EXHIBIT
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


by
and among


 


ALLEGHANY
CORPORATION,


 


STRANDED
OIL RESOURCES CORPORATION,


 


SORC
HOLDINGS LLC,


 


and


 


LAREDO
OIL, INC.


 


dated as of


 


December 31, 2020




     


     


    

TABLE
OF CONTENTS


 




	ARTICLE I  DEFINITIONS	1
	 	 
	ARTICLE II  PURCHASE AND SALE	6
	Section 2.01  Purchase and Sale	6
	Section 2.02  Purchase Price	7
	Section 2.03  Transactions to be Effected at the Closing	8
	Section 2.04  Closing	8
	Section 2.05  Purchase Price Adjustment	9
	 	 
	ARTICLE III  REPRESENTATIONS AND WARRANTIES OF SELLER	11
	Section 3.01  Organization and Authority of Seller	11
	Section 3.02  Organization, Authority and Qualification of the Company	11
	Section 3.03  Capitalization	11
	Section 3.04  Subsidiaries	12
	Section 3.05  No Conflicts; Consents	12
	Section 3.06  Brokers	12
	Section 3.07  No Other Representations and Warranties	12
	 	 
	ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF BUYER AND LAREDO	13
	Section 4.01  Organization and Authority of Buyer	13
	Section 4.02  Organization, Authority and Qualification of Laredo	13
	Section 4.03  No Conflicts; Consents	13
	Section 4.04  Investment Purpose	14
	Section 4.05  Brokers	14
	Section 4.06  Sufficiency of Funds	14
	Section 4.07  Solvency	14
	Section 4.08  Legal Proceedings	14
	Section 4.09  Independent Investigation	14
	 	 
	ARTICLE V  COVENANTS	15
	Section 5.01  Access to Information	15
	Section 5.02  Supplement to Disclosure Schedules	15
	Section 5.03  Resignations	15
	Section 5.04  Director and Officer Indemnification and Insurance	15
	Section 5.05  Confidentiality; Non-Disparagement	16




    i


     


    


	Section 5.06  Governmental Approvals and Other Third-Party Consents	17
	Section 5.07  Books and Records	18
	Section 5.08  Closing Conditions	18
	Section 5.09  Public Announcements	18
	Section 5.10  Further Assurances	18
	Section 5.11  Certain Tax Matters	19
	Section 5.12  Withholding Taxes	20
	Section 5.13  Transfer Taxes	21
	Section 5.14  Release; Covenant Not to Sue	21
	Section 5.15  Vehicles	22
	Section 5.16  Fredonia Equipment Sale	22
	 	 
	ARTICLE VI  CONDITIONS TO CLOSING	23
	Section 6.01  Conditions to Obligations of All Parties	23
	Section 6.02  Conditions to Obligations of Buyer	23
	Section 6.03  Conditions to Obligations of Seller	24
	 	 
	ARTICLE VII  INDEMNIFICATION	25
	Section 7.01  Survival	25
	Section 7.02  Indemnification By Seller	25
	Section 7.03  Indemnification By Buyer	25
	Section 7.04  Limitations	26
	Section 7.05  Exclusive Remedies	26
	Section 7.06  Tax Treatment of Indemnification Payments	26
	Section 7.07  Procedures for Claims	27
	Section 7.08  Mitigation	28
	 	 
	ARTICLE VIII  TERMINATION	28
	Section 8.01  Termination	28
	Section 8.02  Effect of Termination	29
	 	 
	ARTICLE IX  MISCELLANEOUS	29
	Section 9.01  Expenses	29
	Section 9.02  Notices	29
	Section 9.03  Interpretation	30
	Section 9.04  Headings	30
	Section 9.05  Severability	30




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	Section 9.06  Entire Agreement	30
	Section 9.07  Successors and Assigns	31
	Section 9.08  No Third-party Beneficiaries	31
	Section 9.09  Amendment and Modification; Waiver	31
	Section 9.10  Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	31
	Section 9.11  Specific Performance	32
	Section 9.12  Counterparts	32
	Section 9.13  Non-recourse	32






    iii


     


    

SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”), dated as of December 31, 2020, is entered into by and among
Alleghany Corporation, a Delaware corporation (“Seller”), Stranded Oil Resources Corporation, a Delaware corporation
(“Company”), SORC Holdings LLC, a Delaware limited liability company (“Buyer”), and Laredo
Oil, Inc., a Delaware corporation (“Laredo”, and collectively with Seller, Company, and Buyer, the “Parties”,
and each individually, a “Party”).


 


RECITALS


 


WHEREAS,
the Company is an oil exploration and production company focused on enhanced oil recovery;


 


WHEREAS,
Seller owns all of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company and all of the
issued and outstanding shares of preferred stock, par value $0.001 per share, of the Company (collectively, the “Shares”);


 


WHEREAS,
Buyer is a wholly owned subsidiary of Laredo; and


 


WHEREAS,
Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set
forth herein;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS


 


The
following terms have the meanings specified or referred to in this Article I:


 


“Affiliate”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such Person. The term “control” (including the terms “controlled by”
and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Alleghany
Intercompany Amount” means the net amount payable between Seller and the Company as of the Closing Date excluding any
Indebtedness or any amounts that are otherwise a component of Closing Working Capital.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Business
Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York
are authorized or required by Law to be closed for business.



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“Buyer”
has the meaning set forth in the preamble.


 


“Buyer
Releasing Party” has the meaning set forth in Section 5.14(a).


 


“Cash
and Cash Equivalents” means, as of the Closing, the sum of the fair market value (expressed in United States dollars)
of all cash and cash equivalents (including marketable securities, checks, bank deposits and short term investments which are
convertible into cash), including the amounts of any received but uncleared checks, drafts and wires issued prior to such time,
less the amounts of any outstanding checks or transfers at such time, in each case calculated in accordance with GAAP.


 


“Claim”
has the meaning set forth in Section 7.07.


 


“Closing”
has the meaning set forth in Section 2.04.


 


“Closing
Date” has the meaning set forth in Section 2.04.


 


“Closing
Working Capital” means the aggregate amount of the current assets of the Company (specifically excluding Cash and Cash
Equivalents and income taxes), less the aggregate amount of the current liabilities of the Company (specifically excluding Indebtedness
and income taxes) as of the close of business on the Business Day immediately preceding the Closing Date and calculated in accordance
with GAAP. Notwithstanding anything to the contrary contained herein, in no event shall “Working Capital” include
any amounts with respect to (i) Cash and Cash Equivalents, or (ii) Indebtedness.


 


“Code”
means the United States Internal Revenue Code of 1986, as amended.


 


“Company”
has the meaning set forth in the preamble.


 


“Company
Tax Return” means any return, election, declaration, report, schedule, information return, document, information, opinion,
statement, or any amendment to any of the foregoing (including, without limitation, any consolidated, combined or unitary return)
filed or required to be filed with any Governmental Authority, if, in any manner or to any extent, relating to or inclusive of
the Company, any Subsidiary or any Tax.


 


“Consulting
Agreement” means that certain consulting agreement to be entered into by Seller with Laredo for certain services to
be provided by Laredo, exclusively through Laredo’s employment of each of Mark See, R. Bruce McConnell, and Christopher
Lindsey, to Seller following Closing on such terms as shall be mutually agreed to by Seller and Laredo.


 


“Covenant
Not to Sue” has the meaning set forth in Section 5.14(b).


 


“Disclosure
Schedules” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery
of this Agreement.


 


“Dollars”
or “$” means the lawful currency of the United States.


 


“Drop
Dead Date” has the meaning set forth in Section 8.01(b)(i).



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“Encumbrance”
means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance.


 


“Fraud”
means a Party is finally determined by a court of competent jurisdiction to have willfully and knowingly committed fraud against
another Party hereto, with the specific intent to deceive and mislead such Party, regarding the representations and warranties
made herein or in any schedule, exhibit or certificate delivered pursuant hereto.


 


“GAAP”
means United States generally accepted accounting principles in effect from time to time, as applied by the Company.


 


“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or
instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory
authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority
have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.


 


“Governmental
Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any
Governmental Authority.


 


“Income
Tax” means any federal, state, local, foreign or other income taxes (including any Tax on or based upon net income,
or gross income, or income as specially defined, or earnings, or profits, or selected items of income, earnings, or profits).


 


“Income
Tax Return” means any Tax Return that is related to or for any Income Tax.


 


“Indebtedness”
means the following liabilities and obligations of the Company:


 


(i)        all
borrowings and other indebtedness for borrowed money, including amounts drawn down under related party, intercompany and revolving
credit facilities and any borrowings by way of overdraft, acceptance credit or similar facilities;


 


(ii)       all
interest accrued on any or all of the “debt” described in (i) above; and


 


(iii)      any
transaction related and success fees and expenses payable by the Company to any advisers engaged by or on behalf of the Company
or in connection with the transaction contemplated by the Agreement.


 


“Indemnified
Party” means the party making a claim under Article VII of the Agreement.


 


“Indemnifying
Party” means the party against whom a claim under Article VII of the Agreement is made.


 


“Independent
Accountant” means an impartial, independent, certified public accountant mutually agreed upon by Buyer and Seller.


 


“Laredo”
has the meaning set forth in the Preamble.



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“Laredo
Debt” has the meaning set forth in Section 5.16.


 


“Law”
means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement
or rule of law of any Governmental Authority.


 


“Loss”
or “Losses” means actual out-of-pocket losses, damages, liabilities, costs or expenses, including reasonable
attorneys’ fees.


 


“Material
Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to (a) the business,
results of operations, financial condition or assets of the Company, or (b) the ability of Seller to consummate the transactions
contemplated hereby; provided, however, that “Material Adverse Effect” shall not include any event,
occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political
conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial,
banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any
market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism,
or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted
to be taken) with the written consent of or at the written request of Buyer; (vi) any matter of which Buyer is aware on the date
hereof; (vii) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation
thereof; (viii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses
or threatened losses of employees, customers, suppliers, distributors or others having relationships with the Company; (ix) any
natural or man-made disaster or acts of God (including any pandemic or disease outbreak, such as the COVID-19 novel coronavirus);
or (x) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions
(provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded).


 


“Non-Released
Claims” has the meaning set forth in Section 5.14(a).


 


“Notice
of Objection” has the meaning set forth in Section 2.02(b).


 


“Parent
Consolidated Group” means the consolidated group of affiliated corporations of which Seller is the common parent.


 


“Permits”
means all permits, licenses, franchises, approvals, authorizations, and consents required to be obtained from Governmental Authorities.


 


“Person”
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated
organization, trust, association or other entity.


 


“Post-Closing
Tax Period” means (a) any taxable period ending after the Closing Date, and (b) the portion of any Straddle Period ending
after the Closing Date.



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“Pre-Closing
Tax Period” means (a) any taxable period ending on or before the Closing Date, and (b) the portion of any Straddle Period
ending on the Closing Date.


 


“Proceeding”
means any audit, administrative action, assessment, case, deposition, examination, executive action, filing, hearing, information
request, injunction, inquiry, investigation, judgment, levy, litigation, order, reassessment, review, seizure, subpoena, suit,
summons, testimony, or other activity involving or conducted by or on behalf of any Governmental Authority.


 


“Purchase
Price” has the meaning set forth in Section 2.02(a).


 


“Real
Property” means the real property owned, leased or subleased by the Company, together with all buildings, structures
and facilities located thereon.


 


“Release”
has the meaning set forth in Section 5.14(b).


 


“Released
Claims” has the meaning set forth in Section 5.14(a).


 


“Representative”
means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants
and other agents of such Person.


 


“Resolution
Period” has the meaning set forth in Section 2.02(b).


 


“Revenue
Royalty” means 5.0% of each, without duplication (i) all consolidated GAAP revenue of Laredo (inclusive of consolidated
subsidiaries), (ii)  GAAP net profit earned by Laredo with respect to unconsolidated joint ventures and investments, and
(iii) licensing income earned by Laredo with respect to the licensing of its intellectual property, all with respect to oil, gas,
gas liquids and all other hydrocarbons (including any consulting, production or other services related thereto, and excluding
(a) any amounts paid by Seller or its Affiliates to Laredo pursuant to the Consulting Agreement or similar arrangement and (b)
gross proceeds of the sale of equipment contemplated in Section 5.16), taken as a whole with Buyer, the Company and all
other Subsidiaries of Laredo, in each case including its respective permitted successors or assigns, recognized during the period
from the Closing Date through December 31, 2027.


 


“Royalty
Statement” has the meaning set forth in Section 2.02(b).


 


“Seller”
has the meaning set forth in the preamble.


 


“Seller
Released Parties” has the meaning set forth in Section 5.14(a).


 


“Shares”
has the meaning set forth in the recitals.


 


“SORC
Agreements” means (i) that certain Stockholders Agreement, dated as of June 14, 2011, among the Company, Seller and
Buyer, (ii) that certain Funding Agreement, dated as of December 30, 2011, by and between Seller and the Company and (iii) that
certain Tax Sharing Agreement, dated as of June 14, 2011, among the Company, Seller and Buyer.



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“State
Tax Return” means any Company Tax Return that is related to or for any State Income Tax that either (a) includes only
and exclusively the Company or its Subsidiaries or (b) any Company Tax Return filed on a consolidated, combined, unitary or similar
basis with respect to which the Company is the common parent (as defined in Section 1504 of the Code), or any other acting in
a similar capacity with respect to such Company Tax Return under applicable Law.


 


“State
Income Tax” means any Income Tax or franchise tax imposed by any state, municipality or subdivision including any Tax
on or based upon net income, or gross income, or income as specially defined, or earnings, or profits, or selected items of income,
earnings, or profits.


 


“Straddle
Period” means any Tax period beginning before the Closing Date and ending after the Closing Date.


 


“Subsidiary”
or “Subsidiaries” of any Person shall mean any corporation or other entity of which a majority of the voting
power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person.


 


“Target
Net Working Capital Amount” means $0.


 


“Tax”
or “Taxes” means any tax, charge, deficiency, duty, fee, levy, toll or other similar amount in the nature of
a tax (including, without limitation, any net income, gross income, profits, gross receipts, escheat, excise, property, sales,
ad valorem, withholding, social security, retirement, employment, unemployment, minimum, estimated, severance, stamp, occupation,
environmental, premium, capital stock, disability, windfall profits, use, service, net worth, payroll, franchise, license, gains,
customs, transfer, recording, registration, value added, surtax, capital gains, goods and services, registration, alternative
or add-on or other tax) assessed or otherwise imposed by any Governmental Authority or under applicable federal, state, local
or non-U.S. law, together with any interest, penalties or any other additions or increases.


 


“Tax
Return” means all returns, declarations, reports, claims for refund, information statements and other documents relating
to Taxes, including all schedules and attachments thereto, and including all amendments thereof.


 


“Transfer
Taxes” has the meaning set forth in Section 5.11(f).


 


“Transfer
Tax Return” means any Tax Return related to the payment of any Transfer Taxes.


 


“Unresolved
Items” has the meaning set forth in Section 2.02(b).


 


ARTICLE
II

PURCHASE AND SALE


 


Section
2.01Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer,
and Buyer shall purchase from Seller, the Shares for the consideration specified in Section 2.02.



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Section
2.02Purchase Price.


 


(a)       Subject
to adjustment pursuant to Section 2.05, the aggregate purchase price for the Shares pursuant to this Agreement (the “Purchase
Price”) shall be an amount equal to: (i) $55,000, plus (ii) the Estimated Closing Cash as set forth on the Estimated
Closing Cash and Indebtedness Statement (as defined below), minus (iii) Estimated Closing Indebtedness as set forth on
the Estimated Closing Cash and Indebtedness Statement, plus (iv) the Estimated Closing Working Capital (which may be a
negative number), plus the Alleghany Intercompany Amount (which may be a negative number), plus the Revenue Royalty
(collectively the “Purchase Price”). The net amount after giving effect to the foregoing adjustments to the
Purchase Price, other than the Revenue Royalty shall be the “Closing Date Payment”. If the Closing Date Payment
is a positive number, Buyer shall pay Seller an amount equal to the Closing Date Payment at Closing by wire transfer of immediately
available funds to an account or accounts designated in writing by Seller to Buyer no later than two Business Days prior to Closing.
If the Closing Date Payment is a negative number, Seller shall pay Buyer an amount equal to the Closing Date Payment at Closing
by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer to Seller. The Revenue
Royalty for the period from the Closing Date through December 31, 2021 shall accrue through December 31, 2021. The Revenue Royalty
accrued through September 30, 2021 shall be due and paid by Buyer to Seller on the first Business Day of January 2022. The Revenue
Royalty accrued for the period of October 1, 2021 through December 31, 2021 shall be due and paid by Buyer to Seller on the first
Business Day following February 1, 2022. The Revenue Royalty for the period from January 1, 2022 until December 31, 2027 shall
accrue and be paid quarterly in arrears by Buyer to Seller on the first Business Day of each of May, August, November and February
with respect to the immediately preceding quarter. All Revenue Royalty payments shall be made by wire transfer of immediately
available funds to an account or accounts designated in writing by Seller to Buyer.


 


(b)       Each
Revenue Royalty payment shall be accompanied by a statement (the “Royalty Statement”) that describes in reasonable
detail how such Revenue Royalty payment was calculated. Seller may dispute the calculation of any Revenue Royalty payment by notifying
Buyer in writing, setting forth in reasonable detail the particulars of such disagreement (the “Notice of Objection”),
within 30 days after delivery of the Royalty Statement by Buyer. To the extent not set forth in the Notice of Objection, Seller
shall be deemed to have agreed with all other calculations, items and amounts set forth in the Royalty Statement. In the event
that the Seller does not deliver a Notice of Objection to Buyer within 30 days after delivery of the Royalty Statement, Seller
shall be deemed to have accepted the calculation of the Revenue Royalty payment set forth in the applicable Royalty Statement.
In the event that a Notice of Objection is timely delivered, Buyer and Seller shall use their respective commercially reasonable
efforts and exchange any information reasonably requested by the other party for a period of 15 days after the receipt by Buyer
of the Notice of Objection (the “Resolution Period”), or such longer period as they may agree in writing, to
resolve in good faith any disagreements set forth in the Notice of Objection. If Buyer and Seller are unable to resolve such disagreements
within the Resolution Period (the items that remain in dispute at the end of such period, the “Unresolved Items”),
then, at any time thereafter, either Seller or Buyer may require the Independent Accountant to resolve the Unresolved Items. Upon
selection of the Independent Accountant, each of Buyer and Seller shall submit an analysis of the Unresolved Items. Buyer and
Seller shall instruct the Independent Accountant to determine as promptly as practicable, and in any event within 30 days after
the date on which such dispute is referred to the Independent Accountant, based solely on the provisions of this Agreement and
the written presentations by Buyer and Seller, the value of the Unresolved Items. The determination of the Independent Accountant
shall be set forth in a written statement delivered to Buyer and Seller and shall be final, conclusive and binding on the parties,
absent fraud or manifest error. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand,
and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer,
respectively, bears to the aggregate amount actually contested by Seller and Buyer.



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(c)       In
the event an Independent Accountant is not selected or has not agreed to serve within the 10 Business Day period following the
Resolution Period (or such longer period as agreed to in writing by Buyer and Seller), then the parties hereto agree that any
dispute, controversy or claim arising out of or relating to calculations of or for the Revenue Royalty payments shall be promptly
submitted to binding arbitration conducted by the American Arbitration Association under its rules, regulations and procedures,
the cost of which shall be borne by the non-prevailing party. Any arbitration hearing shall be held in New York, New York. Judgment
under the award entered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof in accordance
with the terms of Section 9.10 hereof.


 


Section
2.03Transactions to be Effected at the Closing.


 


(a)          At
the Closing, Buyer shall deliver to Seller:


 


(i)         the
Closing Date Payment;


 


(ii)        the
Consulting Agreement, duly executed by Laredo; and


 


(iii)       all
other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant
to Section 6.03 of this Agreement.


 


(b)          At
the Closing, Seller shall deliver to Buyer:


 


(i)        stock
certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers
or other instruments of transfer duly executed in blank;


 


(ii)       the
Consulting Agreement, duly executed by Seller; and


 


(iii)      all
other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant
to Section 6.02 of this Agreement.


 


Section
2.04Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby
shall take place at a closing (the “Closing”) to be held no later than two Business Days after the last of
the conditions to Closing set forth in Article VI have been satisfied or waived (other than conditions which, by their
nature, are to be satisfied on the Closing Date), remotely by exchange of documents and signatures (or their electronic counterparts),
or at such other time or on such other date or at such other place as the Parties may mutually agree upon in writing (the day
on which the Closing takes place being the “Closing Date”). The consummation of the transactions contemplated
by this Agreement shall be deemed to occur at 12:01 a.m. New York time on the Closing Date.



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Section
2.05Purchase Price Adjustment.


 


(a)          Estimated
Closing Working Capital and Estimated Closing Cash and Indebtedness. At least three (3) Business Days before the Closing,
the Company shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the
“Estimated Closing Working Capital”) and good faith estimate of Cash and Cash Equivalents and Indebtedness
as of Closing (the “Estimated Closing Cash and Indebtedness”), which statement shall contain an estimated balance
sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of
Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a calculation of
the Estimated Closing Cash and Indebtedness (the “Estimated Closing Cash and Indebtedness Statement”), certified
by the chief financial officer of the Company that each of the Estimated Closing Working Capital Statement and the Estimated Closing
Cash and Indebtedness Statement was prepared in accordance with GAAP.


 


(b)          Net
Working Capital Adjustment Amount and Closing Cash Adjustment Amount.


 


(i)       Within
sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller each of (A) a statement setting forth the Closing
Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to
the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”),
(B) a statement setting forth the Cash and Cash Equivalents and Indebtedness as of Closing, and a calculation of Cash and Cash
Equivalents and Indebtedness as of Closing (the “Closing Cash and Indebtedness Statement”); and (C) a certificate
of an executive officer of Buyer that the Closing Working Capital Statement was prepared in accordance with GAAP.


 


(ii)      The
post-closing adjustment (the “Post-Closing Adjustment”) shall be: (A) an amount (the “Net Working
Capital Adjustment Amount”) equal to the Closing Working Capital minus (ii) Estimated Closing Working Capital Amount
plus (B) an amount (the “Closing Cash Adjustment Amount”) equal to (i) Cash and Cash Equivalents as of Closing,
minus (ii) the amount of Indebtedness as of Closing. If the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller
an amount equal to the Post-Closing Adjustment, which shall (X) be due (i) within five (5) Business Days of acceptance by Seller
of the Closing Working Capital Statement and Closing Cash and Indebtedness Statement or (ii) if there are Disputed Amounts, then
within five (5) Business Days of the resolution described below; and (Y) be paid by wire transfer of immediately available funds
to such account as is directed by Seller.



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(c)          Examination
and Review.


 


(i)  
      Examination. After receipt of the Closing Working Capital Statement and Closing Cash and
Indebtedness Statement, Seller shall have thirty (30) days (the “Review Period”) to review the Closing
Working Capital Statement and Closing Cash and Indebtedness Statement. During the Review Period, Seller and Seller’s
accountants shall have full access to the books and records of the Company, the personnel of, and work papers prepared by,
Buyer and/or Buyer’s accountants to the extent that they relate to the Closing Working Capital Statement, Closing Cash
and Indebtedness Statement, and to such historical financial information (to the extent in Buyer’s possession) relating
to the Closing Working Capital Statement and Closing Cash and Indebtedness Statement as Seller may reasonably request for the
purpose of reviewing the Closing Working Capital Statement and Closing Cash and Indebtedness Statement and to prepare a
Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with
the normal business operations of Buyer or the Company.


 


(ii)        Objection.
On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement or Closing Cash and
Indebtedness Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail,
indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”).
If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital
Statement and the Net Working Capital Adjustment Amount, and the Closing Cash and Indebtedness Statement and Closing Cash Adjustment
Amount, as the case may be, reflected in the Closing Working Capital Statement and Closing Cash and Indebtedness Statement, shall
be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review
Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of
the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution
Period, the Net Working Capital Adjustment Amount and the Closing Working Capital Statement, and the Closing Cash Adjustment Amount
and Closing Cash and Indebtedness Statement, with such changes as may have been previously agreed in writing by Buyer and Seller,
shall be final and binding.


 


(iii)       Resolution
of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement
of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts”
and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial
nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s
Accountants as mutually approved by Seller and Buyer (the “Independent Accountant”) who, acting as experts
and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Net Working Capital Adjustment Amount
or Closing Cash Adjustment Amount, as the case may be, and the Closing Working Capital Statement and Closing Cash and Indebtedness
Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant
shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the
range of values assigned to each such item in the Closing Working Capital Statement, Closing Cash and Indebtedness Statement,
and the Statement of Objections, respectively.


 


(iv)       Fees
of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand,
and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer,
respectively, bears to the aggregate amount actually contested by Seller and Buyer.



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(v)        Determination
by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within thirty (30)
days (or such other time as the Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed
Amounts and their adjustments to the Closing Working Capital Statement and/or the Net Working Capital Adjustment Amount, and the
Closing Cash and Indebtedness Statement, and Closing Cash Adjustment Amount, as the case may be, shall be conclusive and binding
upon the Parties hereto.


 


(d)          Characterization
of Post-Closing Adjustment for Tax Purposes. Any payments made pursuant to Section 2.05 shall be treated as an adjustment
to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF SELLER


 


Except
as set forth in the Disclosure Schedules, Seller represents and warrants to Buyer that the statements contained in this Article
III are true and correct as of the date hereof.


 


Section
3.01Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing
under the Laws of the state of Delaware. Seller has all necessary corporate power and authority to enter into this Agreement,
to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller
of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated
hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed
and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer and the Company) this Agreement constitutes
a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally
and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


Section
3.02Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing
and in good standing under the Laws of the state of Delaware and has all necessary corporate power and authority to own, operate
or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted.


 


Section
3.03Capitalization. Seller is the record owner of and has good and valid title to the Shares, free and clear of all Encumbrances.
The Shares constitute all of the total issued and outstanding capital stock of the Company. The Shares have been duly authorized
and are validly issued, fully-paid and non-assessable. Upon consummation of the transactions contemplated by this Agreement, Buyer
shall own all of the Shares, free and clear of all Encumbrances. The Shares were issued in compliance with applicable Laws. The
Shares were not issued in violation of the certificate of incorporation, bylaws or other governing documents of the Company or
any other agreement, arrangement, or commitment to which any Seller or the Company is a party and are not subject to or in violation
of any preemptive or similar rights of any Person. As of the Closing, there shall be no outstanding or authorized options, warrants,
convertible securities or other rights, agreements, arrangements or commitments of any character relating to any membership interests
in the Company or obligating any Seller or the Company to issue or sell any equity interests (including the Shares), or any other
interest, in the Company. As of the Closing, other than the certificate of incorporation and bylaws of the Company, there shall
be no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of
the Shares.



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Section
3.04Subsidiaries. The Company’s only Subsidiaries are Caddo Parish Holdings LLC, a Delaware limited liability company,
and Natrona County Holdings LLC, a Delaware limited liability company, both of which are wholly owned by the Company. The Company
does not own, or have any interest in any shares or have an ownership interest in any Person other than the foregoing Subsidiaries.


 


Section
3.05No Conflicts; Consents. The execution, delivery and performance by Seller and the Company of this Agreement, and the
consummation of the transactions contemplated hereby, do not and will not result in a violation or breach of any provision of
the certificate of incorporation, bylaws or other governing documents of Seller or the Company. No consent, approval, Permit,
Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller
or the Company in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby.


 


Section
3.06Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission
in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller or the
Company.


 


Section
3.07No Other Representations and Warranties. Except for the representations and warranties contained in this Article
III (including the related portions of the Disclosure Schedules), none of Seller, the Company or any other Person has made
or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller or the Company,
including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished
or made available to Buyer and its Representatives or as to the future revenue, profitability or success of the Company, or any
representation or warranty arising from statute or otherwise in law.



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ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF BUYER AND LAREDO


 


Buyer
and Laredo represents and warrants to Seller that the statements contained in this Article IV are true and correct as of
the date hereof.


 


Section
4.01Organization and Authority of Buyer. Buyer is a limited liability company duly organized, validly existing and in
good standing under the Laws of the state of Delaware. Buyer is a wholly owned subsidiary of Laredo, and was formed solely to
acquire the Shares and operate the business of the Company following Closing. Buyer has all necessary corporate power and authority
to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The
execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation
by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer.
This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller
and the Company) this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity).


 


Section
4.02Organization, Authority and Qualification of Laredo. Laredo is a corporation duly organized, validly existing and
in good standing under the Laws of the state of Delaware and has all necessary corporate power and authority to own, operate or
lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted.
Laredo has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and
to consummate the transactions contemplated hereby. The execution and delivery by Laredo of this Agreement, the performance by
Laredo of its obligations hereunder and the consummation by Laredo of the transactions contemplated hereby have been duly authorized
by all requisite corporate action on the part of Laredo. This Agreement has been duly executed and delivered by Laredo, and (assuming
due authorization, execution and delivery by Buyer and Laredo) this Agreement constitutes a legal, valid and binding obligation
of Laredo, enforceable against Laredo in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


Section
4.03No Conflicts; Consents. The execution, delivery and performance by each of Buyer and Laredo of this Agreement, and
the consummation of the transactions contemplated hereby, do not and will not: (a) result in a violation or breach of any provision
of the certificate of incorporation, bylaws or other governing documents of Laredo or the certificate of formation, limited liability
company agreement or other governing documents of Buyer; (b) result in a violation or breach of any provision of any Law or Governmental
Order applicable to Buyer or Laredo; or (c) require the consent, notice or other action by any Person under, conflict with, result
in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which Buyer or Laredo
is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure
to give notice would not have a material adverse effect on Laredo’s or Buyer’s ability to consummate the transactions
contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental
Authority is required by or with respect to Laredo or Buyer in connection with the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby, and such consents, approvals, Permits, Governmental Orders, declarations,
filings or notices which would not have a material adverse effect on Laredo’s or Buyer’s ability to consummate the
transactions contemplated hereby.



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Section
4.04Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with
a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered
under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold
except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption
therefrom and subject to state securities laws and regulations, as applicable. Buyer is able to bear the economic risk of holding
the Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial
and business matters so as to be capable of evaluating the merits and risk of its investment.


 


Section
4.05Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission
in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or Laredo.


 


Section
4.06Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable
it to make payment of the Closing Cash and consummate the transactions contemplated by this Agreement.


 


Section
4.07Solvency. Immediately after giving effect to the transactions contemplated hereby, Buyer shall be solvent and shall:
(a) be able to pay its debts as they become due; (b) own property that has a fair saleable value greater than the amounts required
to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital
to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions
contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Buyer or Seller. In connection
with the transactions contemplated hereby, Buyer has neither incurred nor plans to incur debts beyond its ability to pay as they
become absolute and matured.


 


Section
4.08Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Laredo’s
or Buyer’s knowledge, threatened against or by Laredo or Buyer or any Affiliate of Buyer or Laredo that challenge or seek
to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.


 


Section
4.09Independent Investigation. Buyer and Laredo have conducted their own independent investigation, review and analysis
of the business, results of operations, environmental status, prospects, condition (financial or otherwise) or assets of the Company,
and acknowledges that they have been provided adequate access to the personnel, properties, assets, premises, books and records,
and other documents and data of Seller and the Company for such purpose. Each of Laredo and Buyer acknowledges and agrees that:
(a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, each of Laredo
and Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article
III of this Agreement (including any related portions of the Disclosure Schedules); and (b) none of Seller, the Company or
any other Person has made any representation or warranty as to Seller, the Company or this Agreement, except as expressly set
forth in Article III of this Agreement (including the related portions of the Disclosure Schedules).



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ARTICLE
V

COVENANTS


 


Section
5.01Access to Information. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company
shall be required to disclose any information to Buyer if such disclosure would not be disclosable pursuant to the Management
Services Agreement, dated as of June 14, 2011, between Laredo and the Company and, in Seller’s sole discretion, could: (x)
cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by
this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law,
fiduciary duty or binding agreement entered into prior to the date of this Agreement.


 


Section
5.02Supplement to Disclosure Schedules. Prior to the Closing, Buyer shall supplement or amend its Disclosure Schedules
hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Schedule
Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or
breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination
rights contained in this Agreement or of determining whether or not the conditions set forth in Section 6.03 have been
satisfied; provided, however, that if Seller has the right to, but does not elect to, terminate this Agreement within five Business
Days of its receipt of such Schedule Supplement, then Seller shall be deemed to have irrevocably waived any right to terminate
this Agreement with respect to such matter and, further, shall have irrevocably waived its right to indemnification under Section
7.03 with respect to such matter.


 


Section
5.03Resignations. Seller shall deliver to Buyer written resignations, effective as of the Closing Date, of the officers
and directors of the Company which are employees or representatives of Seller prior to the Closing.


 


Section
5.04Director and Officer Indemnification and Insurance.


 


(a)          Buyer
agrees that all rights to indemnification, advancement of expenses and exculpation by the Company and its subsidiaries now existing
in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date,
an officer or director of the Company or any of its subsidiaries, as provided in the certificate of incorporation or bylaws of
the Company (or similar organizational documents of any subsidiary of the Company), in each case as in effect on the date of this
Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue
in full force and effect in accordance with their respective terms.


 


(b)          The
Company shall, and Buyer shall cause the Company to obtain as of the Closing Date “tail” insurance policies with a
claims period of six years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions
that are not less advantageous to the directors and officers of the Company, in each case with respect to claims arising out of
or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated
by this Agreement). Seller shall pay 100% of the premium for such “tail” insurance policies.



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(c)          The
obligations of Buyer and the Company under this Section 5.04 shall not be terminated or modified in such a manner as to
adversely affect any director or officer to whom this Section 5.04 applies without the consent of such affected director
or officer (it being expressly agreed that the directors and officers to whom this Section 5.04 applies shall be third-party
beneficiaries of this Section 5.04, each of whom may enforce the provisions of this Section 5.04).


 


(d)          In
the event Buyer, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person
and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially
all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors
and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.04.


 


Section
5.05Confidentiality; Non-Disparagement.


 


(a)          From
and after the Closing, (x) Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to
cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning
the Company and Buyer, and (y) Buyer shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts
to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning
the Seller, except in each case to the extent that Seller or Buyer, as applicable, can show that such information (i) is generally
available to and known by the public through no fault of such Party, any of its Affiliates or their respective Representatives;
or (ii) is lawfully acquired by such Party, any of its Affiliates or their respective Representatives from and after the Closing
from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any
Party or any of its Affiliates or their respective Representatives are compelled to disclose any information subject to this Section
5.05 by judicial or administrative process or by other requirements of Law or any regulatory agency, such Party shall promptly
notify the other Party in writing and shall disclose only that portion of such information which such Party is advised by its
counsel in writing is legally required to be disclosed, provided that such Party shall use reasonable best efforts to obtain
an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. If
this Agreement is, for any reason, terminated prior to the Closing, the provisions of this Section 5.05(a) shall nonetheless
continue in full force and effect.


 


(b)          No
party hereto shall, and no party shall permit any of its Affiliates to, publicly disparage or publicly criticize any other party
hereto or its Affiliates, its or its subsidiaries’ business or any of its or its subsidiaries’ current or former directors,
officers or employees, including the business and current or former directors, officers and employees of such other party’s
Affiliates, as applicable, or otherwise make public remarks that could be reasonably be expected to adversely affect the personal
or professional reputation or prospects of the any of the foregoing. The restrictions in this Section shall not apply (i) in any
required testimony or production of information, whether by legal process, subpoena or as part of a response to a request for
information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in
each case, to the extent required; or (ii) to any disclosure required by applicable law, rules or regulations.



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Section
5.06Governmental Approvals and Other Third-Party Consents


 


(a)          Each
party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents,
authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery
of this Agreement and the performance of its obligations pursuant to this Agreement. Each party shall cooperate fully with the
other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties
hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required
consents, authorizations, orders and approvals.


 


(b)          Without
limiting the generality of Buyer’s undertaking pursuant to this Section 5.06, Buyer agrees to use its commercially
reasonable efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust,
competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as to enable the
parties hereto to close the transactions contemplated by this Agreement as promptly as possible, including proposing, negotiating,
committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any
of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement
as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining
order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the
consummation of the transactions contemplated by this Agreement. In addition, Buyer shall use its commercially reasonable efforts
to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated
or terminated, any Governmental Order (whether temporary, preliminary or permanent) that would prevent the consummation of the
Closing.


 


(c)          All
analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on
behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection
with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller or
the Company with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or
any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing,
submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good
faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda,
briefs, filings, arguments, and proposals. Each Party shall give notice to the other Party with respect to any meeting, discussion,
appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice
being sufficient to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance
or contact.



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Section
5.07Books and Records.


 


(a)          In
order to facilitate the resolution of any claims made against or incurred by Seller prior to the Closing, or for any other reasonable
purpose, for a period of seven years after the Closing, Buyer shall:


 


(i)         retain
the books and records (including personnel files) of the Company and Buyer relating to periods prior to the Closing in a manner
reasonably consistent with the prior practices of the Company; and


 


(ii)        upon
reasonable notice, afford the Representatives of Seller reasonable access (including the right to make, at Seller’s expense,
photocopies), during normal business hours, to such books and records.


 


(b)          In
order to facilitate the resolution of any claims made by or against or incurred by Buyer or the Company after the Closing, or
for any other reasonable purpose, for a period of seven years following the Closing, Seller shall:


 


(i)         retain
the books and records (including personnel files) of Seller which relate to the Company and its operations for periods prior to
the Closing; and


 


(ii)        upon
reasonable notice, afford the Representatives of Buyer or the Company reasonable access (including the right to make, at Buyer’s
expense, photocopies), during normal business hours, to such books and records.


 


(c)          Neither
Buyer nor Seller shall be obligated to provide the other party with access to any books or records (including personnel files)
pursuant to this Section 5.07 where such access would violate any Law, regulatory requirement or contractual obligation.


 


Section
5.08Closing Conditions. From the date hereof until the Closing, each Party shall, and Seller shall cause the Company to,
use commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set
forth in Article VI hereof.


 


Section
5.09Public Announcements. Only if required by applicable Law or Governmental Authority (based upon the reasonable advice
of counsel), shall any Party make any public announcements in respect of this Agreement or the transactions contemplated hereby,
and the Parties shall cooperate as to the timing and contents of any such announcement.


 


Section
5.10Further Assurances. Following the Closing, each of the Parties shall, and shall cause their respective Affiliates
to, execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may
be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.



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Section
5.11Certain Tax Matters.


 


(a)        To
the extent not filed prior hereto, the Seller shall prepare or cause to be prepared, in accordance with applicable law and consistent
with past practice, each State Tax Return for any Pre-Closing Tax Period (other than a Pre-Closing Tax Period that is part of
a Straddle Period) and any other Company Tax Return related to or for any Income Tax for any Pre-Closing Tax Period (including
but not limited to the Seller’s consolidated federal Income Tax Return to the extent inclusive of the Company through the
Closing Date). At least thirty (30) days prior to the date on which a State Tax Return for such a Pre-Closing Tax Period is due
(after taking into account any valid extension), the Seller shall deliver such State Tax Return to the Buyer. No later than five
(5) days prior to the date on which a State Tax Return for a Pre-Closing Tax Period is due (after taking into account any valid
extension), the Buyer may request reasonable changes and revisions be made to such State Tax Return. The Seller shall cooperate
fully in making any reasonable changes and revisions to any State Tax Return for a Pre-Closing Tax Period. At least three (3)
days prior to the date on which a State Tax Return (as reasonably revised based on requests by the Buyer) for a Pre-Closing Tax
Period is due (after taking into account any valid extension), the Seller shall pay to the Buyer an amount equal to any Tax due
with respect to such State Tax Return for the Pre-Closing Tax Period (other than any such Tax taken into account under any working
capital, similar adjustment or indemnification), and the Buyer shall file such State Tax Return. This Section 5.11(a) shall
not apply to any Transfer Tax Return.


 


(b)        Except
for any Tax Return to which Section 5.11(a) applies, the Buyer shall prepare and file each Company Tax Return for any Post-Closing
Tax Period or any Straddle Period in accordance with applicable law. At least thirty (30) days prior to the date on which a Company
Tax Return for a Straddle Period is due (after taking into account any valid extension), the Buyer shall deliver such Company
Tax Return to the Seller. No later than five (5) days prior to the date on which a Company Tax Return for any Straddle Period
is due (after taking into account any valid extension), the Seller may make reasonable changes and revisions to such Company Tax
Return. The Buyer shall cooperate fully in making any reasonable changes and revisions to any Company Tax Return for any Straddle
Period. At least three (3) days prior to the date on which such Company Tax Return for a Straddle Period is due (after taking
into account any valid extension), the Seller shall pay to the Buyer an amount equal to the Tax on such Company Tax Return to
the extent such Tax relates, as determined under Section 5.11(c), to the portion of such Straddle Period ending on and
including the Closing Date. This Section 5.11(b) shall not apply to any Transfer Tax Return.


 


(c)        In
the case of a Tax payable for a Straddle Period, the portion of such Tax of the Company that relates to the portion of the Straddle
Period ending on the Closing Date shall (i) in the case of a Tax (other than a Tax based upon or related to income, employment,
sales or other transactions, franchise or receipts) be deemed to be the amount of such Tax for the entire Straddle Period multiplied
by a fraction the numerator of which is the number of days in the portion ending on the Closing Date of the Straddle Period and
the denominator of which is the number of all of the days in the Straddle Period; and (ii) in the case of a Tax based upon or
related to income, employment, sales or other transactions, franchise or receipts, be deemed equal to the amount which would be
payable if the Straddle Period ended on the Closing Date and such Tax was based on an interim closing of the books as of the close
of business on the Closing Date.



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(d)        Each
Party shall promptly forward to the other a copy of all written communications from any Governmental Authority relating to any
Tax or Company Tax Return for a Pre-Closing Tax Period or Straddle Period. Upon reasonable request, the Buyer and the Seller shall
each make available to the other all information, records or other documents relating to any Tax or any Company Tax Return for
a Pre-Closing Tax Period or Straddle Period. The Buyer and the Seller shall preserve all information, records or other documents
relating to a Tax or a Company Tax Return for a Pre-Closing Tax Period or Straddle Period, until the date that is six (6) months
after the expiration of the statute of limitations applicable to the Tax or the Company Tax Return. Prior to transferring, destroying
or discarding any information, records or documents relating to any Tax or any Company Tax Return for a Pre-Closing Tax Period
or Straddle Period, the Seller shall give to the Buyer a reasonable written notice and, to the extent the Buyer so requests, the
Seller shall permit the Buyer to take possession of all such information, records and documents. In addition, the Buyer and the
Seller shall cooperate with each other in connection with all matters relating to the preparation of any Company Tax Return or
the payment of any Tax and in connection with any proceeding relating to any Tax or Company Tax Return, including but not limited
to, access to information regarding the Company or any of its Subsidiaries for the purpose of preparing any Company Tax Return
of which the Seller or any of its Subsidiaries is the common parent. Nothing in this Section 5.11(d) shall affect or limit
any indemnity or similar provision or any other representations, warranties or obligations of the Company or the Seller. Each
Party shall bear its own costs and expenses in complying with the provisions of this Section 5.11.


 


(e)        The
Seller shall be entitled to any refunds (including any interest paid thereon) or credits for Taxes attributable to any Pre-Closing
Tax Period including but not limited to any portion of the Straddle Period that is part of the Pre-Closing Tax Period. Upon receipt,
the Company shall pay any amount referenced in the preceding sentence to the Seller.


 


(f)        Notwithstanding
anything to the contrary in this Agreement, all liabilities, obligations and other rights between any member of the Parent Consolidated
Group, on the one hand, and the Company and any of its Subsidiaries, on the other hand, under any Tax sharing or Tax indemnity
agreement in effect prior to the Closing Date (other than this Agreement) shall cease and terminate as of the Closing Date as
to all past, present and future taxable periods.


 


Section
5.12Withholding Taxes. Notwithstanding any other provision of this Agreement, and for the avoidance of doubt, (a) each
payment made pursuant to this Agreement shall be made net of any Taxes required by applicable law to be deducted and withheld
from such payment, and (b) any amounts deducted or withheld from such payment shall be remitted to the applicable Governmental
Authority and, when so remitted, shall be treated for all purposes of this Agreement as having been paid to the Party in respect
of which such deduction and withholding was made. Prior to the Closing Date, if Buyer or Seller becomes aware that any amount
is required to be so deducted and withheld, it shall promptly provide notice to the other Party. Buyer shall use reasonable efforts
to notify Seller at least ten (10) days in advance of Buyer deducting and withholding any Taxes from any payment made pursuant
to this Agreement, including providing a copy of the law pursuant to which Buyer proposes to make any such withholding, provided,
however, that Buyer may deduct and withhold any such Taxes even if notice to Seller is not provided at least 10 days in advance.



    20


     


    


Section
5.13Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees
(including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (including
any real property transfer Tax and any other similar Tax, collectively, “Transfer Taxes”) shall be borne and
paid by Seller when due, regardless of the Person liable for such obligations under applicable Law or the Person making payment
to the Governmental Authority or other third party. Seller shall, at its own expense, timely file any Transfer Tax Return or other
document with respect to such Transfer Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).


 


Section
5.14Release; Covenant Not to Sue.


 


(a)          Effective
upon the Closing, each of Buyer and Laredo, on behalf of itself and its Affiliates, and its and their successors and assigns (collectively,
the “Buyer Releasing Parties”), each hereby forever, irrevocably and unconditionally releases, settles, cancels,
discharges and acknowledges to be fully and finally satisfied any and all claims, litigations, complaints, proceedings, disputes,
controversies, suits, arbitrations, charges, audits, investigations, hearings, demands, rights, actions, causes of action, debts,
accounts, covenants, contracts, agreements (including the SORC Agreements), promises, damages, costs, reimbursements, losses,
compensation, liabilities, costs and expenses (including attorneys’ fees), penalties, dues, sums of money, reckonings, liens,
bonds, bills, obligations, specialties, variances, trespasses, judgments, extends, executions and administrative grievances of
any and every kind, nature or description whatsoever, known or unknown, foreseen or unforeseen, matured or unmatured, suspected
or unsuspected, existing or claimed to exist, fixed or contingent, both at law and in equity (collectively, “Released
Claims”), which the Releasing Parties may have had or may now or hereafter have or assert against the Company or Seller,
or any of their respective present or former officers, directors, equity holders, partners, members, managers, agents, representatives,
employees, Affiliates, Subsidiaries, successors and assigns (collectively, the “Seller Released Parties”) for,
upon, or by reason of any matter, cause, or thing whatsoever related or attributable to the period, or arising during the period,
from the beginning of time through and including the Closing; provided, however, that “Released Claims” shall not
include other claims or rights arising under or in connection with this Agreement (the “Non-Released Claims”).


 


(b)          Each
of Buyer and Laredo, on behalf of itself and each other Buyer Releasing Party, agrees that: (i) neither it nor Laredo or Buyer,
nor any of the other Buyer Releasing Parties, will bring, file, institute, prosecute, maintain, participate in, or recover upon,
either directly or indirectly, or encourage or benefit from the institution of, any Action or Proceeding, against any of the Seller
Released Parties for or relating to any of the Released Claims (“Covenant Not To Sue”), (ii) the release provided
in Section 5.14(a) above (the “Seller Release”) may be pleaded by a Seller Released Party as a full
and complete defense to any action or Proceeding (including described in clause (i) above) with respect to a Released Claim that
is contrary to the terms of the Seller Release, and may be asserted as a basis for abatement of, or injunction against, said action
or Proceeding with respect to a Released Claim and as a basis for a cross-complaint for damages therein and (iii) in the event
that any Buyer Releasing Party breaches the Covenant Not To Sue, any Seller Released Party aggrieved shall be entitled to recover
not only the amount of any judgment that may be awarded in favor of such aggrieved Seller Released Party, but also such other
damages, costs and expenses as may be incurred by such aggrieved Seller Released Party, including court costs and reasonable attorneys’
fees, in preparing the defense of, defending against or seeking and obtaining abatement of, or injunction against, such action
or proceeding, and establishing and maintaining the applicability of the Seller Release.



    21


     


    


(c)          Effective
upon the Closing, Seller, on behalf of itself and its Affiliates, and its and their successors and assigns (collectively, the
“Seller Releasing Parties”), each hereby forever, irrevocably and unconditionally releases, settles, cancels,
discharges and acknowledges to be fully and finally satisfied any and all Released Claims, which the Seller Releasing Parties
may have had or may now or hereafter have or assert against the Buyer or Laredo, or any of their respective present or former
officers, directors, equity holders, partners, members, managers, agents, representatives, employees, Affiliates, Subsidiaries,
successors and assigns (collectively, the “Buyer Released Parties”) for, upon, or by reason of any matter,
cause, or thing whatsoever related or attributable to the period, or arising during the period, from the beginning of time through
and including the Closing; provided, however, that “Released Claims” shall not include the Non-Released Claims.


 


(d)          Seller,
on behalf of itself and each other Seller Releasing Party, Covenants Not to Sue any of the Buyer Released Parties for or relating
to any of the Released Claims, (ii) the release provided in Section 5.14(c) above (the “Buyer Release”)
may be pleaded by a Buyer Released Party as a full and complete defense to any action or Proceeding (including described in clause
(i) above) with respect to a Released Claim that is contrary to the terms of the Buyer Release, and may be asserted as a basis
for abatement of, or injunction against, said action or Proceeding with respect to a Released Claim and as a basis for a cross-complaint
for damages therein and (iii) in the event that any Seller Releasing Party breaches the Covenant Not To Sue, any Buyer Released
Party aggrieved shall be entitled to recover not only the amount of any judgment that may be awarded in favor of such aggrieved
Buyer Released Party, but also such other damages, costs and expenses as may be incurred by such aggrieved Buyer Released Party,
including court costs and reasonable attorneys’ fees, in preparing the defense of, defending against or seeking and obtaining
abatement of, or injunction against, such action or proceeding, and establishing and maintaining the applicability of the Buyer
Release.


 


Section
5.15Vehicles. The purchase price for vehicles being sold to individuals as indicated on Section 5.15 of the Disclosure
Schedules shall be deducted from the first quarterly payment under the consulting agreement, and Company shall sell the other
vehicles set forth on Section 5.15 of the Disclosure Schedules by January 31, 2021, with the proceeds thereof to be paid
to (i) Laredo and next quarterly payment under Consulting Agreement to be reduced by like amount or (ii) paid to Seller to reduce
the principal amount of the Laredo Debt, as determined by Laredo and Buyer.


 


Section
5.16Fredonia Equipment Sale. Following the Closing, the Fredonia equipment set forth on Section 5.16 of the Disclosure
Schedules shall be sold by the Company and/or Buyer. The proceeds of such sale shall be applied first to reduce Laredo’s
outstanding debt (including any accrued interest thereon) to Seller (“Laredo Debt”), and any excess sale proceeds
above the amount of the Laredo Debt will be paid half to Seller and paid or retained half by Buyer. At Closing, Seller shall deliver
to Buyer a statement setting forth the principal and accrued interest of the Laredo Debt due and owing by Laredo as of Closing.
Seller hereby agrees that the Laredo Debt shall not accrue any interest during 2021. Beginning on January 1, 2022, the then-outstanding
balance of the Laredo Debt will accrue interest at a rate of 5.0% per annum. Seller and Laredo hereby agree that the Laredo Debt
shall be due and payable in full by Laredo to Seller on June 30, 2022.



    22


     


    


ARTICLE
VI

CONDITIONS TO CLOSING


 


Section
6.01Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated
by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:


 


(a)          No
Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect
and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation
of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.


 


(b)         No
Proceeding shall have been instituted or threatened, or claim or demand made against the Company, Seller or Buyer seeking to restrain
or prohibit, or to obtain damages with respect to, the consummation of the transactions contemplated hereby.


 


(c)          Except
with respect to this Agreement and the transactions contemplated hereby, Seller and Buyer shall have terminated all arrangements
between them, including the SORC Agreements.


 


(d)          To
the extent necessary, the documents evidencing the Laredo Debt shall have been amended to give effect to the terms set forth in
Section 5.16.


 


Section
6.02Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:


 


(a)          The
representations and warranties of Seller contained in Article III shall be true and correct in all respects as of the Closing
Date with the same effect as though made at and as of such date (except those representations and warranties that address matters
only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure
of such representations and warranties to be true and correct would not have a Material Adverse Effect.


 


(b)          Seller
shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this
Agreement to be performed or complied with by it prior to or on the Closing Date.



    23


     


    


(c)          Buyer
shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the
conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied.


 


(d)          Buyer
shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the
names and signatures of the officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder.


 


(e)          Seller
shall have delivered, or caused to be delivered, to Buyer stock certificates evidencing the Shares, free and clear of Encumbrances,
duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank.


 


(f)          Seller
shall have delivered to Buyer the Consulting Agreement, duly executed by Seller.


 


Section
6.03Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:


 


(a)          The
representations and warranties of Buyer contained in Article IV shall be true and correct in all respects as of the Closing
Date with the same effect as though made at and as of such date (except those representations and warranties that address matters
only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure
of such representations and warranties to be true and correct would not have a material adverse effect on Buyer’s ability
to consummate the transactions contemplated hereby.


 


(b)          Buyer
shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this
Agreement to be performed or complied with by it prior to or on the Closing Date.


 


(c)          Seller
shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer that each of the conditions
set forth in Section 6.03(a) and Section 6.03(b) have been satisfied.


 


(d)          Seller
shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that
attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions
are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.


 


(e)          Seller
shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names
and signatures of the officers of Buyer authorized to sign this Agreement and the other documents to be delivered hereunder.


 


(f)           Buyer
shall have delivered to Seller cash in an amount equal to the Closing Cash by wire transfer in immediately available funds, to
an account or accounts designated at least two Business Days prior to the Closing Date by Seller in a written notice to Buyer.



    24


     


    


(g)          Buyer
shall have delivered to Seller the Consulting Agreement, duly executed by Laredo.


 


(h)          The
transactions contemplated by that certain Purchase and Sale Agreement, dated November 19, 2020, between Natrona County Holdings
LLC and Green Reserve Energy LLC shall have been consummated, and evidence thereof reasonably satisfactory to Seller shall have
been delivered by Buyer to Seller.


 


ARTICLE
VII

INDEMNIFICATION


 


Section
7.01Survival. Except for the representations or warranties in Article III and Article IV, which shall survive
for one year following Closing, none of the representations or warranties in this Agreement or in any instrument delivered pursuant
to this Agreement shall survive the Closing; provided, however, that those covenants and agreements contained in this Agreement
that by their terms are to be performed following the Closing shall survive the Closing until fully performed.


 


Section
7.02Indemnification By Seller. Subject to the other terms and conditions of this Article VII, Seller shall indemnify
and defend Buyer and Laredo against, and shall hold Buyer and Laredo harmless from and against, any and all Losses incurred or
sustained by, or imposed upon, Buyer and/or Laredo based upon, arising out of, with respect to or by reason of:


 


(a)          any
breach of any of the representations or warranties of Seller contained in this Agreement;


 


(b)          any
breach of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement;


 


(c)          any
of the Company’s indemnification obligations pursuant to (i) Section 14.3(a) of that certain Purchase and Sale Agreement,
dated November 19, 2020, between Natrona County Holdings LLC and Green Reserve Energy LLC subject to the limitations on such indemnification
set forth in such agreement (provided, that the indemnification obligation under this Section 7.02(c)(i) is subject to
a cap of $300,000 notwithstanding the indemnification cap therein, but is otherwise subject to the terms and conditions therein)
or (ii) Section 8.4 of that certain Purchase and Sale Agreement, dated as of July 1, 2020, between Caddo Parish Holdings LLC and
CPH Acquisition Vehicle I, LLC, subject to the limitations on such indemnification set forth in such agreement (including the
indemnification cap of up to $250,000, subject to the terms and conditions therein); or


 


(d)         (i)
the ownership and operation of Natrona County Holdings LLC from its formation through the Closing and (ii) the ownership and operation
of Caddo Parish Holdings LLC from its formation through the Closing.


 


Section
7.03Indemnification By Buyer. Subject to the other terms and conditions of this Article VII, Buyer shall indemnify
and defend Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed
upon, Seller based upon, arising out of, with respect to or by reason of:


 


(a)          any
breach of any of the representations or warranties of Buyer contained in this Agreement; or


 


(b)       
  any breach of any covenant, agreement, or obligation to be performed by Buyer pursuant to this
Agreement.



    25


     


    


Section
7.04Limitations. Notwithstanding anything to contrary contained herein, (a) Seller shall not be liable for any indemnification
pursuant to (i) Section 7.02(a) and Section 7.02(b) for any claims in excess of $55,000 (individually or in the
aggregate), (ii) Section 7.02(c) for any claims in excess of the respective indemnification caps set forth in Section
7.02(c), and subject to the terms and conditions set forth in the purchase agreements referenced therein, and (iii) Section
7.02(d), for any individual claim, until the aggregate amount of Losses in respect of such claim for indemnification under
Section 7.02(d) exceeds $25,000 (for each such individual claim, a “Individual Claim Basket”), in which
event Seller shall only be required to pay or be liable for Losses in respect of such individual indemnification claim in excess
of the Individual Claim Basket; provided, however, the costs associated with the compliance orders that have been
issued to the subsidiaries of the Company and that are incurred in connection with the release of all legacy bonds of the Company’s
subsidiaries (A) shall be considered one claim under this Section 7.02(d), (B) shall not be subject to the Individual Claim
Basket and (C) Seller shall not be liable for any indemnification therefor until the aggregate amount of all costs exceeds $10,000,
in which event Seller shall be liable for all such costs from the first dollar; (b) in no event shall Seller be liable in the
aggregate for indemnification under Section 7.02(d) in excess of $300,000; and (c) any claim for indemnification under
Section 7.02(d) must be made on or prior to the one-year anniversary of the Closing Date as more specifically set forth
in Section 7.07. For avoidance of doubt, (a) Buyer cannot make claims under Section 7.02(d) for any claims under
or arising out of the purchase agreements referenced in Section 7.02(c) and (b) all claims by Laredo or Buyer in respect
of the compliance orders and legacy bonds referenced above shall be made under Section 7.02(d).


 


Section
7.05Exclusive Remedies. Subject to Section 9.11, the Parties acknowledge and agree that their sole and exclusive
remedy with respect to any and all claims (other than claims arising from Fraud on the part of a Party in connection with the
transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation
set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions
set forth in this Article VII. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted
under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement
or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties
and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the
indemnification provisions set forth in this Article VII. Nothing in this Section 7.04 shall limit any Person’s
right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 9.11 or to seek
any remedy on account of Fraud by any Party.


 


Section
7.06Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated
by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.



    26


     


    


Section
7.07Procedures for Claims.


 


(a)          Any
claim by an Indemnified Party on account of a Loss which results from the acts or omissions of the Indemnifying Party pursuant
to Section 7.02(a), 7.02(b) or 7.03, as well as any claim pursuant to Section 7.02(c) and any claim
pursuant to Section 7.02(d) other than as specifically addressed in Section 7.07(b), any of the foregoing as applicable
(a “Claim”), shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice
thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification
obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure.
Such notice by the Indemnified Party shall describe the Claim in reasonable detail, shall include copies of all material written
evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained
by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to
such Claim, including whether the Indemnifying Party shall assume the defense of such Claim (to the extent applicable). During
such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the
matter or circumstance alleged to give rise to the Claim, and whether and to what extent any amount is payable in respect of the
Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance
(including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records)
as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond
within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party
shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions
of this Agreement.


 


(b)          Any
claim by an Indemnified Party on account of a Claim pursuant to Section 7.02(d) related to the costs associated with the
compliance orders that have been issued to the subsidiaries of the Company and that are incurred in connection with the release
of all legacy bonds of the Company’s subsidiaries shall be made after the threshold described therein has been satisfied
and aggregated quarterly (i) within five (5) Business Days following the end of each of the first three calendar quarters of 2021
or (ii) on the one-year anniversary of the Closing Date. The failure to give such written notice as set forth herein shall relieve
the Indemnifying Party of its indemnification obligations. Such notice by the Indemnified Party shall describe the Claim in reasonable
detail, shall include copies of all material written evidence thereof and shall indicate the Claim amount that has been sustained
by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing
to such Claim. During such thirty (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional
advisors to investigate the matter or circumstance alleged to give rise to the Claim, and whether and to what extent any amount
is payable in respect of the Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving
such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy
any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the
Indemnifying Party does not so respond within such thirty (30)-day period, the Indemnifying Party shall be deemed to have accepted
such claim.



    27


     


    


Section
7.08Mitigation. Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate
any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including
incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.


 


ARTICLE
VIII

TERMINATION


 


Section
8.01Termination. This Agreement may be terminated at any time prior to the Closing:


 


(a)          by
the mutual written consent of Seller and Buyer;


 


(b)          by
Buyer by written notice to Seller if:


 


(i)         Buyer
is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure
to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise
to the failure of any of the conditions specified in Article VI and such breach, inaccuracy or failure cannot be cured
by Seller by December 31, 2020 (the “Drop Dead Date”); or


 


(ii)        any
of the conditions set forth in Section 6.01 or Section 6.02 shall not have been fulfilled by the Drop Dead Date,
unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions
hereof to be performed or complied with by it prior to the Closing;


 


(c)          by
Seller by written notice to Buyer if:


 


(i)         Seller
is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure
to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to
the failure of any of the conditions specified in Article VI and such breach, inaccuracy or failure cannot be cured by
Buyer by the Drop Dead Date; or


 


(ii)        any
of the conditions set forth in Section 6.01 or Section 6.03 shall not have been fulfilled by the Drop Dead Date,
unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions
hereof to be performed or complied with by it prior to the Closing; or


 


(d)          by
Buyer or Seller in the event that:


 


(i)         there
shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited; or


 


(ii)        any
Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement,
and such Governmental Order shall have become final and non-appealable.



    28


     


    


Section
8.02Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement
shall forthwith become void and there shall be no liability on the part of any party hereto except:


 


(a)          as
set forth in this Article VIII and Section 5.05 and Article IX hereof; and


 


(b)          that
nothing herein shall relieve any party hereto from liability for any intentional breach of any provision hereof.


 


ARTICLE
IX

MISCELLANEOUS


 


Section
9.01Expenses. Except as otherwise expressly provided herein (including Section 5.16 hereof), all costs and expenses,
including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether
or not the Closing shall have occurred.


 


Section
9.02Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in
writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received
by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or
e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the
next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified
or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the
following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section
9.02):


 


	If
    to Seller or the Company:	Alleghany
    Corporation
	 	1411
    Broadway, 34th Floor
	 	New
    York, New York 10018
	 	Facsimile:
    (212) 759-3295
	 	E-mail:
    cdalrymple@alleghany.com and
	 	dvangeyzel@alleghanycc.com
	 	 
	with
    a copy to:	Olshan
    Frome Wolosky LLP
	 	1325
    Avenue of the Americas
	 	New
    York, NY 10019
	 	E-mail:
    KSilverman@olshanlaw.com
	 	Facsimile:
    (212) 451-2222
	 	Attention:
    Kenneth M. Silverman, Esq.
	 	 
	If
    to Buyer:	Laredo
    Oil, Inc.
	 	398
    Sage Lane
	 	Winnett,
    MT 59087
	 	E-mail:
    Msee@stranded-oil.com
	 	Attention:
    Mark See
	 	 
	with
    a copy to:	Laredo
    Oil, Inc.
	 	10023
    Florence Circle
	 	Naples,
    FL 34119
	 	E-mail:
    Clindsey@stranded-oil.com
	 	Attention:
    Christopher E. Lindsey





    29


     


    



Section
9.03Interpretation. For purposes of this Agreement: (a) the words “include,” “includes”
and “including” shall be deemed to be followed by the words “without limitation”; (b) the
word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,”
“hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise
requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and
Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement,
instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions
thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and
any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure
Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent
as if they were set forth verbatim herein.


 


Section
9.04Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


Section
9.05Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision
is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the greatest extent possible.


 


Section
9.06Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect
to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings
and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements
in the body of this Agreement and the Exhibits and Disclosure Schedules (other than an exception expressly set forth in the latter),
the statements in the body of this Agreement will control.



    30


     


    


Section
9.07Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the
prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve
the assigning party of any of its obligations hereunder.


 


Section
9.08No Third-party Beneficiaries. Except as provided in Section 5.14 and Article VII, this Agreement is
for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.


 


Section
9.09Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in
writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly
set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect
of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character,
and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or
privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.


 


Section
9.10Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)          This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect
to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).


 


(b)         ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE
OF DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE
SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE
NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.



    31


     


    


(c)          EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A)
NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE
THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10(c).


 


Section
9.11Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy to which they are entitled at law or in equity.


 


Section
9.12Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail
or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.


 


Section
9.13Non-recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based
upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be
brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations
set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member,
partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party
hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party
hereto under this Agreement or for any claim or Action based on, in respect of or by reason of the transactions contemplated hereby.


 


[SIGNATURE
PAGE FOLLOWS]




    32


     


    



IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.


	 	 	 
	 	Alleghany
    Corporation
	 	 	 
	 	By:	/s/ Christopher
    K. Dalrymple
	 	Name:	Christopher
    K. Dalrymple
	 	Title:	Senior
    Vice President
	 	 	 
	 	SORC
    Holdings LLC
	 	 	 
	 	By:	/s/ Mark See
	 	Name:	Mark See
	 	Title:	Manager 
	 	 	 
	 	Laredo
    Oil, Inc.
	 	 	 
	 	By:	/s/ Mark See
	 	Name:	Mark See
	 	Title:	CEO
	 	 	 
	 	Stranded
    Oil Resources Corporation
	 	 	 
	 	By: 	/s/ Udi Toledano
	 	Name:	Udi Toledano
	 	Title:	Vice President
	 	 		 






[Signature Page to Securities Purchase Agreement]



     


     


    


Section
5.15


 


Company
Vehicles to be Purchased by Executives


 


2017
Ford F150 #1FTEW1C88HKD45076 to be purchased by Christopher Lindsey for the agreed purchase price of $12,739.00.


 


2018
Ford Explorer #1FM5K8GT2JGA42043 to be purchased by Mark See for the agreed purchase price of $15,741.00.


 


2014
Ford Exped #1FMJU1J51EEF47857


 


2018
Ford Exped #1FMJU1JTXJEA31344






    1


     


    



Section
5.16


 


Fredonia
Equipment


 


	Asset	Location
    as of December 31, 2020
	1.       VLI
                                         Drilling Rig w/ Directional Tools

         
	33250
                                         Highway 259

        Casper,
        WY 82601

         

	2.       VLI
                                         Drilling Rig Spares

         
	33250
                                         Highway 259

        Casper,
        WY 82601

         

	3.       SMC
                                         3X5 Tri-plex Pump w/950V Power and Skid

         
	33250
                                         Highway 259

        Casper,
        WY 82601

         

	4.       Mud
                                         Mixing Tank

         
	33250
                                         Highway 259

        Casper,
        WY 82601

         

	5.       Mud
                                         Mixing Tank w/ Hopper and Pump

         
	33250
                                         Highway 259

        Casper,
        WY 82601

         

	6.       All
                                         Valves, Acuators, Pumps, & Meters

         
	33250
                                         Highway 259

        Casper,
        WY 82601

         

	7.       3
                                         Ethylene Glycol Chillers

         
	33250
                                         Highway 259

        Casper,
        WY 82601

         

	8.       4
                                         PC Pumps

         
	33250
                                         Highway 259

        Casper,
        WY 82601

         





2