Title Purchase: UNI Royalties, Ltd., Mineral & Royalty Purchase Agreement, Royalty Purchase Contract, Purchase and Sale Agreement, Royalty Option Purchase Agreement, Assignment, Quit Claim Option Agreement. Please Read Disclaimer Below before Using. To Download a PDF Version, please click use the link at the Bottom of the Page!

PURCHASE AND SALE AGREEMENT

1. PARTIES

That the undersigned, pursuant to the terms of this Purchase Agreement (“Agreement”), by and between {SELLERS NAME} ("Seller") and {BUYERS NAME} ("Buyer") (together as the "Parties"). Seller agrees to sell, assign, and convey unto Buyer all of Seller’s right, title, claims, and interest in the property described in paragraph 2.Parties.

2. LANDS

The "Lands" shall mean all oil, gas, hydrocarbons, and other minerals of whatever kind or nature in, on, and under that may be produced, saved, marketed, or extracted from the tract of real property owned by Seller being: {LEGAL DESCRIPTION OF PROPERTY}, including any and all other recorded pools, unitizations, conveyances, and leases within said unit(s) and lands in {NAME OF COUNTY}, {NAME OF STATE.} Seller also assigns by this agreement the rights of ingress, egress, and possession at all times to mine, drill, and explore the Lands for oil, gas, and other minerals, and to produce, store, dehydrate, compress, treat, process, transport, market and remove them from the Lands, and to exercise all other rights lawfully belonging to the oil, gas and mineral estate.

3. OFFER AND PRICE

a. Seller agrees to sell to Buyer {PERCENTAGE PURCHASED} of Seller’s right, title, claims, and interest in the Lands, which totals {NET ACRE TOTAL} net mineral acres and/or royalties ("Interest").

b. Providing the terms and conditions of this agreement, Buyer agrees to pay Seller the sum of {TOTAL CONSIDERATION.EXAMPLE: $45,000.00USD} ("Offer Price") to purchase Sellers entire undivided mineral/royalty interest in the Lands identified above.

4. SELLERS REPRESENTATIONS

a. Seller represents that it owns good and marketable title to {PERCENTAGE TO BE PURCHASED} of the Lands.

b. Seller represents that it is the Lessor in an existing, written, recorded, covering the Lands under which it is entitled a minimum royalty in the amount of {TOTAL ROYALTY SHOWN ON LEASE. EXAMPLE: 12.5% OR 1/8th} from the production of hydrocarbons on, in, and under the Lands ("Represented Royalty").

c. Seller represents and agrees to pay and discharge all ad valorem taxes due for the current year on the lands.

d. Seller warrants and represents to each such person and to that persons heirs, successors, assigns, and legal representatives that prior to executing this Agreement, Seller was the lawful owner of the subject mineral/royalty estate and Seller has not heretofore conveyed the minerals and/or royalties to any other person, company, or party on or before the date of this Agreement.

5. COOPERATION

Seller shall provide any and all of its non-public or proprietary documents or information reasonably requested by Buyer for the purpose of evaluating the historical or projected revenue from the production of hydrocarbons from the Lands, which documents and information specifically include, but not limited to, Seller’s revenue statements, royalty check stubs, division orders, leases, (whether one or more) and any all amendments thereto. If the description of the Lands proves to be incorrect in any respect or does not include these adjacent or contiguous lands, Seller shall without additional consideration, execute, acknowledge, and deliver the Buyer its successors and assigns, such instruments as are useful or necessary to correct a description and evidence such correction in the appropriate amendments.

6. TITLE

Buyer may conduct an investigation into Seller’s title to the Lands, and Buyer may object in writing to defects, exceptions or encumbrances to Seller’s title. Provided Seller is not obligated to incur any expense, Seller shall cure any of Buyer’s title objections within {TITLE OBJECTION/CURATION DAYS. EXAMPLE 15 days} after receiving written notice, and the date of closing ("Closing Date") will extend as necessary without any additional consideration from Buyer. If Seller fails or is unable to cure any title objections within the notice period, then Buyer at its right may terminate this Agreement at any time.

7. CONFIDENTIALITY

Buyer will hold in confidence and not disclose, except to its related corporate entities, investors, partners, advisors abd/or contractors retained for the purpose of performing its evaluation of investigation under this Agreement, any of Seller’s proprietary information and documents on the Lands.

8. REVENUE TRANSFER

Buyer shall be entitled to receive {PERCENTAGE BEING PURCHASED. EXAMPLE: 100%} of Seller’s revenue from the production of hydrocarbons to the Lands, as of {EFFECTIVE DATE. EXAMPLE: September 1, 2012} ("Effective Date"). Seller shall have acknowledged and execute any and all documents (including a Mineral and Royalty Deed) requested by the Buyer for the purpose of facilitating the transfer of the right to receive such revenue. After closing, for so long as Seller may receive revenue based on Seller’s prior ownership interest in the Lands, Seller shall have an obligation to and transfer to Buyer all of the revenue received from the production of hydrocarbons on the Lands after the Effective Date. Buyer shall have the right, at any time, to disclose the existence of this Agreement to an oil and gas operator and/or lessee of the Lands.

9. PARTY’S AGREEMENT TO MEDIATION AND/ OR ARBITRATION

IN THE EVENT OF ANY DISPUTE (AS DEFINED HEREINBELOW) ARISING OUT OF OR RELATING TO SELLERS EXECUTION AND DELIVERY OF THIS AGREEMENT, OR THE BREACH THEREOF, THE PARTIES FIRST AGREE TO PARTICIPATE IN AT LEAST FOUR (4) HOURS OF MEDIATION IN ACCORDANCE WITH THE COMMERCIAL MEDIATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, BEFORE HAVING RECOURSE TO ARBITRATION. If the mediation procedure provided for here in does not resolve any such dispute, the parties agree that all disputes between the parties shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules and pursuant to the Federal Arbitration Act, 9 U.S.C. Sections 1-16 (and all amendments thereto, if any). Judgment upon the award rendered by the arbitrator may be entered in any Court having Jurisdiction. The term “dispute” shall include, but is not limited to, all claims, demands and causes of action of any nature, whether in contract or in tort, at law or in equity, or arising under or by virtue of any statute or past, present, and future personal injuries, contract damages, intentional and/or malicious conduct, actual and/or constructive fraud, statutory and/or common law fraud, class action suit, misrepresentations of any kind and/or character, libel, slander, damages and/or remedies of any kind and/or character, including without limitation, all actual damages, exemplary and punitive damages, all attorneys fees, all penalties of any kind, pre-judgment interests and costs of court by virtue of the matters alleged and/or matters arising between the parties. The award of the arbitrator issued pursuant hereto shall be final, binding, and non-appealable.

10. WAIVER OF EXEMPLARY AND PUNITIVE DAMAGES

The Parties hereby waive any rights to punitive or exemplary damages which each might be able to claim against the other and the Arbitrator(s) will not have the authority to award exemplary or punitive damages to either of the Parties in connection with any dispute between the parties and decided by the Arbitrator(s).

11. CHOICE OF VENUE AND LAWS

This Agreement shall be deemed to have been made and shall be enforceable only in {COUNTY NAME} County, {STATE NAME}. This Agreement and all of the transactions required by this Agreement shall be construed in accordance with the laws of the State of {STATE NAME}.

12. EXCLUSIVITY AND NONDISCLOSURE

Prior to the Closing Date or termination of this Agreement, Seller shall not offer the Lands for sale to any person or entity, or accept or negotiate any offer to purchase by any person, entity, or other party. Further, Seller shall not disclose the existence of or terms of this Agreement to any third party (except to Sellers tax or financial advisors) without Buyer’s express, written consent.

13. NO CHANGE IN PROPERTY

Prior to the Closing Date, Seller shall not terminate, modify, or amend any existing oil and gas lease covering the Lands, execute and new lease or amendments thereof, or otherwise encumber the Lands. Seller represents and warrants that all existing leases and agreements covering the Lands shall remain in full force and effect.

14. CLOSING

Unless otherwise extended pursuant to this Agreement, the Closing Date shall be no later than {DAYS UNTIL CLOSING. EXAMPLE 90} days from the Agreement date. At closing, Buyer shall pay the Purchase Price to Seller but not before Buyer has received a properly executed Mineral and Royalty Deed, conveying title to Buyer. Seller warrants that such instrument conveying title to the Lands shall be free and clear of all liens, encumbrances, in accordance with the terms of this Agreement.

15. COSTS

Buyer shall pay all costs for the title investigation, preparation of deeds, and recording fees. Seller shall pay all costs associated with releasing Seller’s existing liens, if any, secured by the Lands. Seller agrees to pay and discharge all ad valorem taxes on the Lands for the current year.

16. NOTICES

All notices from one party to the other must be in writing and are effective when received by electronic mailing, hand-delivered, or sent by facsimile to the contact information presented by the Parties.

17. MERGER

This Agreement constitutes the entire agreement the Parties. Any and all prior offers from Buyer to purchase the Lands are withdrawn and all prior understandings and agreements between the Parties are merged into this Agreement. This instrument may be executed in multiple counterparts, each of which will constitute an original, and the parties may detach the signature page from any counterpart or execute additional signature pages for the purposes of attaching same to any other counterpart and of providing each party with original signature pages for such party's counterpart.

18. SEVERANCE

In the event that any provision of this Agreement shall be determined to be unenforceable, that provision will be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

BY EXECUTING AND DELIVERING THIS INSTRUMENT YOU ARE AGREEING TO SELL THE ABOVE SPECIFIED ROYALTY, OVERRIDING ROYALTY AND MINERAL INTEREST IN THE LANDS DESCRIBED ABOVE.

This Agreement is signed by Seller and Buyer as of the date of the acknowledgments below, but is effective for all purposes as of the Effective Date.

State of __________________________ )(
County of_________________________ )(

On__________________________ ,_______,___ 20___ , before me, _______________________ (Name Printed), WITNESS, personally appeared {BUYER, INDEITIFIED ABOVE} personally known to me (or provided to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.

__________________________
WITNESS SIGNATURE

On__________________________ ,_______,___ 20___ , before me, _______________________ (Name Printed), WITNESS, personally appeared {SELLER, INDEITIFIED ABOVE} personally known to me (or provided to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.

__________________________
WITNESS SIGNATURE

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