ASSIGNMENT AND BILL OF
SALE
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COMMONWEALTH
OF KENTUCKY
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COUNTY OF
FAYETTE
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THIS ASSIGNMENT AND BILL OF SALE
(“Assignment”)
dated the 29 th day of September, 2009, but effective as of the
1st day of July, 2009, at 12:01 A.M. EST (“Effective
Time”) , is from CLASSIC OIL & GAS RESOURCES,
INC. , a Kentucky corporation, with its principal office
located at 416 W. Brannon Road, Nicholasville, KY 40356
("Assignor") to VELOCITY ENERGY PARTNERS LP , a
Delaware limited partnership, with its principal office located at
523 N. Sam Houston Parkway East, Suite 175, Houston,
TX 77060 (hereinafter referred to as
“Assignee” ).
IN CONSIDERATION OF the sum of one hundred dollars and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor hereby GRANTS, CONVEYS,
SELLS and ASSIGNS to Assignee all of its right, title
and interest, except as expressly excluded herein, in and to the
following assets (individually or collectively , "
Classic Assets "):
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A. (1)
50%
WORKING INTERESTS: Fifty Percent (50%) of Classic’s
working interests in the active, open, shut-in, or temporarily
abandoned (but not plugged and abandoned) proved, developed,
producing (“PDP”) oil or gas wells and proved,
developed, non-producing and behind pipe wells (“PDNP
& BP”), which Fifty Percent (50%) interests are set forth
and identified on the schedules attached hereto as Exhibits
A-1 and A-2 , respectively, and made a
part hereof, except for wells in which Summit Highwall Mining
Services, Inc. (“ Summit ”) has contracted with
Classic to purchase certain additional interests proportionate to
its respective working interest percentages, which wells are
identified on the schedule attached hereto as Exhibit A-3
and made a part hereof (“Summit Wells”) in which
Velocity will acquire 50% of Classic’s working interest
remaining after any such acquisition by Summit (
individually or collectively, such working interests identified on
Exhibits A-1, A-2, and A-3 constitute
the “50% Working Interests”) ; and
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(2) 100% WORKING
INTERESTS: One Hundred Percent (100%) of
Classic’s working interests in the active, open, shut-in, or
temporarily abandoned (but not plugged and abandoned) proved,
developed, producing (“PDP”) oil or gas wells and
proved, developed, non-producing and behind pipe wells (“PDNP
& BP”) identified on the schedules attached hereto as
Exhibit A-4 and A-5, ( individually or collectively,
such working interests constitute the “100% Working
Interests” and the 100% Working Interests and the
50% Working Interests, individually or collectively,
constitute the “Acquired Working Interests”)
;
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B. OTHER
CONTRACTUAL OR PROPERTY RIGHTS AND OBLIGATONS:
In granting to
Velocity the Acquired Working Interests, the parties understand
that there shall also be conveyed to Velocity at Closing, and
Velocity shall assume, such contractual and property rights and
obligations as are derivative from post-Effective Date
ownership of the Acquired Working Interests, to the extent Classic
would have received or assumed such contractual and property rights
and obligations had it retained, and not conveyed, such Acquired
Working Interests (exclusive of, but not limited to (i) any
contractual or property rights and obligations as operator of the
Wells relating to the 50% Working Interests, to the extent such may
be deemed derivative from such 50% Working Interests (under which
Classic shall continue as the sole operator), (ii) contractual or
property rights and obligations as operator of the Wells relating
to the 100% Working Interests, to the extent such may also be
deemed derivative from such 100% Working Interests (under which
Classic shall not continue as the operator but cannot convey the
such contractual or property rights and obligations); (iii) any
other contractual or property rights and obligations derived from
being the operator of any Wells relating to the Acquired Working
Interests, to the extent such may also be deemed derivative from
such Acquired Working Interests and (iv) any contractual or
property rights and obligations to the extent such was earned by,
accrued to the benefit of or was transferred to Classic prior to
the Effective Date), as well as such contractual or property rights
and obligations more fully described in Paragraph 7 of the LOI
described in Paragraph 5 below (individually or collectively, the
“ Other Contractual or Property Rights and Obligations
”); and
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C.
DOCUMENTATION AND DATA: All originals (with
respect to 100% Working Interests) or copies (with respect to 50%
Working Interests) of its contracts, licenses, permits, seismic and
other technical data, maps, logs, well files, books and records,
and other information and materials relating to such Acquired
Working Interests (collectively, the “Documentation
and Data”) .
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Individually or collectively, the 50% Working
Interests, the 100% Working Interests, the Other
Contractual or Property Rights and Obligations and the
Documentation and Data constitute the “Classic
Assets” , all of which shall conveyed at the Closing (the
"Transaction" ) free and clear of all liens and
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