Exhibit F: Memorandum of Timber Agreement — No. 2:19-bk-00787 (Dkt. 52-11, Bankr. N.D. W. Va.)
What This Document Is
This is Exhibit F to docket entry 52 (docketed separately as entry 52-11), an 8-page exhibit consisting of a recorded Memorandum of Timber Agreement (Hardy County Deed Book 346, Page 278, Instrument No. 210183, presented for recording May 24, 2018) followed by the underlying Timber Agreement dated March 26, 2018. This is a real-property/contract exhibit, not a criminal filing.
Factual Summary
The recorded Memorandum identifies the parties as TenX Group, LLC (the debtor's prior name) and Theresa Morgoglione, care of attorney Tim Kelsey — not SMI, LLC directly — covering two Hardy County parcels (59.00 acres and 689.4 acres). It states that under a Timber Agreement dated March 26, 2018, TenX granted Morgoglione "the right to harvest any and all timber, trees and other forest products" on the property for a perpetual term commencing September 26, 2018. The Memorandum was acknowledged by Morgoglione before a Virginia notary and recorded by the Hardy County Clerk. The underlying Timber Agreement itself, however, names TenX Group, LLC as grantor and SMI, LLC as grantee (Morgoglione appears only on the recorded Memorandum, not as a signatory to the underlying contract in the extracted text) — granting SMI, for stated consideration of $100,000, exclusive rights to all merchantable timber on the two parcels, unrestricted ingress/egress and road-construction rights, and a perpetual term with SMI covenanting only to refrain from harvesting for six months. The agreement provides SMI will release its rights only "upon satisfaction in full of the terms of all loan documents between TenX and its affiliates and SMI," indicating the timber grant secured a pre-existing debt rather than a $100,000 cash sale. TenX represented it held "unencumbered fee simple title" to the property — a representation WVEDA's motion (docket entry 52) characterizes as false given WVEDA's own prior deeds of trust. The agreement is signed by James Punelli and Raymond Jones as "Authorized Signatory" on behalf of TenX Group, LLC, each before separate notaries.
Key Facts
- Recorded May 24, 2018, Hardy County, WV, Deed Book 346, Page 278, Instrument No. 210183; underlying agreement dated March 26, 2018
- Parcels covered: 59.00 acres (Parcel 3-203-5) and 689.4 acres (Parcel 2-203-8), Hardy County, West Virginia
- Recorded Memorandum's named grantee: Theresa Morgoglione; underlying Timber Agreement's named grantee: SMI, LLC — different names on different documents within this exhibit
- Stated consideration: $100,000 cash, though the release clause ties termination to satisfaction of separate loan documents between TenX/affiliates and SMI
- Term: perpetual, with SMI's exclusive timber-harvest rights, road-construction rights, and a six-month covenant not to commence harvesting
- Signed on behalf of TenX Group, LLC by James Punelli and Raymond Jones as "Authorized Signatory"
Source Caveats
- The PDF-to-text extraction shows character-substitution and OCR artifacts throughout (e.g., "cx)ds" for "Woods," "considération" for "consideration"), consistent with this docket's recurring encoding defect; facts here are drawn from the portions that remained legible.
- The recorded Memorandum's named grantee (Theresa Morgoglione) does not match the underlying Timber Agreement's named grantee (SMI, LLC); this summary states the discrepancy as found rather than assuming which name is authoritative, since no clarifying document was found within this exhibit.
- Use the linked source file for exact quotations, the full recorded instrument, and the complete signature/notary blocks.
- Date
- 2019-11-02
Cite this document
“Exhibit F: Memorandum of Timber Agreement — No. 2:19-bk-00787 (Dkt. 52-11).”
Original at ecf.wvnb.uscourts.gov, dated 2019-11-02. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2019-11-02-memorandum-of-timber-agreement/
, SHA-256 a4b2184c4335c0a0635095180034c72ad117b4cba0a97afaac3cd7af713ee97b.Full text
No. 2:19-bk-00787 Doc 52-11 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 1
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EXHIBIT F
LESLIE KINDRICK
BOOK 346 PAGE 278(2) 210183
No. WCX)DS ROGERS PLC
2:19-bk-00787
123 EAST MAIN STREET.STHDoc
FLOOR52-11 Filed 11/02/19 Entered 11/02/19 10:03:07 Page 2
CHARLOTTESVILLE.VA22902 of 8
Prepared by and after recording please return to:
Timothy I. Kelsey(VSB 47781)
Woods Rogers PLC
123 E. Main Street, S"* Fioor
Charlottesville, VA 22902
Tax Map / Parcel ID Numbers: 3-203-5(03 203000500000000)and
2-203-8(03 203000800000000)
MEMORANDUM OF TIMBER AGREEMENT
(Hardy County, West Virginia)
PARTIES: TENX GROUP.LLC.a Delaware limited liability company, whose address is:
c/o Panthcra Worldwide
Attn: Ray Jones
215 Dépôt Ct, SE,2'*' Floor
Leesburg, VA 20175
THERESA MORGOGLIONE
c/o Woods Rogers PLC
Attn: Tim Kelsey
123 E. Main Street, 5"* Floor
Charlottesville, VA 22902
PROPERTY: Hardy County, West Virginia
59.00 acres(+/-) Parcel Number: 3-203-5(03 203000500000000)
689.4 acres(+/-) Parcel Number: 2-203-8(03 203000800000000)
NATURE OF AGREEMENT:
Pursuant to a Timber Agreement dated March 26,2018,TenX Croup LLC bas
granted Theresa Morgoglione the right to harvest any and ail timber, trees and
other forest products growing on the above-referenced property, for a perpétuai
term,commencing on September 26,2018.
TenX Croup, LLC and Theresa Morgoglione each have a fully-executed copy of
the Timber Agreement dated March 26,2018,the terms of which are incorporated
herein.
[signature page follows]
BK346 PG279 DOC#210183
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WITNESS the following signature and seal:
(SEAU
Theresa Morgoglioi
COMMONWEALTH OF VIRGINIA
CITY OF CHARLOTTESVILLE:
The foregoing Deed was acknowledged before me this*3'(^ day of ,2018,
by Theresa Morgoglione.
Notary Publi
My Commission Expires: A3/'/^
Notary Certificate No:
DANAJOHNSON HATCHER
NOTARY PUBUC
CommonweaKh of Virginia
Reg. #7642901
My Commission Expires ^
This document presented and filed:
05/24/2018 12;23'.54 PM
Gregory L. Ety, Har^ County. VW
210183 Transfer Tax; $0.00
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Prepared by and after recording please return to:
Timothy I. Kelsey(VSB 47781)
Woods Rogers PLC
123 E. Main Street,5^ Fioor
Charlottesville, VA 22902
Tax Map /Parcel ID Numbers: 3-203-5(03 203000500000000)and
2-203-8(03 203000800000000)
TIMBER AGREEMENT
THIS AGREEMENT is made and entered into the 26*^ day of March, 2018 (notwithstanding its
exécution at a later date) by and between TENX GROUP. LLC a Delaware limited liability
CTenX*'to be indexed as Grantor) and SMI. LLC. a Virginia limited liability company (and/or
assigna,"SMI"to be indexed as Grantee).
WITNESSETH:
1. That for and in considération of ONE HUNDRED THOUSAND DOLLARS
($100,000.00)cash in hand paid and for other good and valuable considération,the receipt
and sufficiency ofwhich is hereby acknowledged, TenX does hereby GRANT,SELL and
CONVEY unto SMI,its successors and assigna:
a. The exclusive rights to ail merchantable timber standing or Mien on ail parcels of
land located in Hardy County, West Virginia owned by TenX,more particularly described
as:
i) 59.00 acres(+/-)Parcel Number:3-203-5(03 203000500000000)and
ii) 689.4 acres (+/-) Parcel Number: 2-203-8 (03 203000800000000)
(together, the "Property");
b. The right oftotal and uninterrupted use of and ingress and egress over and across
the Property to and from the nearest public roadway for the purpose of cutting, skidding,
loading and removing the timber and the right and privilège ofusing or causing to be used
on the Property such machinery and equipment as it shall détermine to be necessary or
convenient to use for such purposes;
c. The Right to access Property with agents or forestry specialists for Best
Management Practices to maximize timber production; and
d. The right to construct new roads over and across the Property as needed, in SMI's
judgment,for access to and for removal ofthe timber.
2. The term ofthis Agreementshall be perpétuai,commencing on the date ofthis Agreement
SMI shall have no obligation with regard to timing or ôequency of any harvesting
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contemplated herein and covenants and agréés to refrain from commencing any timber
activities for six (6) months. Notwithstanding the foregoing, SMI on behalf of itself, its
successors and/or assigns,agréés to sign documentation provided by TenX releasing SMI*s
exclusive right to timber the Property upon satisfriction in full of the tenns of ail loan
documents between TenX and its affihates and SMI.
3. TenX représenta and warrants to SMI that TenX is die owner of the unencumbered fee
simple title to ail ofthe Property and the timber and bas the unqualified and absolute nght
to dispose of the timber as herein provided. TenX also warrants to SMI the quiet and
peaceable enjoyment ofthe rights granted herein on the tenns and provisions hereof^ and
fihall and will forever warrant and defend the title and rights herein granted against the
claims ofany and ail persons whomsoever.
4. SMI agréés to follow Best Management Practices and use reasonable précaution to avoid
damage to fences, roads, fields, streams, and other improvements on the Property and
adjacent property. SMI shall conduct its opérations in accordance with any and ail
applicable feder^ state or local laws,rules and régulations.
5. Prior to any clearing for construction, grading, or any other purpose, TenX shall provide
SMI written Notice to include: Valuation of the timber to be removed as part of
construction/ grading /clearing; and a Plat/ survey/ site plan demonstrating the area to be
disturbed. SMI shall be entitled to conduct its own valuation,to be completed within thirty
(30) days ofsuch Notice and TenX shall automatically be liable to SMI for the
value ofail such timber removed.
6. Any notice or other communication hereunder shall be in wnting and may be delivered by
any receipted means(FedEx,UPS,certilîed mail,e.g.)to any other Party by delivery to the
foUowing address:
ToTenX:
c/o Panthera Worldwide
Attn: Ray lones
215 Dépôt et SE.2FL
T^esbnrg. VA 20175
70^-727-1233-Tel.
ToSMI:
SMILLC
c/o Woods Rogers PLC
Attn! Tim Kelsev
123K.MainSt5^Floor
Cbarlnttesville. VA 22902
434-220-6830(nhonel
434-220-5687(facsimile)
tkelsev@woodsrogers com fomain
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Notice shftll be deemed given and effective (i) on the date of delivery when deliveied
personaily or by ovemight e)q)ress» or (ii) three(3)days afler the postmark date if mailed
by certifîed or registered mail, postage prepaid, retum receipt requested. Actuai notice
received by any Party shall constitute good notice, whether or not such notice has been
receipted. A Party may change the notice address by written notice.
7. Ail the rights and privilèges vested in SMI by this Agreement shall be fieely assignable by
SMI, by way of pledge or otherwise, and in such event fireely enjoyed and exercised by
such assignée or assignées subject to the terms and provisions ofthis Agreement
8. This Agreement and ail ofthe terms and provisions hereofshall be fiilly binding upon and
shall inure to the benefit of the successors, assigns, heirs, administrators and personal
représentatives of TenX and SMI. Without limiting the foregoing, it is expressly
acknowledged that this Agreement shall run with the Property and be enforceable against
any purchaser or future owner ofthe Property.
9. In the event ofa dispute between TenX and SMI arising out ofthe terms and conditions of
this Agreement and the performance of either party hereunder, the prevailing party shall
be entitled to recovery ofail costs ofcollection / enforcement, including but not limited to
reasonable attomey's fees.
This Agreement and the exhibit attached hereto, set forth the entîre agreement ofthe parties with
respect to the subject matter hereof. No other repres^tation or promise has been made by either
party, excqpt as set forth in this Agreement. This Agreement may only be modified by a written
instrument signed by both parties.
[remainder ofpage intentionally blank, counterpart signature pages follow]
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[counteipart signature page 1 of2]
In WITNESS WHEREOF,TenX Group, LLC has caused this Agreement to be executed by an
authorized signatory:
OWNER:TenX Group,LLC
es Punelli, Authorized Signatory
Président
Title
AprUlL2018
Date
STATE / COMMONWEALTH OF
CITY/COUNTYOF ^6Vc/(2Vi/1
The foregoinfi Deed was acknowledged before me this day of 1 * 2018,by James
Punelli as Traf [title] on behalfofTenX Group,'LLC.
Notary ^blic
My Comm Exp: 9 j-^oj o\
î ^m ^s
/«?!
NotaryCertNo: ^Ob^l
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[counterpart signature page 1 of2]
In WITNESS WHEREOF, TenX Group, LLC has caused this Agreement to be executed by an
authorized signatory:
OWNER:TenX Grou LLC
Raymond Jonea Aumo •ized Signatory
C^O
Title
IWl
Date '
STATE/ COMMONWEALTH OF n.Q>
CITY / COUNTY OF Uftr-Âil
The foregoing Deed was acknowledged before me this Jâ^'^ay of /lûTi'l .2018, by
Punclli as [title] on behalfof TenX Group,LLC. ^
Notarjs
OFFICIALSEAL
Notary Public,State OfWestVirginia
My Comm Exp: BRANDI S.OEUWDER
uïeeflœi./ 309Tannery Hollow Rd.
Moor6field,WV 26836
Commiaaion Expires Augusl 16.2021
Notary Cort No:
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