession Agreement lands as defined and described in
Exhibit A-2 (collectively referred to herein as the
“Leases”), insofar as said Leases cover the lands
specifically described therein, said lands being situated in Osage
County, Oklahoma.

 


TO HAVE
AND TO HOLD the overriding royalty interests unto Assignee, its
respective successors and assigns forever, with warranty of title
by, through, and under the Assignor, but not otherwise. The
overriding royalty interests herein conveyed shall be subject to
the following provisions and conditions:

 

1. The overriding
royalty interests herein assigned shall be free and clear of and
from any and all costs and expenses of developing, operating,
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 interests 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 or to maintain the Leases in effect by the payment of
delay rentals.


2. In
the event Assignor owns less than the entire and undivided
leasehold estate in the lands covered by the Leases, or any of
them, the overriding royalty interests herein assigned shall be
reduced proportionately and shall be payable to Assignee in the
proportion which the leasehold interests owned by Assignor bear to
the entire and undivided oil, gas and mineral estates described
therein.

 


3. In
the event the Leases, or any of them, cover less than the entire
and undivided interest in the oil, gas and other minerals in the
lands covered by the Leases, the overriding royalty interests
hereby assigned shall be reduced proportionately and shall be
payable to Assignee in the proportion which the interests in the
oil, gas and other minerals in the lands covered by said Leases
bear to the entire and undivided interest in the oil, gas and other
minerals in and under said lands.

 


4.
Assignor shall have the right to pool the Leases and the lands
covered thereby, or any part thereof, with other lands and leases
into units, and if the Assignor shall so pool the Leases and the
lands covered thereby voluntarily, or if the Leases and the lands
covered thereby, or any part thereof, are pooled with other leases
and lands in order to form drilling and spacing units by any
governmental authority having jurisdiction, then the overriding
royalty interests herein assigned and conveyed shall be reduced in
the proportion which the acreage covered by the Leases bears to all
of the acreage included in any such pooled unit.

 


5. The
overriding royalty interests herein assigned shall attach and apply
to all of the Leases described in Exhibit A-1 and any renewals or
extensions thereof, and to any future Leases granted under the
Concession Agreement (as defined in Exhibit A-2) and any renewals
or extensions thereof.

 


 




 

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IN
WITNESS WHEREOF, this Assignment has been executed and delivered by
Assignor on the date of acknowledgement of signature below, but
shall be effective for all purposes as of November 6,
2017

 


	
 

	


PETRO
RIVER OIL CORP.


 


By:
__________________________


Stephen
Brunner


President








 


 


STATE
OF _________ )


COUNTY
OF ______)


 


Before
me, the undersigned, a Notary Public, in and for said County and
State, on November ____, 2017, personally appeared Stephen Brunner,
to me known to be the identical person who subscribed the foregoing
instrument as President of Petro River Oil Corp.

 




	
 

	
 

___________________________


Notary
Public









 


 


 


 


 




 

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EXHIBIT
A-1


Oil and
Gas Leases


 


 


See
attached

 




 

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EXHIBIT
A-2


Concession
Agreement Lands


 


All oil
and gas leases issued and to be issued to Assignor, its successors
and assigns, under and pursuant to the Lease Acquisition and
Exploration Agreement, made and entered into as of September 21,
2005, by and between the Osage Tribe of Indians of Oklahoma and
Spyglass Energy Group, LLC, as approved by Tribal Resolution No.
31-1240, as amended from time to time, covering the following
described lands, all situated in Osage County,
Oklahoma:


 


Range 6
East:


Township
26 North, Range 6 East: Section 1; Section 2 E/2; Section 11 NE/4;
Sections 12 and 13; Sections 24 and 25; Section 36 NE/4;
and


 


Township
27 North, Range 6 East: Sections 1 through 5; Section 6 N/2 and
SW/4; Section 8 N/2 and SE/4; Sections 9 through 15; Section 16 N/2
and SE/4; Section 21 NE/4; Sections 22 through 26; Section 27 E/2;
Sections 35 and 36; and


 


Township
28 North, Range 6 East: Sections 25 through 36; and


 


 Range
7 East:


 Township
25 North, Range 7 East: Sections 1 through 6; Section 7 E/2;
Sections 8 through 12; Section 13 W/2 and NE/4; Section 14; Section
15 NE/4; and


 


Township
26 North, Range 7 East: Sections 1 through 36; and


 


Township
27 North, Range 7 East: Sections 1 through 36; and


 


Township
28 North, Range 7 East: Sections 25 through 36; and


 


Range 8
East:


Township
25 North, Range 8 East: Sections 4 through 8; Section 18 NW/4;
and


 


Township
26 North, Range 8 East: Sections 3 through 9; Sections 16 through
21; Sections 28 through 33; and


 


Township
27 North, Range 8 East: Sections 5 through 8; Section 10; Section
15; Sections 17 through 22; Sections 24 and 25; Sections 27 through
34; and


 


Township
28 North, Range 8 East: Sections 30 and 31.


 




 

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