Attached files
file | filename |
---|---|
8-K - Vanguard Natural Resources, Inc. | form8-k.htm |
EX-99.1 - PRESS RELEASE DATED NOVEMBER 30, 2009 - Vanguard Natural Resources, Inc. | exhibit99-1.htm |
EX-99.2 - PRESS RELEASE DATED DECEMBER 4, 2009 - Vanguard Natural Resources, Inc. | exhibit99-2.htm |
EX-10.1 - EXHIBIT 10.1 - Vanguard Natural Resources, Inc. | exhibit10-1.htm |
EX-10.3 - EXHIBIT 10.3 - Vanguard Natural Resources, Inc. | exhibit10-3.htm |
Exhibit
10.2
LEASE
AMENDMENT AND
LEASE
ROYALTY CONVEYANCE AGREEMENT
This
LEASE AMENDMENT AND LEASE ROYALTY CONVEYANCE AGREEMENT (“Agreement”) is made
and entered into by and between Ben J. Fortson also
known as Benjamin J. Fortson,
trustee of the Mattie K. Carter Trust, and Ben J. Fortson, individually, Benco
Energy, Inc., Katherine Fortson Wynne, Karen Fortson Davis, and Lisa Fortson
Burton, each dealing in their separate property, Hannah E. Davis 2006 Trust,
David Paul Davis 2006 Trust a/k/a David P. Davis 2006 Trust, Katherine Rose
Davis 2006 Trust a/k/a Katherine R. Davis 2006 Trust, Wynne Children’s
Irrevocable Asset Trust f/b/o John R. Wynne II a/k/a Wynne Children’s
Irrevocable Asset Trust f/b/o John Robert Wynne II, Wynne Children’s Irrevocable
Asset Trust f/b/o Lisa Katherine Wynne a/k/a Wynne Children’s Irrevocable Asset
Trust f/b/o Lisa Wynne Trust, Wynne Children’s Irrevocable Asset Trust f/b/o
David Mitchell Wynne a/k/a Wynne Children’s Irrevocable Asset Trust f/b/o David
Mitchell Wynne Trust, and Burton Family Children’s
Trust (collectively the “Fortson Parties”),
and Vanguard Permian,
LLC (“Vanguard”).
WHEREAS, Ben J. Fortson also known as
Benjamin J. Fortson, Trustee of the Mattie K. Carter Trust, and Ben J. Fortson,
individually,
Benco Energy, Inc., Katherine Fortson Wynne, Karen Fortson Davis, and
Lisa Fortson Burton, each dealing in their separate property, (the “Fortson Lessors”),
are current lessors under those certain oil and gas leases described on Exhibit “A” hereto
(the “Leases”);
WHEREAS, Ben J. Fortson also known as
Benjamin J. Fortson, Trustee of the Mattie K. Carter
Trust, and Ben J. Fortson, individually, Benco Energy, Inc.,
Katherine Fortson Wynne, Karen Fortson Davis, and Lisa Fortson Burton, each
dealing in their separate property, Hannah E. Davis 2006 Trust, David Paul Davis
2006 Trust a/k/a David P. Davis 2006 Trust, Katherine Rose Davis 2006 Trust
a/k/a Katherine R. Davis 2006 Trust, Wynne Children’s Irrevocable Asset Trust
f/b/o John R. Wynne II a/k/a Wynne Children’s Irrevocable Asset Trust f/b/o John
Robert Wynne II, Wynne Children’s Irrevocable Asset Trust f/b/o Lisa Katherine
Wynne a/k/a Wynne Children’s Irrevocable Asset Trust f/b/o Lisa Wynne Trust,
Wynne Children’s Irrevocable Asset Trust f/b/o David Mitchell Wynne a/k/a Wynne
Children’s Irrevocable Asset Trust f/b/o David Mitchell Wynne Trust, and Burton
Family Children’s Trust (collectively the “Royalty Owners”) are
the current lessors and/or owners of the lessor’s royalties under the three oil
and gas leases described on Exhibit “B” hereto (the “Fortson 47
Leases”);
WHEREAS, Vanguard has entered into a
Purchase and Sale Agreement (the “PSA”) of even date
herewith, in order to acquire working interests in the Leases and the Fortson 47
Leases and this Agreement constitutes the “letter agreement” described in
Section 9.2 and 9.3 of the PSA;
WHEREAS, contingent upon, and
immediately after, the transfer of the working interest in the Leases to
Vanguard at the closing pursuant to the PSA (the “Closing”), Vanguard
and the Fortson Lessors have agreed to enter into one or more amendments of the
Leases, in the form attached hereto as Exhibit “C” (the
“Lease
Amendments”), in order to accomplish a reduction in the lessor’s royalty
burden in each of the Leases from one-quarter (1/4) to three-sixteenths
(3/16);
WHEREAS, contingent upon, and
immediately after, the Closing, the Royalty Owners have agreed to execute and
deliver the conveyance of royalty interests, in the form attached hereto as
Exhibit “D”
(the “Royalty
Deed”), conveying to Vanguard one-quarter (1/4) of the royalties the
Royalty Owners are currently entitled to under the Fortson 47
Leases.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and
confessed, the Fortson Parties and Vanguard agree as follows:
1. Execution and Delivery of
the Lease Amendments. At the Closing, immediately following
the transfer of the working interest in the Leases and the Fortson 47 Leases to
be transferred pursuant to the PSA, the Fortson Lessors shall execute and
deliver to Vanguard the Lease Amendments. Vanguard shall promptly
record the Lease Amendments in the appropriate deed records, and thereafter
deliver to the Fortson Lessors a recorded copy of the Lease
Amendments.
2. Execution and Delivery of
the Royalty Deed. At the Closing, immediately following the
transfer of the working interest in the Leases and the Fortson 47 Leases to be
transferred pursuant to the PSA, the Royalty Owners shall execute and deliver to
Vanguard the Royalty Deed in order to accomplish a reduction in the lessor’s
royalty burden (as to the Royalty Owners’ interest) in each of the Fortson 47
Leases from one-quarter (1/4) to three-sixteenths (3/16). Vanguard
shall promptly record the Royalty Deed in the appropriate deed records and
notify Cimarex Energy Co. of the transfer, and thereafter deliver to the Royalty
Owners a recorded copy of the Royalty Deed.
3. Payment. As
consideration for execution and delivery of the Lease Amendments and the Royalty
Deed, Vanguard will pay to the Fortson Parties, at Closing, the sum of Five
Million Six Hundred Sixty Eight Thousand Fifty Nine Dollars and No Cents ($5,668,059.00) by wire transfer
of immediately available funds into an account to be designated by the Fortson
Parties.
4. Agreements and
Acknowledgements by Royalty Owners. The Royalty Owners
acknowledge and agree with Vanguard as follows:
a)
|
All
notices to Royalty Owners and/or information to be provided to Royalty
Owners which are required or may be given under any Fortson 47 Lease may
be made jointly to the Royalty Owners at the following
address:
|
Fortson
Production Company
301
Commerce St., Suite 2900
Fort
Worth, Texas 76102
Attn: David
Frazier
Telephone: (817)
335-5641
Telecopy: (817)
336-4853
b)
|
The
Royalty Owners hereby waive any claims against Vanguard (but no other
working interest owners in the Fortson 47 Leases) for: (i) lack of consent
to the execution of any currently in place production sales contracts,
marketing contracts and other contracts applicable to the sale of oil or
the sale of gas produced from the lands covered by the applicable Fortson
47 Lease; or (ii) any claim asserting that the methodology for the
calculation of prices under such existing contracts does not reflect the
“market value” for purposes of the calculation of royalties under the
applicable Fortson 47 Lease.
|
c)
|
The
Royalty Owners hereby waive any claims against Vanguard (but no other
working interest owner in the Fortson 47 Leases) arising prior to the
Effective Date of this Agreement, asserting that royalties under any of
the Fortson 47 Leases have been improperly charged with deduction or cost
of gathering, transporting, separating, dehydrating, compressing or
otherwise in making the oil or gas ready for sale or use as prohibited by
the Fortson 47 Leases.
|
d)
|
Any
forfeiture described in each Fortson 47 Lease shall apply with respect to
the well for which the applicable sum has not been paid, and a portion of
the leased premises sufficient (a) to include the entire wellbore, (b) to
permit such well to produce with a full allowable, and (c) to make the
location of its entire wellbore in compliance with all applicable well
spacing and density rules of the Railroad Commission of Texas; such
portion of the leased premises shall be designated by the Royalty Owners
in their reasonable discretion.
|
e)
|
Each
Fortson 47 Lease is in full force and effect, and the Royalty Owners
ratify each Fortson 47 Lease as to all of its terms including those
contained herein, and agree that no default or breach has occurred under
any Fortson 47 Lease.
|
5. Further
Assurances. The Fortson Parties and Vanguard agree to execute
and deliver such other and further instruments, documents and assurances as
either of them may reasonably request of the other to effectuate the purpose and
intent of this agreement.
6. Ad-Valorem Tax
Issues. Ad valorem real property and personal property taxes
and assessments related to the interest conveyed in the Royalty Deed, and the
reduced lessor’s royalty burden accomplished by the Lease Amendments, shall all
be prorated as of October 1, 2009. All such prorations shall be
allocated so that those items relating to time periods ending on or prior
to October 1, 2009 shall be allocated to the Fortson Lessors in the case of the
Lease Amendments, and to the Royalty Owners in the case of the Royalty Deed, and
items relating to time periods beginning after October 1, 2009 shall be
allocated to Vanguard. The amount of all such prorations shall be
finally settled and paid at Closing based upon the most recent available tax
bill, tax notice or notification of appraised value.
7. Entire
Agreement. This Agreement
(including the exhibits hereto) contains the entire agreement between the
parties, and no oral statements or prior written matter not specifically
incorporated herein shall be of any force and effect. No variation,
modification, or changes hereof shall be binding on either party hereto unless
set forth in a document executed by all parties hereto.
8. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas without giving effect to any
choice of law or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of
Texas.
9. Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall, for all
purposes, be deemed an original, but which together shall constitute one and the
same instrument.
EXECUTED
and EFFECTIVE on this the 27 day of November, 2009.
FORTSON
PARTIES:
By: /s/ Ben J.
Fortson
BEN J.
FORTSON, INDIVIDUALLY
FORTSON PARTIES
(con’t):
/s/ Katherine Fortson Wynne
KATHERINE
FORTSON WYNNE
FORTSON PARTIES
(con’t):
BENCO
ENERGY, INC.
By: /s/ Ben J.
Fortson, III_____________
Ben J. Fortson, III, its
President
FORTSON PARTIES
(con’t):
/s/ Karen Fortson
Davis
KAREN
FORTSON DAVIS
FORTSON PARTIES
(con’t):
/s/ Lisa Fortson
Burton
LISA
FORTSON BURTON
FORTSON PARTIES
(con’t):
MATTIE
K. CARTER TRUST
By: /s/ Ben J.
Fortson
Ben J. Fortson, as Trustee
FORTSON PARTIES
(con’t):
HANNAH
E. DAVIS 2006 TRUST
By:_/s/ Ben J. Fortson,
III
Ben J. Fortson, III, as
Trustee
FORTSON PARTIES
(con’t):
KATHERINE
ROSE DAVIS 2006 TRUST
By:_ /s/ Ben J. Fortson,
III
Ben J. Fortson, III, as
Trustee
FORTSON PARTIES
(con’t):
DAVID
PAUL DAVIS 2006 TRUST
By:_ /s/ Ben J. Fortson,
III
Ben J.
Fortson, III, as Trustee
FORTSON PARTIES
(con’t):
WYNNE
CHILDREN’S IRREVOCABLE ASSET TRUST
F/B/O
JOHN R. WYNNE II
By: /s/ Mitchell S.
Wynne
Mitchell S. Wynne, as
Trustee
FORTSON PARTIES
(con’t):
WYNNE
CHILDREN’S IRREVOCABLE ASSET TRUST
F/B/O
LISA KATHERINE WYNNE
By:_ /s/ Mitchell S.
Wynne
Mitchell S. Wynne, as
Trustee
FORTSON PARTIES
(con’t):
WYNNE
CHILDREN’S IRREVOCABLE ASSET TRUST
F/B/O
DAVID MITCHELL WYNNE
By:
/s/ Mitchell S.
Wynne
Mitchell S. Wynne, as
Trustee
FORTSON PARTIES
(con’t):
BURTON
FAMILY CHILDREN’S TRUST
By: /s/ William K.
Burton
William K. Burton, as
Trustee
VANGUARD:
VANGUARD
PERMIAN, LLC.
By: /s/ Scott W.
Smith
Name:
Scott W.
Smith
Title:
Manager
EXHIBIT
“A”
[list
“Leases” to be amended]
Lease
#
|
Lessor
|
Lessee
|
Lease
Date
|
Vol.
/Page
|
Description
|
Benjamin
|
|||||
FEE-0002
|
Mattie
Kay Carter Trust, et al
|
Fortson
Oil Company
|
5/1/2003
|
740 /695
|
Tract
1: 526.64 acres, more or less, being all of Section No. 47, Scrap
File 7850, Ward County, Texas by re-survey determined to contain 766.64
acres, LESS AND
EXCEPT 80 acres covered by those two certain Oil, Gas and Mineral
Leases(“Pioneer and Parker & Parsley Leases”), one dated September 20,
1997, by and between Ben J. Fortson, Trustee, et al, Lessor, and Pioneer
Natural Resources USA, Inc., Lessee, recorded in Volume 663, Pages
681-688; and one dated July 18, 1997, by and between Benjamin J. Fortson,
Trustee, et al, Lessor, and Parker & Parsley Development, L.P., Lessee
recorded in Volume 662, Page 66-74 of the Deed Records, Ward County,
Texas, and LESS AND EXCEPT 80 acres
covered by that certain Oil and Gas Lease dated February 22, 1998, by and
between Ben J. Fortson, Trustee of the Mattie K. Carter Trust, Lessor, and
Ben J. Fortson, Individually, et al, Lessees, recorded in Volume 666, Page
573, of the Deed Records, Ward County, Texas, said 80 acres surrounding
the Fortson Oil Company Benjamin #3, located 660 feet from the northwest
line and 330 feet from the southwest line of Section 47, D. T. Johnson
Survey, Ward County, Texas, as described in that certain Correction of
Assignment and Bill of Sale dated August 7, 2003 from Benjamin J. Fortson,
Trustee, et al, to Fortson Oil Company, recorded in Volume743, Page 433,
Official Public Records, Ward County, Texas, and LESS AND EXCEPT the
south 80 acres, more or less, also known as the Fortson Tract, being those
acres not included in the “Pioneer and Parker and Parsley
Leases”, included in that certain Pooling Agreement and
Designation of Pooled Unit Fortson 47 Unit No. 1H Well (160-Acre Oil and
Gas Unit No. 1), dated effective February 6, 2008, by and between Cimarex
Energy Co., Fortson Oil Company, and Energen Resources Corporation,
recorded in Volume 837, Page 88, Official Public Records, Ward County,
Texas, limited INSOFAR AS
AND ONLY INSOFAR AS to the Interval Pooled as more fully described
therein.
Tract
2: 462.63 acres, more or less, out of Section 45, D. T. Johnson
Survey, Scrap 7849, Ward County, Texas.
|
Miller
|
|||||
FEE-0003
|
Mattie
Kay Carter Trust, et al
|
Fortson
Oil Company
|
9/1/2008
|
850 /399
|
Section
7, G. D. Houston Survey, SF 7038, Ward County, Texas, containing 634.5
acres, more or less.
|
Benjamin
#3-H
|
|||||
FEE-0004
|
Mattie
Kay Carter Trust et al
|
Benjamin
J. Fortson, Trustee, et al
|
2/22/1998
|
666 /573
|
80
acres surrounding and associated with the Fortson Oil Company Benjamin #3,
located 660 feet from the northwest line and 330 feet from the southwest
line of Section 47, D. T. Johnson Survey, Ward County, Texas, as described
in that certain Correction of Assignment and Bill of Sale dated August 7,
2003 from Benjamin J. Fortson, Trustee, et al, to Fortson Oil Company,
recorded in Volume743, Page 433, Official Public Records, Ward County,
Texas, as to those depths described in that certain Amendment of Oil and
Gas Lease dated effective July 1, 2007 from Ben J. Fortson, Trustee, et
al, to Mattie K. Carter Trust, et al, recorded in Vol. , Page , Official Public Records, Ward,
County, Texas.
|
EXHIBIT
“B”
[list
the three “Fortson 47 Leases”]
Lease
#
|
Lessor
|
Lessee
|
Lease
Date
|
Vol.
/Page
|
Description
|
Fortson
47 #1-H
|
|||||
FEE-0002
|
Mattie
Kay Carter Trust, et al
|
Fortson
Oil Company
|
5/1/2003
|
740 /695
|
80
acres, more or less, out of Tract 1 being the south 80 acres, also known
as the Fortson Tract, described in that certain Pooling Agreement and
Designation of Pooled Unit Fortson 47 Unit No. 1H Well (160-Acre Oil and
Gas Unit No. 1), dated effective February 6, 2008, by and between Cimarex
Energy Co., Fortson Oil Company, and Energen Resources Corporation,
recorded in Volume 837, Page 88, Official Public Records, Ward County,
Texas, limited INSOFAR AS
AND ONLY INSOFAR AS to the Interval Pooled as more fully described
therein.
|
FEE-0005
|
Mattie
Kay Carter Trust et al
|
Pioneer
Natural Resources USA, Inc.
|
9/20/1997
|
663 /681
|
80
acres of land out of Section 47, Scrap File 7850 Ward County,
Texas.
|
FEE-0006
|
Benjamin
J. Fortson, Trustee
|
Parker
& Parsley Development L.P.
|
7/18/1997
|
662 /66
|
80
acres of land out of Section 47, Scrap File 7850 Ward County,
Texas.
|
EXHIBIT
“C”
NOTICE
OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE
ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN
INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS
|
§
|
|
§
|
KNOW ALL MEN BY THESE
PRESENTS:
|
|
COUNTY OF WARD
|
§
|
AMENDMENT TO OIL AND GAS
LEASE
Reference is hereby made to that
certain Oil and Gas Lease, entered into as of the ___ day of _____ ___, by and
between _______________________________, and _____________________, recorded at
Volume ___ Page _____ of the Deed Records of Ward County, Texas (the “Lease”).
WHEREAS,
___________________________________, whose addresses collectively are 301
Commerce Street, Suite 2900, Fort Worth, Texas 76102 are the current
owners of the lessor’s interest under the Lease (collectively the “Current Lessors”);
WHEREAS, Vanguard Permian, LLC, whose
address is 7700 San Felipe, Suite 465, Houston, Texas 77063 is the
current owner of the lessee’s interest in the Lease (the “Current Lessee”);
and
WHEREAS, the Current Lessors and the
Current Lessee hereby desire to execute this Amendment to Oil and Gas Lease (the
“Lease
Amendment”) to reduce the Current Lessors’ royalty currently provided for
in the Lease;
NOW, THEREFORE, the Current Lessors and
Current Lessee, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and confessed, and the covenants and agreements
stated herein, hereby amend the terms of the Lease as set forth
below:
1. All
of the references to the amount “twenty-five percent (25%)” in paragraph 5 of
the Lease shall be deleted and replaced with the amount
“three-sixteenths (3/16th).”
2. All
notices to Current Lessors and/or information to be provided to Current Lessors
which are required or may be given under the Lease may be made jointly to the
Current Lessors at the following address:
Fortson
Production Company
301 Commerce St., Suite
2900
Fort Worth, Texas 76102
Attn: David
Frazier
Telephone: (817)
335-5641
Telecopy: (817)
336-4853
3. Current
Lessors acknowledge that Current Lessors have provided their consent to the
execution of all currently in place production sales contracts, marketing
contracts and other contracts applicable to the sale of oil or the sale of gas
produced from the lands covered by the Lease, and that the methodology for the
calculation of prices under such contracts reflects “market value” for purposes
of the calculation of royalties under the Lease.
4. Current
Lessors acknowledge that all royalties that have been paid under the Lease have
been made without deduction or cost of gathering, transporting, separating,
dehydrating, compressing or otherwise in making the oil or gas ready for sale or
use as required by the Lease.
5. Current
Lessors agree that any forfeiture described in Section 5(i) of the Lease shall
apply with respect to the well for which the applicable sum has not been paid,
and a portion of the leased premises sufficient (a) to include the entire
wellbore, (b) to permit such well to produce with a full allowable, and (c) to
make the location of its entire wellbore in compliance with all applicable well
spacing and density rules of the Railroad Commission of Texas; such portion of
the leased premises shall be designated by the Current Lessors in their
reasonable discretion.
6. Pursuant
to Section 14 of the Lease, Current Lessors acknowledge that Current Lessors
have received all information required to be furnished to Current Lessors and
Current Lessors have approved the assignment of the Lease to the Current
Lessee.
7. This
Lease Amendment may be signed in any number of counterparts, each of which shall
be considered an original for all purposes, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
8. By
executing this Lease Amendment, the Current Lessors acknowledge that the Lease
is in full force and effect, and ratify the Lease as to all of its terms
including those contained herein, and the Current Lessors acknowledge that no
default or breach has occurred under the Lease.
EXECUTED on the date(s) subscribed to
the acknowledgements below, but for all purposes effective as of 7:00
am CST, on October 1, 2009.
CURRENT
LESSORS:
[insert
signature blocks]
CURRENT
LESSEE:
[insert
signature blocks]
ACKNOWLEDGMENTS
[insert
acknowledgements]
EXHIBIT
“D”
NOTICE
OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT
THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE
PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE
NUMBER.
ROYALTY
DEED
STATE OF TEXAS
|
§
|
|
§
|
KNOW ALL MEN BY THESE
PRESENTS:
|
|
COUNTY OF WARD
|
§
|
That Ben J. Fortson also known as
Benjamin J. Fortson, Trustee of the Mattie K. Carter
Trust, and Ben J. Fortson, individually, Benco Energy, Inc.,
Katherine Fortson Wynne, Karen Fortson Davis, and Lisa Fortson Burton, each
dealing in their separate property, Hannah E. Davis 2006 Trust, David Paul Davis
2006 Trust a/k/a David P. Davis 2006 Trust, Katherine Rose Davis 2006 Trust
a/k/a Katherine R. Davis 2006 Trust, Wynne Children’s Irrevocable Asset Trust
f/b/o John R. Wynne II a/k/a Wynne Children’s Irrevocable Asset Trust f/b/o John
Robert Wynne II, Wynne Children’s Irrevocable Asset Trust f/b/o Lisa Katherine
Wynne a/k/a Wynne Children’s Irrevocable Asset Trust f/b/o Lisa Wynne Trust,
Wynne Children’s Irrevocable Asset Trust f/b/o David Mitchell Wynne a/k/a Wynne
Children’s Irrevocable Asset Trust f/b/o David Mitchell Wynne Trust, and Burton
Family Children’s Trust, all of whose
address is 301 Commerce Street, Suite 2900, Fort Worth, Texas 76102
(collectively, “Grantor”), for good
and valuable consideration in hand paid by Vanguard Permian, LLC, whose address is 7700
San Felipe, Suite 465, Houston, Texas 77063 (“Grantee”), the
receipt and sufficiency of which is hereby acknowledged and confessed, has
GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT,
BARGAIN, SELL and CONVEY unto Grantee, an undivided twenty-five percent (25%) of
Grantor’s right, title, and interest in and to all of the royalties payable to
the lessor under the three oil and gas leases described on Exhibit “1” hereto
(the “Subject
Leases”), reserving unto Grantor an undivided seventy-five percent (75%)
of Grantor’s right, title, and interest in and to all of the royalties payable
to the lessor under the Subject Leases.
Grantor hereby agrees to WARRANT and
FOREVER DEFEND, all and singular the above-conveyed undivided interest in the
lease royalties unto Grantee and Grantee’s successors and assigns, against every
person whomsoever lawfully claiming or to claim the same or any
part thereof, by, through, or under Grantor, but not
otherwise.
This conveyance may be executed in
multiple counterparts, each of which shall constitute an original hereof, and
the execution and delivery of any one of such counterparts by any signatory
party shall have the same force and effect and shall be binding upon such
signatory to the same extent as if the same counterpart were executed and
delivered by all of the signatory parties.
IN WITNESS WHEREOF, this Royalty Deed
is executed as of the dates subscribed to the respective acknowledgments set
forth below to be EFFECTIVE as of 7:00 A.M., C.S.T., on October 1,
2009.
[INSERT SIGNATURE BLOCK FOR EACH
GRANTOR]
ACKNOWLEDGMENTS
[INSERT FORM OF ACKNOWLEDGMENT FOR
EACH GRANTOR]
STATE OF
TEXAS §
§
COUNTY
OF__________ §
This instrument was acknowledged before
me on this the ___ day of __________, 2009 by
______________________.
Notary
Public in and for the State of Texas
(Type or
print Notary's name)
My
commission
expires:
Exhibit
“1”
[describe
the 3 Fortson 47 Leases here]