Attached files
| file | filename |
|---|---|
| 8-K/A - Gulf United Energy, Inc. | gulfunited8ka031810.htm |
| EX-10.1 - Gulf United Energy, Inc. | ex10-1.htm |
| EX-99.1 - Gulf United Energy, Inc. | ex99-1.htm |
| EX-10.2 - Gulf United Energy, Inc. | ex10-2.htm |
| EX-10.4 - Gulf United Energy, Inc. | ex10-4.htm |
| EX-10.5 - Gulf United Energy, Inc. | ex10-5.htm |
| EX-10.6 - Gulf United Energy, Inc. | ex10-6.htm |
Exhibit
10.3
DEED OF
ASSIGNMENT
This
Assignment is made and entered into as of the March 12, 2010, between Upland Oil
and Gas LLC Sucursal del Peru (“Upland”), as assignor, and Gulf United Energy
del Peru Ltd. (“Gulf”), as assignee.
WHEREAS,
on March 21, 2007, PeruPetro S.A. and Upland entered into Contract for
Exploration and Exploitation of Hydrocarbons Block XXIV) (“Block XXIV License
Contract”);
WHEREAS,
capitalized terms used, but not defined, in this Assignment have the meanings
ascribed to them in the Block XXIV License Contract;
WHEREAS,
Upland owns not less than eighty percent (80%) of the rights and obligations of
the Contractor under the Block XXIV License Contract, subject only to a
proportionate part of the overriding royalty interest of 1% of gross revenues
from Block XXIV assigned to HTX Capital, LLC pursuant to that certain Override
Agreement by and between Upland and HTX Capital, LLC dated the 20th day of January, 2010
(“License Override”) and a proportionate part of the 1% net production interest
in Block XXIV assigned to Adam Pollack pursuant to that certain Agreement dated
November 23, 2009 by and between Adam Pollack and Jorge Rivera (the “Pollack Net
Production Interest”);
WHERAS,
the Block XXIV License Contract is subject to the Operating Agreement dated July
23, 2007 between Upland, Endevco Eureka Del Peru S.A.C., and East Cameron
Partners Del Peru S.A.C (the “JOA”).
WHEREAS,
Upland desires to assign to Gulf, and Gulf desires to accept, (i) an undivided
thirty-five percent (35%) of the rights and obligations of the Contractor under
the Block XXIV License Contract, subject to a proportionate part of the License
Override and (ii) the rights and obligations under the JOA attributable to said
thirty-five percent (35%) interest.
NOW
THEREFORE, in consideration of the mutual covenants herein:
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1.
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Upland
hereby assigns to Gulf, and Gulf hereby accepts from Upland, (i) an
undivided thirty-five percent (35%) interest of the rights and obligations
of the Contractor under the Block XXIV License Contract subject to a
proportionate part of the License Override and a proportionate part of the
Pollack Net Production Interest and (ii) the rights and obligations under
the JOA attributable to said thirty-five percent (35%) interest (said
interests are hereinafter referred to as the “Assigned
Interest”).
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2.
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Gulf
hereby assumes all obligations with respect to the Assigned Interest
arising after the date of this Assignment.
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3.
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Upland
will continue being the Operator under the Block XXIV License
Contract.
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4.
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This
Assignment shall be effective as from the date first set forth
above.
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5.
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This
Assignment shall be governed by and interpreted in accordance with the
laws of the State of Texas, United States of America except to the extent
the laws of any other jurisdiction are mandatorily
applicable.
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-1-
TO HAVE
AND TO HOLD the Assigned Interest together with all rights, hereditaments and
appurtenances thereto belonging, unto Gulf, its successors and assigns forever,
and Upland does hereby bind itself and its successors to warrant and forever
defend the Assigned Interest unto Gulf, its successors and assigns against every
person whomsoever lawfully claiming or to claim the same.
This
Assignment is subject to that certain Participation Agreement by and between
Upland and Gulf dated the 12th day of March, 2010 (the
“Agreement”). Any assignment of this Assignment or the Assigned
Interests transferred herein, in whole or in part (and any subsequent
assignments), will be subject to the terms and conditions of the Agreement, the
License Agreement, and the JOA, specifically including, without limitation, the
default provisions set forth in Clause 2.8 of the Agreement.
[Signature
page follows.]
-2-
IN
WITNESS WHEREOF, Upland and Gulf have caused this Assignment to be signed by
their respective, duly authorized representatives as of the date first above
written.
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Upland
Oil and Gas LLC
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Upland
Oil and Gas LLC Sucursal de Peru
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Gulf
United Energy del Peru Ltd.
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Date:
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Date:
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-3-