Attached files
| file | filename |
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| 10-K - ZONZIA MEDIA, INC. | v180981_10k.htm |
| EX-10.2 - ZONZIA MEDIA, INC. | v180981_ex10-2.htm |
| EX-31.1 - ZONZIA MEDIA, INC. | v180981_ex31-1.htm |
| EX-10.7 - ZONZIA MEDIA, INC. | v180981_ex10-7.htm |
| EX-32.2 - ZONZIA MEDIA, INC. | v180981_ex32-2.htm |
| EX-32.1 - ZONZIA MEDIA, INC. | v180981_ex32-1.htm |
| EX-10.5 - ZONZIA MEDIA, INC. | v180981_ex10-5.htm |
| EX-10.8 - ZONZIA MEDIA, INC. | v180981_ex10-8.htm |
| EX-31.2 - ZONZIA MEDIA, INC. | v180981_ex31-2.htm |
| EX-10.3 - ZONZIA MEDIA, INC. | v180981_ex10-3.htm |
Memorandum of
Understanding
This Memorandum of Understanding (“MOU”), dated March 15, 2010, is entered into
by and between Epicenter Oil and Gas, LLC (“Epicenter”), a Florida Limited
Liability Company, Indigo-Energy, Inc. (“Indigo”), a Nevada Corporation, and
Reef LLC (“Reef”), a Florida Limited Liability Company, and, collectively
referred to as the “Parties”.
RECITALS
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1-
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Since
2005, Epicenter has expended substantial human resources and money in the
acquisition of oil and gas leases, and contracts to purchase oil and gas
leases, totaling approximately 135,000 acres in Illinois, Indiana and
Kentucky. In addition to the efforts of Epicenter to acquire such leases
and contracts, Indigo has expended substantial human resources, money, and
its own common stock to assist in the acquisition and retention of certain
of those leases and contracts.. Despite these efforts and
expenditures on the parts of Epicenter and Indigo, certain of these leases
and options have expired.
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2-
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In
a prior MOU dated December 3, 2008, and subsequently modified, Epicenter
represented that Indigo and Carr-Miller Capital and Epicenter agreed as
follows: “Carr-Miller Capital shall provide via Indigo the sum of One
Million Two Hundred Thousand ($1,200,000.00) Dollars, or the actual cost
if more, to Depocenter which shall be used to pay for the drilling and
equipping of at least two (2) and for a maximum of three (3) horizontal
wells in the Dubois Field in Dubois County, Indiana…Indigo-Energy shall
own 75% of the working interest of the wells to be drilled in the Dubois
Field with the One Million Two Hundred Thousand ($1, 200,000.00)
Dollars. Depocenter Oil and Gas, LLC shall own the remaining
25% of the working interest of each well.” On March 26, 2009,
Indigo, Reef, and Epicenter signed a confirming letter that memorialized
ownership of the Dubois Field by Reef, Epicenter’s right to drill, and
Indigo’s expectation of receipt of an assignment of Working
Interest. On April 29, 2009, another MOU was executed and
represents the following: “Indigo will provide the sum of two million one
hundred thousand ($2,100,000) dollars to Epicenter which will
be used to pay for the drilling and equipping of at least one (1) vertical
well and for a maximum of three (3) horizontal wells in the Dubois Field
in Dubois County, Indiana. Indigo will own 75% of the working
interest of the wells to be drilled in the Dubois Field. Epicenter will
own the remaining 25% of the working interest of each well…Further that
Epicenter shall prepare an assignment of working interest with Indigo as
assignee and shall receive 75% of the working interest”, which assignment
has been executed and filed. Said drilling and completion budget numbers
have been exceeded, and currently stand at approximately
$4,800,000.
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1
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3-
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The
Parties acknowledge that Reef is the lessee of a number of oil and gas
leases that comprise the spacing units of the four wells as required by
the Indiana Department of Natural Resources, Division of Oil and Gas. Said
leases are either “held by production” under the provisions of the leases,
or are within their five year Primary Terms. The lessors’ Royalty Interest
(“R”) of said leases is one-eighth (1/8) of eight-eighths (8/8), or 12.5%
of 100% (twelve and one-half percent of one hundred percent) of the gross
revenue generated by the sale of natural gas and crude oil produced from
wells located upon the lands covered by said leases. A
comprehensive schedule of the leases that comprise the spacing units of
the four wells will be provided by Epicenter within thirty (30)
days.
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4-
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The
leases that comprise the spacing units of the four wells are subject to
Over-Riding Royalty Interests (“ORRI”) of 8.25% (eight and twenty-five one
hundredths percent) of 100% (one hundred percent) of gross revenue
generated by the sale of natural gas and crude oil produced from wells
located upon the lands covered by said leases. The 8.25% ORRI
is divided as follows:
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3.125% of
100% — Pawnee Oil Corporation
1.5625%
of 100% — The Masson Family Trust
1.5625%
of 100% — The Bob Hanley Trust
2.00% of
100% — Frank G. Finkbeiner
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5-
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Epicenter
has represented that it is the operator of the four wells, and of the gas
processing facilities owned by Reef within the Dubois
Field. Epicenter and Reef further represent that the leases
comprising the spacing units of the four wells are owned by Reef which has
good title to said leases, subject to certain mechanics liens filed
against said leases, and that Epicenter has permission from Reef to act as
operator to drill, complete and operate the four wells upon said
leases.
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6-
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Epicenter
and Reef represent that Robert R. Turnage is a Managing Member of
Reef. He is, and has been, the Managing Member of Reef
responsible for making all field-related operating decisions and
commitments on behalf of Reef for the previous six (6)
years.
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7-
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The
Parties have previously agreed that the operating expenses of the four
wells shall be payable, whenever possible, from revenue generated by the
working interest of the four wells. No drilling, completion or
operating expenses shall be borne by royalty or over-riding royalty
interests.
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8-
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In
a prior MOU dated 12-3-2008, and prior letters, Epicenter, Reef, and
Indigo affirmed that the working interest revenue generated from the sale
of crude oil and natural gas produced from the four wells shall be divided
and distributed seventy-five percent (75%) to Indigo, and twenty-five
percent (25%) to Epicenter and /or Reef. We further understand
that Epicenter and Reef may have additional agreements or understandings
in place regarding ownership and distribution between them, but this in no
way affects the uncontested 75% working interest ownership of
Indigo. This is hereby acknowledged by all
Parties.
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2
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9-
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The
Parties acknowledge that there have been mechanics liens filed on behalf
of certain contractors and/or suppliers who provided goods and/or services
during the drilling and completion of the four wells. These mechanics
liens have been filed against the four wells, Indigo, Reef, Epicenter and
the leases comprising the spacing units of the four
wells. Additionally, Accounts Payable from contractors and/or
suppliers of approximately $1,600,000 including the above cited liens,
remains unpaid.
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NOW
THEREFORE the Parties agree as follows:
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A-
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Indigo
will continue to provide funding to a maximum of $350,000 for completion
efforts that are required to bring the four wells online and into
production. It is believed that this process is nearly completed and that
production might be commenced during March, 2010. Indigo may
extend this funding at its sole
discretion.
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B-
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It
is the intention of Indigo and Epicenter that working interest revenue,
net of operational requirements, will be utilized to pay outstanding
Accounts Payable, beginning with mechanics lien holders. It is
not anticipated that any net working interest revenue will be distributed
to the Parties prior to the retirement of outstanding debts incurred
during the drilling and completion of the four wells. This use
of funds will not constitute any additional obligations between the
Parties.
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C-
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Epicenter
shall be the operator of the four wells, including responsibility for and
management of the production facilities, as well as the selection of
buyers of the crude oil and natural gas produced from the four
wells. The costs associated with normal day to day operations
shall be incurred at Epicenter’s sole discretion. However, any anticipated
operations costs of an unusual amount or nature shall be subject to mutual
consent. All expenditures incurred in the operation of the four wells
shall be subject to audit by Indigo. All operations expenditures and costs
shall be on an “actual cost pass through
basis”.
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D-
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Epicenter
is free to engage in further activities with Reef or any other individual
or entity independent of, and without the consent of,
Indigo. Conversely, Indigo is free to engage in further
activities with any individual or entity independent of, and without the
consent of, Epicenter and/or
Reef.
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3
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E-
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This
MOU shall supersede all agreements, both oral and written, between the
parties with respect to the four wells. Within sixty (60) days
after execution of this MOU, Epicenter and/or Reef and Indigo will execute
a detailed Operating Agreement patterned after the standard industry
operating agreement as published by the American Petroleum Institute
(“API”) that, in conjunction with this MOU, will fully define the duties
and responsibilities of the working interest owners of the four
wells.
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F-
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The
contents of this MOU are confidential and not to be shared with any third
party, disseminated or published in any manner without unanimous consent
of the parties hereto other than what is required in the normal course of
business and disclosure as mandated by the SEC, IRS, and other
governmental reporting agencies in order to say in compliance with
publicly reporting stock entities.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be binding
and effective on this _______ day of _________________________,
2010.
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By:
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Title:
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Epicenter
Oil & Gas, LLC
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By:
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Title:
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Reef
LLC
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By:
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Title:
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Epi MOU 031710
final
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