Securities and Exchange Commission v. Nadel et al

Filing 1423

RESPONSE to Motion re 1419 Verified MOTION for miscellaneous relief, specifically to Authorize The Receiver to Retain a $100,000 Earnest Money Deposit Due to the Purchaser's Failure to Close the Court-Approved Sale of Quest Assets Memorandum of Points and Authority filed by Archer Petroleum. (Attachments: # 1 Appendix Index of Exhibits A-G, # 2 Exhibit A-Asset Purchase Agreement, # 3 Exhibit B-Email from Wiand, # 4 Exhibit C-Wire Transfer Receipts, # 5 Exhibit D-Emails Exchanged Wiand and Hudson, # 6 Exhibit E-Affidavit of Andrew Hudson, # 7 Exhibit F-Letter from Archer Petroleum to Wiand Cancelling Asset Purchase Agreement, # 8 Exhibit G-Order Granting Approval of Sale)(Krieger, Edwin)

Execution Version

ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement"), effective as of thirty
days after the court in Securities and Exchange Commission v. Arthur Nadel, et al., Case No: 8:09cv-87-T-26TBM in the United States District Court for the Middle District of Florida issues its
final order approving the sale described herein (the " Effective Date"), by and between ARCHER
PETROLEUM, LTD., a Texas Corporation whose address is P.O. Box 1544 McKinney, TX
75070 (the " Buyer"), and BURTON W. WIAND, as Receiver for Quest Energy Management
Group, Inc., a Delaware limited liability company, whose address is 5505 West Gray Street,
Tampa, Florida 33609 (the "Seller"). The Buyer and Seller are each a " Party" to this Agreement
and are collectively the "Parties".
RECITAL
WHEREAS, the United States District Court for the Middle District of Florida, Tampa
Division (the "Court"), appointed Burton W. Wiand on January 21 , 2009 as Receiver over various
entities, and on May 24, 2013 appointed Burton W. Wiand as Receiver over Quest Energy
Management Group, Inc. (collectively, the " Receivership"), in the action styled Securities and
Exchange Commission v. Arthur Nadel, et al., Case No: 8:09-cv-87-T-26TBM (the " Action").
WHEREAS, Quest Energy Management Group, Inc. owns and leases various oil and gas
properties and an operating company, Quest Operating, LLC., either of record or beneficially,
located in west Texas and more particularly described herein and in Exhibit A attached hereto.
WHEREAS, subject to approval by the Court, compliance with the publication
requirements of28 U.S.C. § 200I(b), and the non-receipt of a Bona Fide Offer (defined below),
Seller desires to sell and Buyer desires to purchase the Assets pursuant to the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller
agree as follows:
OPERATIVE TERMS
I.

Sale and Transfer of Assets.

(a)
Seller shall sell, transfer, and deliver to Buyer, pursuant to the Order (as
defined herein) from the Court, and Buyer shall purchase from Seller all of the Seller's
rights, title, and interest in the Assets described in Exhibit "A", free and clear of all liens,
claims, encumbrances, and restrictions, as specified in the Order.
(b)
The Assets are sold on an "as is" " where is" basis, with all faults and without
representations, express or implied, of any type, kind, character or nature, including but
not limited to, suitability of the assets for any use, and without warranties, express or
implied, of any type, kind, character or nature, including but not limited to, suitability of

the assets for any use, and without recourse, express or implied, of any type, kind, character
or nature, save and except the express representations and warranties set forth in this
Agreement.
2.
Contingencies. This Agreement is contingent upon (1) compliance with the
publication procedures required by 28 U.S.C. § 200l(b), and (2) the non-receipt by Seller of a
bona fide offer, under conditions prescribed by the Court, as described in 28 U.S.C. § 2001(b) (a
" Bona Fide Offer"). Buyer understands and acknowledges that 28 U.S.C. § 200 I (b) prohibits the
Court' s approval and confirmation of the transaction contemplated by this Agreement if Seller
receives a Bona Fide Offer. As such, upon receipt of a Bona Fide Offer, Seller shall have the
exclusive right to terminate this Agreement, and Buyer' s sole and exclusive remedy for such
termination is limited to the return of its Deposit, as set forth below. If the Seller does not receive
a Bona Fide Offer after compliance with the publication procedures required by 28 U.S.C.
§ 2001 (b), this Agreement is further contingent upon Seller obtaining an Order in substantially the
form as Exhibit " B" attached hereto (the "Order") approving: (I) the sale of the Assets described
in Exhibit "A" to Buyer free and clear of all liens, claims, encumbrances, and restrictions as
provided for in the order of the United States District Court approving this transaction and (2)
Buyer's quiet enjoyment of all assets assigned to and assumed by Buyer (collectively, the
"Contingencies").
3.
Purchase Price. The purchase price to be paid by Buyer to Seller for the Assets
shall be the sum of ONE MILLION DOLLARS AND NO/100 ($1,000,000) (the " Purchase
Price") in cash or its equivalent at the Closing (hereinafter defined). The Purchase Price shall be
the net amount the Seller shall receive at the closing. In no event shall Seller receive less than
$1,000,000 for the sale of the Assets.
4.
Earnest Money Deposit. Within three (3) days of the execution of this Agreement by
both parties hereto, the Buyer will deposit with the Escrow Agent the sum of ONE HUNDRED
THOUSAND DOLLARS AND NO/100 ($100,000) in readily available funds as an earnest money
deposit ("Earnest Money Deposit"). Buyer and Seller mutually agree that Wiand Guerra King P.A.
shall serve as the Escrow Agent. The Earnest Money Deposit shall be applied at Closing to the
Purchase Price to be paid to Seller by Buyer at Closing. The terms of this Agreement shall serve as
the escrow instructions for this transaction.
(a)
Buyer hereby acknowledges and agrees that the Earnest Money Deposit
becomes nonrefundable on the date the Court enters an Order in substantially the form as
Exhibit "B" approving the sale of the Assets to Buyer.
In the event that Seller cannot satisfy the Contingencies within thirty (30)
(b)
days from the date of the issuance of the Order (the "Contingencies Period") or is otherwise
unable to conclude the transaction contemplated hereunder, Seller shall return the Earnest
Money Deposit to Buyer within fifteen (15) business days following the expiration of the
Contingencies Period.
(c)
Buyer acknowledges and agrees that no interest will be paid on the Earnest
Money Deposit.

2

5.
Closing. The closing of the transaction contemplated by this Agreement and
delivery of the Bill of Sale (hereinafter defined) (the "Closing") shall occur by the Closing Date
(hereinafter defined). The Closing shall be conducted at 212 E. Virginia St. McKinney, TX 75069.
6.
Closing Date. Buyer and Seller agree that Closing shall occur within thirty (30)
days of the Court's approval of the sale through entry of the Order.
7.
Buyer's Deliveries at Closing. At the Closing, Buyer shall deliver the following
items to Seller:
(a)
the Purchase Price ($1,000,000) for the Assets, payable in the manner
described in Section 3 above;
(b)
request.

such other documents and certificates as Seller may reasonably and timely

8.
Seller's Deliveries at Closing. At the Closing, Seller shall deliver the following
items to Buyer:
(a)
an Order in the substantially the form attached as Exhibit " B" hereto from
the Court approving the sale of the Assets;
(b)
a Bill of Sale and an Assignment in the substantially the form attached as
Exhibit " C" hereto, duly signed by Seller;
(c)
request.

such other documents and certificates as Buyer may reasonably and timely

(d)
All technical and legal data, records and documents related to the Wells,
Leases, Units, and Equipment.
9.
Seller's Representations, Warranties, and Covenants. Seller represents, warrants,
and covenants to Buyer as follows:
(a)
Valid and Enforceable Agreement. This Agreement constitutes a valid and
binding agreement of the Seller enforceable in accordance with its terms.

(i)
Seller acquired title to the Assets described in Exhibit "A", and with
the approval of the Court after Seller's compliance with the publication
requirements of28 U.S.C. § 2001(b) and the non-receipt of a Bona Fide Offer, the
Assets shall be sold to Buyer as evidenced by the Bill of Sale, substantially in the
form attached hereto as Exhibit "C", free and clear of all liens, claims,
encumbrances, and restrictions as provided for in the Order approving this
transaction.

3

(ii)
The Assets are sold on an "as is" "where is" basis, with all faults and
without representations, express or implied, of any type, kind, character or nature,
including but not limited to, suitability of the assets for any use, and without
warranties, express or implied, of any type, kind, character or nature, including but
not limited to, suitability of the assets for any use, and without recourse, express or
implied, of any type, kind, character or nature, save and except the express
representations and warranties set forth in this Agreement.
(c)
Assignment of Oil and Gas Leases. The Order from the Court shall
specifically grant Buyer quiet enjoyment of the Oil and Gas Leases transferred pursuant to
this agreement in which Quest Energy Management Group, Inc. is the current Lessee.
Buyer and Seller acknowledge that it is the intent of this Agreement to sell, assign and
convey all leasehold interest of Seller in the lands upon which the Wells listed in Exhibit
A are located.
(d)
Authority. After the execution, delivery, and perfonnance of this
Agreement and any documents incidental thereto and the authorization and approval of the
Court of the transaction contemplated hereby, Seller will have all requisite corporate
powers and authority to consummate this transaction.
(e)
General. None of the representations or warranties by Seller in this
Agreement contains any untrue statement of a material fact or omits to state any material
fact necessary to make statements or facts contained therein not misleading.
(f)
Liens. The Assets described in Exhibit "A" will be transferred to Buyer
free and clear of any liens or encumbrances, including tax liens as provided for by the
Court's Order approving this Agreement.

I 0.
as follows:

Buyer's Representations and Warranties. Buyer represents and warrants to Seller

(a)
Organization. Buyer is a limited liability company duly organized and
validly existing and is in good standing under the laws of the State of Texas.
(b)
Assumption of Oil and Gas Leases. Buyer expressly agrees to assume and
perfonn all of the duties as required under any Oil and Gas Lease in which Quest Energy
Management Group, Inc. is the Lessee, including any plugging obligations if any that may
exist and apply to the transferred leases.
(c)
Authority. The execution, delivery, and performance of this Agreement and
any documents incidental thereto, and the consummation of the transactions contemplated
hereby have been duly authorized and Buyer has all requisite corporate powers and
authority to consummate this transaction.
(d)
Valid and Enforceable Agreement. This Agreement constitutes a valid and
binding agreement of Buyer enforceable in accordance with its terms. Neither the
execution and delivery of this Agreement nor the consummation of the transactions
contemplated hereby violates or conflicts with the Articles of Organization or Operating

4

Agreement of Buyer or, subject to obtaining necessary consents, any agreement or other
restriction of any kind or character to which Buyer is a party or by which Buyer is bound.

(e)
Due Diligence. Buyer has conducted and completed any and all due
diligence it deems or deemed necessary prior to completing the purchase contemplated
herein and Buyer has reviewed all leases, subleases, and leasehold agreements relating to
this Agreement.

(f)
Absence of Warranties from Seller. Buyer acknowledges that Seller has
made no warranties with respect to the Assets, including the validity of any leases,
subleases, and/or leasehold agreements relating to this Agreement. Buyer is purchasing
the Assets on an "as is" "where is" basis, with all faults and without representations,
express or implied, of any type, kind, character or nature, including but not limited to,
suitability of the assets for any use, and without warranties, express or implied, ofany type,
kind, character or nature, including but not limited to, suitability of the Assets for any use,
and without recourse, express or implied, of any type, kind, character or nature, save and
except the express representations and warranties set forth in this agreement.
(g)
General. None of the representations or warranties by Buyer in this
Agreement contains any untrue statement of a material fact or omits to state any material
fact necessary to make statements or facts contained therein not misleading.
l l.
Expenses and Taxes. Each party hereto shall pay its own expenses and costs
incident to the preparation of this Agreement and the consummation of the transactions
contemplated hereby, including but are not limited to, attorney fees. If any portion of the
transactions to be effected pursuant hereto shall be determined to be subject to sales or use or any
other taxes, Buyer shall be liable therefore and shall promptly pay the same. Real Estate Taxes,
assessments, if any, and any assessments, insurance premiums, charges, and other items
attributable to the Assets shall be shall be prorated as of the date of Closing, based upon an actual
365 day year, as is customary. Meters for all public utilities (including water) being used by Quest
Energy Management Group, Inc. for the operation of the Assets shall be ordered read on the day
prior to closing.
12.
Amendments. This Agreement may only be amended or modified by written
instrument executed by the Parties.
13.
Notices. Any notice, request, information, or other document to be given hereunder
to any Party by any other Party shall be in writing and shall have been deemed to have been given
(i) when personally delivered, sent by facsimile (with hard copy to follow), or sent by reputable
overnight express courier (charges prepaid), or (ii) five (5) days following mailing by certified or
registered mail, postage prepaid and return receipt requested. Unless another address is specified
in writing, notices, demands, and communications to Seller and Buyer shall be sent to the addresses
indicated below:

(a)

If as to Seller:

5

Burton W. Wiand, as Receiver for Quest Energy Management Group, Inc.
c/o Wiand Guerra King P.A.
5505 Gray Street
Tampa, Florida 33609
Attention: Jeffrey C. Rizzo

(b)

If as to Buyer:
Archer Petroleum Ltd ..
P.O. Box 1554
McKinney, TX 75070
Attention: Andrew Hudson

Any Party may change the address to which notices hereunder are to be sent by giving written
notice of such change of address as provided above.
14.
Waiver. No waiver by either Party hereto of any condition or any breach of any
term, covenant, representation, or warranty contained in this Agreement shall be deemed or
construed as a further or continuing waiver of such condition or breach or waiver of any other or
subsequent condition or the breach of any other term, covenant, representation, or warranty
contained in this Agreement.
15.
Severability. If any provision of this Agreement is determined to be illegal or
unenforceable, such provision will be deemed amended to the extent necessary to conform to
applicable law or, if it cannot be so amended without materially altering the intention of the Parties,
it will be deemed stricken and the remainder of the Agreement will remain in full force and effect.
Counterparts. Any number of counterparts of this Agreement may be executed and
16.
each such executed counterpart shall be deemed to be an original.
17.
Binding Agreement. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto, their respective heirs, successors, and assigns.
18.
Entire Agreement. This Agreement and the instruments delivered pursuant hereto
constitute the entire agreement between the Parties hereto and supersede all prior agreements and
understanding, oral or written, between the Parties relating to the subject matter hereof.
19.
Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by
and construed in accordance with the substantive laws of the State of Texas. Buyer and Seller
hereby agree (i) that all disputes and matters whatsoever arising under, in connection with, or
incident to this Agreement shall be exclusively litigated as a summary proceeding in SECURITIES
AND EXCHANGE COMMISSION V ARTHUR NADEL, ET AL., CASE NO: 8:09-CV-87-T26TBMIN AND BEFORE THE UNITED STATES DISTRICT COURT, MIDDLE DISTRICT
OF FLORIDA, TAMPA DIVISION, in Hillsborough County in the State of Florida, to the
exclusion of any other court, and (ii) to irrevocably submit to the exclusive jurisdiction of the
UNITED STATES DISTRICT COURT, MIDDLE DISTRICT OF FLORIDA, TAMPA
DIVISION, in Hillsborough County in the State of Florida, in any action or proceeding arising out

6

of or relating to this Agreement, and hereby irrevocably waive any objection to the laying of venue
of any such action or proceeding in any such court and any claim that any such action or proceeding
has been brought in an inconvenient forum. A final judgment in any such action or proceeding
shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any
other manner provided by law.
20.
Remedy. In the event that Seller receives a Bona Fide Offer or the Court does not
approve of the sale of the Assets, i.e., if the Contingencies are not satisfied on or before the Closing
Date, Buyer acknowledges and agrees that its sole and exclusive remedy is to seek return of the
Deposit from Seller. Seller's sole and exclusive remedy for any breach of this contract by Buyer
is to keep the Deposit. Seller shall have no specific performance remedy. This Agreement, when
duly executed by the Parties, constitutes the express waiver in writing of any other remedy,
whether legal or equitable, that may be available to the Buyer.
21 .
Indemnification. Buyer expressly acknowledges and agrees that Seller provides
NO indemnification from and against any loss, claim and/or damage arising under any
circumstance related to the Assets or this Agreement, and Section 20 sets forth the Buyer's sole
and exclusive remedy under this Agreement.
22.
Broker' s Commissions. Seller and Buyer represent and warrant each to the other
that they have not dealt with any real estate broker, sales person or finder in connection with this
transaction other than Whitehorse Partners, LLC ("Listing Broker"). At Closing, Seller agrees to
a six percent (6%) commission to Listing Broker pursuant to a separate written agreement by and
between Seller and Listing Broker, less the amount of any retainer fee previously paid by the Seller
to Listing Broker. In no event shall the total sales commission owed by the Seller exceed six
percent (6%) of the Purchase Price.
23.
Survival of Representations and Warranties. All of the respective representations
and warranties of the Parties to this Agreement shall survive the consummation of the transactions
contemplated hereby.
24.
Further Assurances. Buyer and Seller shall execute and deliver such additional
documents and take such additional action as may be necessary or desirable to effectuate the
provisions and purposes of this Agreement.
25.
Attorneys' Fees and Costs. In any action or dispute, at law or in equity, that may
arise under or otherwise relate to this Agreement, the prevailing party will be entitled to, from the
non-prevailing party, reimbursement of its attorneys' fees (including, but not limited to, attorneys'
fees, paralegals' fees and legal assistants' fees), costs and expenses incurred in the preparation for
and in connection with any trial, appeal, or bankruptcy proceeding.

IN WITNESS WHEREOF, the Buyer and Seller hereto have caused this Agreement to
be duly executed as of the date first above written.

7

BUYER:

ANDREWH
SELLER:

BURTON W. WIAND, AS RECEIVER FOR QUEST
ENERGY MANAGEMENT GROUP, INC.

~,V~
BURTON W. WIA;D;-AS RECEIVER
FOR QUEST ENERGY MANAGEMENT GROUP, fNC.
1

8

Exhibit A
Assets

1) Oil and Gas Leases.
•

The Musselman Caddo Unit (MCU) in Shackelford County, Texas - All rights, title,
and interests in and under the oil, gas and mineral leases more fully described in the
Assignment and Bill of Sale dated January 1, 2007 between Musselman Petroleum and
Land Company and Quest Energy Management Group, Inc. which was recorded in the
public records of Shackelford County, Texas at Vol. 0517, Page 0717, a copy of which
is attached hereto as Exhibit A-1 ;

•

The Kilgore Ranch project in Brown County, Texas -All rights, title, and interests in
and under the oil, gas and mineral leases more fully described in the Assignment and
Bill of Sale with an effective date of April 1, 2006 between Premiere Consolidated Oil
and Gas, LLC and Quest Energy Management Group, Inc. which was recorded in the
public records of Brown County, Texas at Volume 1623, Page 140 and All rights, title,
and interests in and under the oil, gas and mineral leases more fully described in the
Assignment and Bill of Sale with an effective date of April 1, 2006 between Premiere
Consolidated Oil and Gas, LLC and Quest Energy Management Group, Inc. which was
recorded in the public records of Brown County, Texas at Volume 1614, Page 709,
copies of which are attached hereto as Exhibits A-2 and A-3, respectively; and,

•

Any and all other leases or wells listed, and all leasehold interest of Seller in the lands
upon which the Wells are located

List of Current Leases/Wells
APINo.
'04930722
'04931218
'04931456
'04931624
'04932020

Lease#
'25003
'00222
'00222
'00222
'00292

Lease Name
KILGORE, J.C. "A"
KILGORE, E. P.
KILGORE, E. P.
KILGORE, E. P.
HENRY, MACK

District Well No.
'7B
0lAW
'7B
12
13
'7B
'7B
9
13
'7B

Oil/Gas County
0
BROWN
0
BROWN
BROWN
0
BROWN
0
0
BROWN

'04932182

'00222

KILGORE, E. P.

'7B

17

0

BROWN

'04932713
'04933202
'04933543
'04933747

'00222
'18449
'27628
'18449

KILGORE, E. P.
KILGORE "B"
K&Y"A"
KI LGORE "B"

'78
'7B
'78
'7B

16

0
0
0
0

BROWN
BROWN
BROWN
BROWN

9

2

I
5

I ;

'04934224
'04935384
'04935438

'26252
'28136
'18449

KILGORE, E.
KILGORE, E.P. K-100
KILGORE "B"

'78
'7B
'7B

'04935457
'04935573
'04935574
'04935583
'04935586
'04935597
'04935598
'04935674
'04935708

'26752
'21979
'18449
'28567
'28567
'26752
'26752
'26581
'26390

KILGORE "G"
SHULTS, HOLLIS "B"
KILGORE "B"
K& Y-AK & Y -AKILGORE "G"
KILGORE "G"
ARMSTRONG, ROY
KILGORE, E. P. "F"

'7B
'7B
'7B
'7B
'78
'7B
'7B
'7B
'7B

'04935723
'04936030
'04936032
'04980484
'04980560
'05936672
'41732413
'41733405
'41733443
'41734879
'41735201
'41735202
'41736736
'41780017

'00222
'25003
'25003
'00222
'28136
'29782
'241787
'22957
'22957
'22957
'22957
'22957
'22957
'017788

KILGORE, E. P.
KILGORE, J.C. "A"
KILGORE, J.C. "A"
KILGORE, E. P.
KILGORE, E.P. K-100
SNYDER RANCH
MUSSELMAN "29"
MUSSELMAN CADDO UNIT
MUSSELMAN CADDO UNIT
MUSSELMAN CADDO UNIT
MUSSELMAN CADDO UNIT
MUSSELMAN CADDO UNIT
MUSSELMAN CADDO UNIT
MUSSELMAN CADDO UNIT

'78
'78
'78
'7B
'78
'78
'78
'78
'78
'78
'78
'78
'78
'7B

Musselman Caddo Unit
Henry, Mack
Kilgore -A- #1
Kilgore, J.C. "B" #1
Kilgore, E.P. "F" #2
Kilgore, E.P. K-100 #3
Collier, V.H. #1
Collier, V.H. "B" #1

10

6
7

w
10

9
5
2
4
3
15
3A
20
2Q
IQ
10
2
291J
271
290
273
282
280
251
281

0
0
0

BROWN
BROWN
BROWN

0
0
0
0
0
0
0
0
0

BROWN
BROWN
BROWN
BROWN
BROWN
BROWN
BROWN
BROWN
BROWN

0
0
0
0
0
0
G
0
0
0
0
0
0
G

BROWN
BROWN
BROWN
BROWN
BROWN
CALLAHAN
SHACKELFORD
SHACKELFORD
SHACKELFORD
SHACKELFORD
SHACKELFORD
SHACKELFORD
SHACKELFORD
SHACKELFORD

Well #s 250, 272, 274, 260
Well #s 3, 7

2) Other Assets.

All assets of Seller including but not limited to all oil & gas equipment including
in any yards, in any shops or storage, and on the wells and leases, including all oil and
water tanks and heaters and separators, along with any pumps, piping, furniture, fixtures,
equipment, tools and file cabinets, if any, asphalt and concrete ramp areas, and present
storm water drainage system as well as the following:
2009 GMC 2500 Truck
2010 Ford F-250
2011 Ford F-250
2011 Ford F-250
1993 International 2-ton 40bbl Water Truck
1993 International 2-ton 40bbl Water Truck
GMC 2-ton Winch Truck
Volvo MC70B Skid Steer
John Deere 31 OB Backhoe
2007 Kawasaki 610 Mule
Maxey 12' Utility Trailer
BigTex 22' Gooseneck Flatbed Trailer
Maxey 20' Utility Trailer
BigTex 30' Pipe Trailer
Trailer with Lincoln Welder and Cutting Torch

3) Assets Specifically Not Included.

a) This Agreement does not include the cash assets of Quest Energy Management Group,
Inc. held at any financial institutions or any other financial instruments owned by Quest
Energy management Group, Inc. including, but not limited to CDs.
b) This Agreement does not include the real property owned by Quest Energy
Management Group, Inc. which is located at 64 South Jacobs Street, Albany, Texas
76430.
c) This transaction does not include any leases not specifically listed herein, however,
Buyer and Seller acknowledge that it is the intent of this Agreement to sell, assign and
convey all leasehold interest of Seller in the lands upon which the Wells listed in
Exhibit A are located.

11

Exhibit A-1
The Musselman Caddo Unit (MCU) Assignment and Bill of Sale

12

Exhibit A-2
The Kilgore Ranch Assignment and Bill of Sale

13

Exhibit A-3
The Kilgore Ranch Assignment and Bill of Sale

14

Exhibit B
Proposed Court Order
UNITED ST ATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
V.

ARTHUR NADEL,
SCOOP CAP IT AL, LLC,
SCOOP MANAGEMENT, INC.,
Defendants.

CASE NO.: 8:09-cv-0087-T-26TBM

SCOOP REAL ESTATE, L.P.,
VALHALLA INVESTMENT PARTNERS, L.P.,
VALHALLA MANAGEMENT, INC.,
VICTORY IRA FUND, LTD,
VICTORY FUND, LTD,
VIKING IRA FUND, LLC,
VIKING FUND, LLC, AND
VIKING MANAGEMENT, LLC.
Relief Defendants.

I
ORDER

Before the Court is the Receiver's Unopposed Verified Motion for Approval of Sale of
Assets of Quest Energy Management Group, Inc. (the "Motion") (Dkt. __J.

Upon due

consideration of the Receiver's powers as set forth in the Order Appointing Receiver (Dkt. 8), the
Orders Reappointing Receiver (Dkts. 140, 316, 493 , 935 and 984), and applicable law, it is
ORDERED AND ADJUDGED that the Motion is GRANTED.

The Court finds that the

transaction reflected in the Asset Purchase Agreement attached to the Motion is in the best interest

15

of the Receivership estate for the reasons detailed in the Motion. The Court also finds that the
Motion includes sufficient grounds for waiving the appraisal requirements of 28 U.S.C. § 200 I (b)
under the discretion afforded this Court by 28 U.S.C. § 2004. In lieu of a hearing on the Motion,
the Court finds that the filing of the Motion in the Court' s public docket, its publication on the
Receivership' s website, and the publication of the terms of this transaction in accordance with 28
U.S.C. § 2001(b) provided sufficient notice and opportunity for any interested party to be heard.
Thus, the Court specifically approves the sale of the assets of Quest Energy Management
Group, Inc. to Archer Petroleum Ltd. as provided for in the Asset Purchase Agreement attached as
Exhibit_ to the Motion. The Receiver is hereby directed to transfer free and clear of all claims,
liens, and encumbrances the assets of Quest Energy Management Group, Inc. to Archer Petroleum
Ltd. pursuant to the Asset Purchase Agreement attached as Exhibit_ to the Motion. Any liens or
encumbrances, including tax liens, on the real or personal property transferred pursuant to the
Asset Purchase Agreement shall attach to the proceeds of the sale and shall be resolved through
the claims process established in this action.
Furthermore, Quest Energy Management Group, Inc. interests, rights, and obligations as
tenant under any and all oil and gas leases between it and various lessors, as well as Quest Energy
Management Group, Inc. 's interests, rights, and obligations as lessee under the various oil and gas
leases, as both are more particularly described in the Motion, are hereby assigned and transferred
to Archer Petroleum Ltd.
2019.

DONE and ORDERED in chambers in Tampa, Florida this _ _ day of _ _ _ _ __ ,

UNITED STA TES DISTRICT JUDGE

COPIES FURNISHED TO:
Counsel of Record

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Exhibit C
Bill of Sale

1.
Sale and Transfer of Assets. For good and valuable consideration, the receipt,
adequacy and legal sufficiency of which are hereby acknowledged, Burton W. Wiand, as Receiver
for Quest Energy Management Group, Inc ., a Delaware limited liability company ("Assignor"),
hereby sells, transfers, assigns, conveys, grants and delivers to Archer Petroleum Ltd .. , a Texas
Corporation (" Assignee"), effective as the date hereof, all of Assignor' s right, title and interest in and
to all of the Assets (as defined in the Asset Purchase Agreement between Assignor and Assignee
dated _ _ _ _ _ _, 2019).
2.
Representations and Warranties. Assignor hereby covenants with Assignee that: (a)
Assignor is the lawful owner of the Assets with the free and unrestricted right to sel I the same; (b)
the Assets are free and clear of all liens, claims and encumbrances of any nature whatsoever; (c)
Assignor warrants and will defend title to the Assets hereby transferred against all claims and
demands of all persons whomsoever; and (d) Assignor will execute and deliver such other documents
and take such actions as Assignee may reasonably request from time to time to further evidence the
transfer of the Purchased Assets as contemplated hereby.
3.
Further Actions. Assignor agrees to take all steps reasonably necessary to establish
the record of Assignee' s title to the Assets and, at the request of Assignee, to execute and deliver
further instruments of transfer and assignment and take such other action as Assignee may reasonably
request to more effectively transfer and assign to and vest in Assignee each of the Assets.
Assignor has executed this Bill of Sale as of _ _ _ _ _ _ _ __ , 2019.
Burton W. Wiand, as Receiver for
Quest Energy Management Group, Inc.

Burton W. Wiand, as Receiver for
Quest Energy Management Group, Inc.

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