LEASEHOLD
PURCHASE AND SALE AGREEMENT


  


 






 


February
13, 2014


 


By
and between:


 


SABOR
X ENERGY SERVICES


 


A
company duly


Incorporated
and existing


under
the laws of Texas


 


AND


 


CEGX
OF TEXAS, LLC A


company
duly organized


and
existing


under
the laws of the State of Texas


 





 



 




    	 



    	 



    

  


WORKING
INTEREST PURCHASE AND SALES AGREEMENT


 


ARTICLE
I


 


GENERAL


 


This
Leasehold Purchase and Sale Agreement (hereinafter referred to as, the “Agreement”) is made and entered into as of
this 13th day of February, 2014, by and between Sabor X Energy Services, Inc., a Texas corporation, having its principal
business address at PO Box 2707, Albany, TX 76430 (hereinafter referred to as, “Sabor X” or, “Seller”)
and CEGX of Texas, LLC, a Texas limited liability company, having its principal place of business located at 6037 Frantz Rd.,
Suite 103, Dublin Ohio 43017 (hereinafter referred to as, “Cardinal” or, “Buyer”). Buyer and Seller may
be referred to herein collectively as the “Parties” and individually as a “Party.”


 


ARTICLE
II


 


PARTIES


 


2. The Parties
to this Agreement shall be as follows:


 


	Seller:	Sabor
    X Energy Services. Inc.
	 	 
	Party’s
    registered location:	State
    of Texas
	 	 
	Party’s
    registered address:	PO
    Box 2707
	 	Albany,
    TX 76430
	 	 
	Party’s
    legal representative:	Mr.
    Clint Shack
	 	 
	Title:	President
	 	 
	Buyer:	CEGX
    of Texas, LLC
	 	 
	Party’s
    registered location:	State
    of Texas
	 	 
	Party’s
    registered address:	6037
    Frantz Rd.
	 	Suite
    103
	 	Dublin
    Ohio 43017
	 	 
	Party’s
    legal representative:	Mr.Timothy
    W.Crawford
	 	 
	Title:	CEO


 




    	 



    	 



    

  


WORKING
INTEREST PURCHASE AND SALES AGREEMENT


 


RECITALS


 


WHEREAS,
Seller is a private oil and gas management company which owns a 100% working interests and an 80% net revenue interest in
certain oil and gas leases more particularly described in Exhibit “A” attached hereto (the “Leases”),
insofar as the Leases cover the V.A. & A.W. Powers Leases, James Sanders Lease, and James Sanders “D” Lease, Shackelford
County, Texas, as more particularly described by metes and bounds in Exhibit “A” attached hereto (the “Lease
Property”) in addition to certain real, personal and intangible property rights appurtenant to such Lease Property and Leases;
and


 


WHEREAS,
Buyer is an SEC reporting and operating public energy company which desires to acquire from Seller all of Seller’s rights,
title and Interest in the Leases and the Lease Property; and


 


WHEREAS,
subject only to the limitations and exclusions contained in this Agreement, and on the terms and conditions set forth herein,
Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Subject Property (as defined below).


 


NOW,
THEREFORE, in consideration of their mutual promises contained herein, Buyer and Seller agree to the purchase and sale of
the Subject Property, in accordance with the following terms and conditions:


 


AGREEMENT


 


ARTICLE
III


 


PURCHASE
AND SALE


 


3. Property
Being Sold. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and convey, and Buyer agrees
to purchase and accept, the Subject Property for the Purchase Price as set forth in Article IV, below. The term “Subject
Property” shall mean:


 


a.
The Leases. All of Seller’s rights, title and interest in and to the Leases and the Lease Property;


 


 b. Rights in Production. All of Seller’s rights, title and interest in and to all reversionary interests, “back-in” interests, overriding royalties, production payments, net profits interests, mineral and royalty interests in production of oil, gas or other minerals relating to the Leases;


 


c.
Wells. All of Seller’s rights, title and interest in and to producing, non- producing, shut-in oil and gas wells
and any and all injection or disposal wells located on the Leases (hereinafter, the “Wells”);



 




    	 



    	 



    

  


d. Contract Rights. All of Seller’s rights, title and interest (if any) in or derived from any unit agreements, orders and decisions of regulatory authorities establishing or relating to units, unit operating agreements, drilling units, spacing units, operating agreements, gas purchase agreements, oil purchase agreements, gathering agreements, transportation agreements, compression agreements, processing or treating agreements, seismic agreements, geophysical agreements, exploration agreements, area of mutual interest agreements and any other agreements that relate to any of the Leases or Wells to the extent such contracts are assignable (the “Contracts”).


   


e. Easements. All of Seller’s rights, title and interest (if any) in and to all rights-of- way, easements, licenses, and servitudes appurtenant to or used in connection with the Leases and Wells (hereinafter, the “Easements”);


   


f. Permits. All of Seller’s rights, title and interest in and to all permits and licenses of any nature owned, held or operated in connection with operations for the exploration and production of oil, gas or other minerals (if any) to the extent the same are used or obtained in connection with any of the Leases, Contracts, Easements or Wells (hereinafter, the “Permits”);


   


g. Equipment. All of Seller’s rights, title and interest in and to all personal property, fixtures, surface equipment, storage tanks, down-hole equipment, casing, tubing other tubulars, pumps, pumpjacks, compressors, metering facilities, pipelines, valves, drips, separators, dehydration equipment, treatment facilities, electrical equipment and any other devises used in connection with the Leases, Wells, Easements or Permits and located on the Lease Property (hereinafter, the “Equipment”);


   


h. Hydrocarbons.
All of Seller’s rights, title and interest in and to all oil, gas, casinghead gas, condensate, distillate, liquid
hydrocarbons, gaseous hydrocarbons and all other products refined or extracted therefrom, together with all minerals produced
in association with these substances (hereinafter collectively, the “Hydrocarbons”) in and under and which may be
produced and saved from or attributable to the Leases or Wells from and after the Closing Date and all rents, issues,
profits, proceeds, products, revenues and other income from or attributable thereto; and


   


i. Data. Any and all documents and records (whether in written or other form) of any kind presently in or in the future coming into the care, custody, or control of Seller relating to the Subject Property including, but not limited to, the following (if any): land records, property title documents and records, division orders, operations and production-related records and reports, well information.



 


4. This
Agreement is subject to any and all matters appearing of public record or of which Buyer has either notice or knowledge, including
but not limited to the rights reserved by Vin Fisher Oil Company, JTF Oil & Gas, Inc., and James Sanders.


 




    	 



    	 



    

  


ARTICLE
IV 


 


PURCHASE
PRICE


 


5.
Purchase Price. Buyer agrees to pay to Seller the sum of Six Hundred Thousand Dollars (US$600,000) (hereinafter, the “Purchase
Price”) for the Subject Property. The Purchase Price shall be payable via certified check delivered to Seller at the Closing,
or via wire-transfer of immediately available funds, at the election of the Seller.


 


ARTICLE
V 


 


EFFECTIVE
DATE AND CLOSING DATE


 


6.
Effective Date and Closing Date. Seller’s conveyance of the Subject Property to Buyer shall be effective as of February
28, 2014, at 9:00 a.m. CST (the “Effective Date”), with title being deemed delivered to Buyer as of that date. The
Closing shall take place on or before March 5, 2014 (the “Closing Date”) unless extended by agreement of the Parties.
If, for whatever reason, the Buyer is not in a position to conclude the transaction on March 5, 2014, then the Closing Date shall
be moved forward and Seller shall give Buyer until March 12, 2014, to cure any such breach, with the transaction closing on or
before March 12, 2014. The Closing may take place either in person at the offices of Buyer or electronically, if mutually agreed
to by the Parties.


 


ARTICLE
VI


 


REPRESENTATIONS
AND WARRANTIES OF THE SELLER


 


7.
Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer with respect to Seller’s
interests in the Subject Property as of the date hereof and as of the Closing, as follows:


 


a. Organization
and Standing. Seller is duly organized, validly existing and in good standing under the laws of the State of Texas.


 


b. Valid
Agreement. This Agreement constitutes the legal, valid and binding Agreement of Seller. At the Closing, all instruments required
hereunder to be executed and delivered by Seller shall be duly executed and delivered to Buyer and shall constitute legal, valid
and binding obligations of Seller. The execution and delivery by Seller of this Agreement, the consummation of the transactions
set forth herein and the performance by Seller of Seller’s obligations hereunder have been duly and validly authorized and
will not violate, conflict with or result in any violation or breach of any provision of (i) any agreement, contract, mortgage,
lease, license or other instrument to which Seller is a party, or by which Seller is bound; (ii) any judgment or order of judicial
or governmental body applicable to Seller, or (iii) to the knowledge of Seller, any law, statute, decree, rule or regulation of
any jurisdiction in the United States to which Seller or the Subject Property is subject.


 


c. Authorization.
This Agreement has been duly authorized, executed and delivered by Seller. All instruments required to be delivered by Seller
at the Closing shall be duly authorized, executed and delivered by Seller. This Agreement and all documents executed by Seller
in connection with this Agreement shall constitute legal, valid and binding obligations of Seller, enforceable against Seller
in accordance with their terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws
from time to time in effect, as well as general principles of equity.


 


d. Liens.
On the Closing Date, Seller shall deliver the Subject Property free and clear of any and all liens, mortgages, deeds of trusts
or other encumbrances created by, through or under Seller.


 




    	 



    	 



    

  


e. No
Third Party Options. There are no agreements, options or commitments with, of or to any person to acquire the Subject Property
that were created during Seller’s period of ownership. To Seller’s knowledge, there are no agreements, options or
commitments with, of or to any person to acquire the Subject Property that were created prior to Seller’s period of ownership
that would continue to be in effect on or after the Effective Date (not disclosed on “Exhibit D” attached hereto).


 


f. Preferential
Rights. The Subject Properties are not subject to any preferential rights to purchase that were created during Seller’s
period of ownership. To Seller’s knowledge, the Subject Property is not subject to any preferential rights to purchase that
were created prior to Seller’s period of ownership that would continue to be in effect on or after the Effective Date (not
disclosed on “Exhibit D” attached hereto).


 


g. Contracts.
All Contracts in Seller’s possession relating to the Subject Property (if any) have been provided to the Buyer a minimum
of five (5) days prior to the Closing Date. With respect to each Contract, to the knowledge of Seller, (i) such Contract is in
full force and effect, (ii) there are no material violations or breaches thereof by Seller and (iii), there are no other Contracts
relating to the Subject Property other than the Contracts identified on “Exhibit B” attached hereto and made a part
hereof for all purposes.


 


h. Title
Defects. The Seller acquired the Subject Property “as is, where is” and received no warranty or representation
of title at the time the Subject Property was initially purchased. The Seller therefore makes no warranty or representation regarding
defects to the title which may have occurred prior to the Subject Property being acquired by the Seller. Notwithstanding the foregoing,
the Seller warrants and represents that Seller has good title to the Subject Property, by through and under Seller.


 


i. Environmental
Matters. Seller has not received written notice and to Seller’s knowledge the Subject Property is in compliance with
all Environmental Laws. “Environmental Laws” means any and all federal, state, local, and foreign laws, ordinances,
codes, and regulations relating to protection of the environment, health and safety, and natural resources and includes the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, and the common law.


 


j. Disclaimer
of Warranties. EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE VI, SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING ANY WARRANTY AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY.


 


ARTICLE
VII


 


REPRESENTATIONS
AND WARRANTIES OF THE BUYER


 


8. Representations
and Warranties of Buyer. Buyer represents and warrants to Seller as of the date hereof and will represent and warrant at the
Closing, as follows:


 


a. Corporate
Authority. Buyer is a corporation organized and in good standing under the laws of the State of Nevada, is duly qualified
and in good standing to carry on its business in the state where the Subject Property is located and has all the requisite power
and authority to enter into and perform this Agreement and carry out the transactions contemplated under this Agreement.


 




    	 



    	 



    

  


b. Valid
Agreement. This Agreement constitutes the legal, valid and binding Agreement of Buyer. At the Closing, all instruments required
hereunder to be executed and delivered by Buyer shall be duly executed and delivered to Buyer and shall constitute legal, valid
and binding obligations of Buyer. The execution and delivery by Buyer of this Agreement, the consummation of the transactions
set forth herein and the performance by Buyer of Buyer’s obligations hereunder have been duly and validly authorized by
all requisite, corporate action on the part of Buyer and will not conflict with or result in any violation of any provision of
(i) any agreement, contract, mortgage, lease, license or other instrument to which Buyer is a party or by which Buyer is bound;
(ii) any governmental franchise, license, permit or authorization or any judgment or order of judicial or governmental body applicable
to Buyer, or (iii) any law, statute, decree, rule or regulation of any jurisdiction in the United States to which Buyer is subject.


 


c. Governmental
Approvals. Buyer shall obtain all required local, state, federal governmental and or agency permissions, approvals, permits,
bonds and consents, as may be required to assume Seller’s obligations and responsibilities attributable to the Subject Property.


 


d. Independent
Evaluation. Buyer is experienced and knowledgeable in the oil and gas business. Buyer has been advised by and has relied solely
on its own expertise and its own inspection of the Subject Property and legal, tax, accounting, marketing, land, engineering,
environmental and other professional counsel concerning this transaction, the Subject Property and value thereof.


 


e. Brokers.
Buyer has incurred no obligation or liability, contingent or otherwise, for brokers’ or finders’ fees with respect
to this transaction for which Buyer shall have any obligation or liability.


 


ARTICLE
VIII


 


COVENANTS


 


9. Covenants.


 


a. Seller’s
Negative Covenants. As of the Effective Date, Seller shall not do any of the following with regard to the Subject Property
without first obtaining the prior, written consent of Buyer:


 


	 	i)	Create a lien, security interest
or other encumbrance on the Subject Property other than a Permitted Encumbrance;
	 	 	 
	 	ii)	Enter into any new contracts
which affect the Subject Property; or
	 	 	 
	 	iii)	Take any action which would
materially affect value, ownership or operation of the Subject Property.



 




    	 



    	 



    


 


ARTICLE
IX


 


CLOSING
CONDITIONS


 


10. Closing
Conditions.


 


a. Seller’s
Closing Conditions. The obligation of Seller to consummate the transactions contemplated hereby is subject, at the option
of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:


 


	 	i)	Representations.
    Warranties and Covenants. The (A) representations and warranties of Buyer contained in this Agreement shall be true and correct
    in all material respects on and as of the Closing Date, and (B) covenants and agreements of Buyer to be performed on or before
    the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.
	 	 	 
	 	ii)	Payment
    of Purchase Price. Buyer shall, at the request of Seller, provide Seller with proof of funds in the amount of the full Purchase
    Price.
	 	 	 
	 	iii)	No
    Action. On the Closing Date, no suit, action or other proceeding shall be pending or threatened against Buyer before any governmental
    authority of competent jurisdiction seeking to enjoin or restrain the consummation of this Agreement or recover damages from
    Seller resulting therefrom.


 


b. Buyer’s
Closing Conditions. The obligation of the Buyer to consummate • the transaction contemplated hereby is subject, at the
option of the Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:


 


	 	i)	Representations.
    Warranties and Covenants. The (A) representations and warranties of Seller contained in this Agreement shall be true and
    correct in all material respects on and as of the Closing Date, and (B) covenants and agreements of Seller to be performed
    on or before the Closing Date in accordance with this Agreement shall have been duly performed in all material respects.
	 	 	 
	 	ii)	No
    Action. On the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by Buyer or any
    of its affiliates) shall be pending or threatened against Seller or the Subject Property before any governmental authority
    of competent jurisdiction seeking to enjoin or restrain the consummation of this Agreement or recover damages from Buyer resulting
    therefrom.
	 	 	 
	 	iii)	No
    Material Adverse Change. From the Effective Date to the Closing Date, there shall not have been any material adverse change
    of the Subject Property equal to 5 percent (5%) or greater of the value, when taken as a whole.


 




    	 



    	 



    


 


c.
Right to Terminate. Seller shall have the right to terminate this Agreement, without liability to Buyer if the conditions
to Closing set forth in Section 9(a) are not satisfied. Likewise, Buyer shall have the right to terminate this Agreement, without
liability to Seller, if the conditions to Closing set forth in Section 9(b) are not satisfied.


 


ARTICLE
X


 


CLOSING


 


11. Closing.
The Closing shall be held at the offices of the Buyer, or such other place or by such other method as the Parties shall mutually
agree, including electronically. At the Closing, the following shall occur:


 


a. Execution
and Delivery of Documents and Instruments. Seller shall execute, acknowledge and deliver to Buyer an Assignment of the Leases
in the form of Exhibit “C” attached hereto.


 


b. Payment
of Purchase Price. Buyer shall deliver the Purchase Price to Seller by certified check or wire transfer of immediately available
funds, at the election of Seller.


 


c. Fees
and Taxes. Each Party to this transaction shall be responsible for paying its own fees and taxes, if any.


 


d. Delivery
of Data. Seller shall deliver the Data (as defined above) to Buyer at Closing or within forty-eight (48) hours thereafter.
To the extent transferable, the Seller shall transfer possession of all Data (as located by Seller) to the Buyer on the Closing
Date.


 


e. Delivery
of Possession. Seller shall deliver exclusive possession of the Subject Property to Buyer.


 


f. Recording.
Buyer shall record and file the Assignment and other instruments. Any sales, use or transfer tax relative to such recording shall
be the responsibility of the Buyer.


 


ARTICLE
XI


 


POST-CLOSING
COVENANTS


 


12. Post-Closing
Covenants.


 


a. Hydrocarbons.
All Hydrocarbons produced from the Subject Property prior to the Closing Date and all proceeds from the sale thereof shall be
the property of Seller. All Hydrocarbons produced after the Closing Date and all oil stock balances held in the tanks (if any)
as of the Closing Date shall be the property of Buyer. Buyer shall be responsible for any and all claims arising from the production
and sale of Hydrocarbons including the accounting or payment to third parties of monies attributable to their interests in such
production, insofar as such claims relate to Hydrocarbons and sold after the Closing Date. Seller shall be responsible for any
and all claims arising from the production and sale of Hydrocarbons, including the accounting or payment to third parties of monies
attributable to their interests in such production, insofar as such claims relate to Hydrocarbons produced and sold prior to the
Closing Date. Any and all claims known to Seller arising from the production and sale of Hydrocarbons, including the accounting
or payment to third parties of monies attributable to their interests in such production, are set forth on Exhibit “E”,
attached hereto.


 






    	 



    	 



    

 


b. Invoices.
Buyer expressly agrees that the Seller is not obligated to make any payments to Buyer in connection with any outstanding invoices.


 


c. Obligations.
As of the Closing Date, Buyer shall assume and be responsible for and comply with all duties and obligations of Seller, express
or implied, with respect to the Subject Property under or by virtue of the Lease, and any contract, agreement, document, permit,
applicable statute or rule, regulation or order of any governmental authority or at common law (specifically including, without
limitation, any governmental request or requirement to plug, re plug and/or abandon any well of whatsoever type, status or classification,
or take any clean up or other action with respect to the Leases and Wells).


 


d. Definition
of Claim. As used in this Article XI, “claims” shall include claims, demands, causes of action, liabilities, damages,
penalties and judgments of any kind or character arising out of or in any way connected with the Subject Property and all costs
and fees in connection therewith.


 


ARTICLE
XII 


 


INDEMNIFICATION


 


13. Indemnification
of Buyer. Seller agrees to indemnify, defend, and hold harmless Buyer against and in respect of any losses, damages, deficiencies,
liabilities, actions, suits, proceedings, demands, assessments, judgments, fines, and reasonable and necessary costs and expenses
(including reasonable attorney’s fees and expert witness fees) incident to or resulting from (a) any breach by Seller of
any representation, warranty, covenant, agreement, or obligation of Seller in this Agreement; and (b) any claims arising from
the acts of omissions of Seller, shareholders, managers, officers, employees or agents arising out of the Subject Property prior
to the Closing Date.


 


14. Indemnification
of Seller. Buyer agrees to indemnify, defend, and hold harmless Seller against and in respect of any losses, damages, deficiencies,
liabilities, actions, suits, proceedings, demands, assessments, judgments, fines, and reasonable and necessary costs and expenses
(including reasonable attorney’s fees and expert witness fees) incident to or resulting from (a) any breach by Buyer of
any representation, warranty, covenant or obligation of Buyer in this Agreement; and (b) any claims arising from the acts or omissions
of Buyer, shareholders, managers, officers, employees or agents arising out of the Subject Property after the Closing Date.


 


THE DEFENSE,
INDEMNIFICATION AND HOLD HARMLESS PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE DAMAGES, LOSSES,
INJURIES, LIABILITIES, COSTS OR EXPENSES IN QUESTION AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE,
STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY (OTHER THAN THE WILFUL MISCONDUCT OF THE INDEMNIFIED PARTY). BUYER AND
SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.


 




    	 



    	 



    

 


NEITHER
PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES, WHETHER ARISING
IN TORT, CONTRACT, UNDER ANY STATUTE, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. THE PARTIES INTEND THAT THE LIMITATIONS HEREUNDER
IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING, WITHOUT LIMITATION,
THE NEGLIGENCE OR STRICT LIABILITY OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. ANY
AND ALL OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS REGARDING, RELATING TO, OR IN CONNECTION WITH THE SUBJECT PROPERTY
SHALL PASS FROM SELLER TO BUYER AS OF THE CLOSING DATE.


 


ARTICLE
XIII


 


SHAREHOLDER
RATIFICATION


 


15. Shareholder
Ratification. Any provision contained in this Agreement to the contrary notwithstanding, should the approval by ratification
of the shareholders of either or both the Seller and Buyer be applicable to the transaction contemplated hereby, the Closing described
in Article X hereof shall be deferred until any such ratification shall have occurred.


 


ARTICLE
XIV


 


GOVERNING
LAW AND RESOLUTION OF DISPUTES


 


16. If any
dispute arises between the Parties, they agree to make good-faith efforts to resolve the dispute amicably through mediation.


 


a. Either Party has the right to request the other to meet to discuss a dispute. The Party requesting the meeting will give at least ten (10) business days’ notice in writing of the subject it wishes to discuss, provide a written statement of the dispute, and designate an officer of the company with complete power to resolve the dispute who will attend the meeting. Within ten (10) business days, the party receiving the request will provide a responsive written statement and will designate an officer of the company who will attend the meeting with complete power to resolve the dispute.


   


b. If the meeting fails to resolve the dispute, either Party may request that the other attend mediation. The Parties agree that the chief executive officer of each entity shall attend the mediation. The mediator will endeavor to convene the mediation within ten (10) business days of the request of either Party, and the mediation shall last as long as the mediator reasonably believes an agreement is possible, without regard to business days or hours.


   


c. The mediation shall be held in an objective venue location mutually agreed upon between the Parties. The right to mediate shall survive the termination of the Agreement. Except for the exchange of relevant, material and non-privileged documents between the Parties, there shall be no interrogatories, depositions or other discovery in any mediation hereunder.



 




    	 



    	 



    


  


d. In the event the parties are unable to resolve their dispute through mediation, then any and all disputes arising out of, relating to or in connection with this Agreement shall be resolved through binding arbitration. The Parties expressly acknowledge and agree that they are bound by any decision made by a duly appointed arbitrator and have no right to file a civil lawsuit, other than to enforce an award made by an arbitrator. Any such arbitration shall be conducted through the American Arbitration Association, before a single arbitrator, and in a mutually agreed upon location in Texas. The parties expressly agree that the arbitrator shall have the right to award penalties, and attorney’s fees. The execution, validity, nullification, interpretation, performance and resolution of dispute shall be governed by the laws of the State of Texas.



 


ARTICLE
XV


 


GENERAL
PROVISIONS


 


17. General
Provisions.


 


a. Further Assurances. Seiler agrees to execute any and all documents which it has the authority to execute, whether before or after the Closing, to aid Buyer in clearing or perfecting title and ownership to the Subject Property and to facilitate the receipt of the proceeds of the sale of the production therefrom and attributable thereto. Buyer shall make any request for execution of such document in writing and shall provide Seller with a copy of the document.


   


b. Entire Agreement. This Agreement, together with all Exhibits attached hereto, shall constitute the complete agreement between the Parties hereto and shall supersede any and all prior agreements, whether written or oral, and any representations or conversations with respect to the Subject Property.


   


c. Confidentiality. If the Closing does not occur, Seller will keep all the information furnished by Buyer to Seller hereunder; or in contemplation hereof, strictly confidential including without limit the Purchase Price and other terms of this Agreement, and will not use any of such information to Seller’s advantage or in competition with Buyer, except to the extent such information: (i) was already in the public domain, not as a result of disclosure by Seller, (ii) was already known to Seller, (iii) is developed by Seller independently from the information supplied by the Buyer, or (iv) is furnished to Seller by a third party independently of Seller’s investigation pursuant to the transaction contemplated by this agreement.


   


d. Notices. All communications required or permitted under this Agreement shall be in writing and may be sent by e-mail and or facsimile. Such communication shall be deemed made when actually received, or if mailed by registered or certified mail, postage prepaid, addressed as set forth below, shall be deemed made three (3) days after such mailing. Faxes and e-mails will be deemed to be received when reflected in the fax confirmation sheet or by e- mail confirmation obtained by the sender. Either Party may, by written notice to the other, change the address for mailing such notices.



 




    	 



    	 



    

 


Notices
to Seller:


 


Clint Shack


President


Sabor X
Energy Services, Inc.


PO Box 2707


Albany,
TX 76430


Direct Dial:
325-660-2542


Facsimile:
325-762-2082


Clint.shack@yahoo.com


 


with
copies to (which shall not constitute notice to Seller)


 


Lisa Chavez-Owens


Wagstaff,
Alvis, Stubbeman, Seamster and Longacre, LLP


PO Box 360


Abilene,
Texas 79604


Telephone:
(325)677-6291


Facsimile:
(325)677-6313


lchavez@wagstafflaw.com


 


Notices
to Buyer:


 


CEGX of
Texas, LLC 


Timothy
W. Crawford, 


Chief Executive
Officer 


6037 Frantz
Rd, Ste 103 


Dublin,
OH 43017 


Direct Dial:
614-459-4959 


Facsimile:
614-389-6643 


tcrawford@cegx
..us


 


with copies
to 


 


John J.
Maalouf, Esq. 


Senior Partner


Maalouf
Ashford & Talbot, LLP 


500 Fifth
Avenue, 14th FI. 


New York,
New York 10110 


Direct Dial:
212-789-8709 


Telephone:
212-789-8717 


Facsimile:
212-789-8718 


john.maalouf@maaloufashford.com


 


e. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their successors and assigns; provided, no assignment or delegation by either Party shall be made without the express consent of the other Party and if such consent is granted, no assignment or delegation shall relieve such Party of any of its obligations hereunder.



 




    	 



    	 



    

 


f. Incorporation of Exhibits. All exhibits referred lo herein are expressly incorporated into and made a part of this Agreement.


   


g. Headings. The headings of the articles and sections of this agreement are for guidance and convenience of reference only and shall not limit or otherwise affect any of the terms and provisions of this Agreement.


   


h. Expenses. All fees, costs and expenses incurred by the Parties in negotiating this Agreement and in consummating the transactions contemplated by this Agreement shall be paid by the Party that incurred such fees, costs and expenses.


   


i. Amendment and Waiver. This Agreement may be altered, amended or waived only by a written agreement executed by the Party to be charged. No waiver of any provision of this Agreement shall be construed as a continuing waiver of the provision.


   


j. Announcements. Buyer may, at its sole discretion, publicly disclose the contents and execution of this Agreement and the transactions contemplated hereby.


   


k. Third-Party Beneficiaries. Unless expressly stated to the contrary, no third party is intended to have any rights, benefits or remedies under this Agreement.


   


l. Severance. If any provision of this Agreement is found to be illegal or unenforceable, the other terms of this Agreement shall remain in effect and this Agreement shall be construed as if the illegal or unenforceable provision had not been included.


   


m. Counterparts. This Agreement may be signed in any number of counterparts and each such counterpart shall be considered any original and an enforceable agreement.



 


IN WITNESS
WHEREOF, the Parties have caused this Agreement to be executed below by their duly authorized representatives.


 


	BUYER:	 
	 	 
	CEGX
    OF TEXAS, LLC	 
	 	 	 
	By:	/s/
    Timothy W. Crawford	 
	 	Timothy
    W. Crawford, CEO	 
	 	 	 
	SELLER:	 
	 	 	 
	SABOR
    X ENERGY SERVICES, INC.	 
	 	 	 
	By:	/s/
    Clint Shack	 
	 	Clint
    Shack, President	 


 




    	 



    	 



    


  


Exhibit
“A”


to
Leasehold Purchase and Sale Agreement


 


Description
of Leases and Lease Property


 


See
attached.


 




    	 



    	 



    


  


Exhibit
“B”


to
Leasehold Purchase and Sale Agreement


 


Contracts
Applicable to Subject Property


 


None.


 




    	 



    	 



    



  


Exhibit
“C”


to
Leasehold Purchase and Sale Agreement


 


Form
of Assignment and Bill of Sale


 




    	 



    	 



    


  


Exhibit
“D”


to
Leasehold Purchase and Sale Agreement


 


Third
Party Options/Preferential Rights


 


None.


 




    	 



    	 



    


  


Exhibit
“E” 


to
Leasehold Purchase and Sale Agreement


 


Claims
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