Exhibit
10.4 


 


PURCHASE
& SALE AGREEMENT


 


This
PURCHASE & SALE AGREEMENT (this “Agreement”) is entered into and effective as of the 30th day
of December, 2016 (the “Effective Date”), between Green Stone Capital Partners Limited (“Seller”), a Cayman
Islands company, and Foothills Exploration Operating, Inc. (“Buyer”), a corporation organized under the laws of the
State of Nevada, with its principal office at 633 17th Street, Suite 1700-A, Denver, Colorado 80202. In this Agreement,
Buyer and Seller sometimes are referred to individually as a “Party” or collectively as the “Parties”. 


RECITALS


WHEREAS,
Seller owns 250 units of membership interest (the “Membership Interests”) (representing twenty-five percent (25%)
of the total equity interest) in Tiger Energy Partners International, LLC (“TEPI”), a Nevada limited liability company;


 


WHEREAS,
Seller desires to sell, transfer and convey to Buyer and Buyer desires to purchase the Membership Interests upon the terms and
conditions herein set forth (the “Transaction”);


 


WHEREAS,
Buyer desires to pay for the Membership Interests, and Seller desires to accept payment for the Membership Interests; and


 


WHEREAS,
in connection with the Transaction, Seller and Buyer desire to make the representations, warranties and covenants contained
in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises, and of the representations, warranties and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties hereto agree
as follows:


SECTION
TWO 


CONSIDERATION.


As
consideration for the Membership Interests, Buyer shall assume Seller’s pro rata share of TEPI’s debt, including those
liabilities and other accounts payable identified on TEPI’s balance sheet as of the Closing Date.


SECTION
THREE 


CLOSING


The
closing of the Transaction (the “Closing”) provided for in this Agreement shall be at the offices of Husch Blackwell
LLP, attorneys for Buyer, at 1700 Lincoln Street, Suite 4700, Denver, Colorado 80203, on December 30, 2016 at 9:00 A.M. (the “Closing
Date”), or at such other place and time as agreed to by the Parties. 




    	 



    	 



    

SECTION
FOUR 


REPRESENTATIONS
AND WARRANTIES OF SELLER


Seller
represents and warrants to Buyer that:


 


		(a)	Seller,
                                         at the Closing Date, shall have full and valid title to the Membership Interests to be
                                         delivered by Seller, and there will be no existing impediment to the sale and transfer
                                         of those Membership Interests to Buyer. On delivery to Buyer of the Membership Interests
                                         to be delivered under this Agreement, the Membership Interests shall be free and clear
                                         of all liens, charges, and encumbrances, and shall be legally issued, fully paid, and
                                         nonassessable. The Membership Interests delivered under this Agreement will constitute
                                         all of the issued and outstanding Membership Interests owned by Seller as of the Closing
                                         Date.



		(b)	Seller
                                         has the full right, power, legal capacity, and authority to enter into this Agreement
                                         and to sell and to deliver to Buyer the Membership Interests to be sold and delivered
                                         under this Agreement.



		(c)	Seller
                                         is duly organized and validly existing and in good standing under the laws of is nation
                                         of incorporation and has all of the corporate powers necessary to engage in the business
                                         in which it presently is engaged.



		(d)	Seller
                                         has title to all of its property and assets, except property and assets disposed of since
                                         that date in the ordinary course of business. Except as otherwise provided herein, Seller’s
                                         in the Membership Interests are subject to no mortgage, pledge, lien, conditional sales
                                         agreement, lease, encumbrance, or charge. Notwithstanding the foregoing, Seller expressly
                                         discloses to Buyer a certain BIA Administrative Appeal and a Ute Indian Tribe Global
                                         Settlement Agreement, which are attached hereto as Exhibit A and Exhibit B,
                                         respectively, and incorporated by reference.



		(e)	Seller
                                         is not a defendant, or a plaintiff against whom a counterclaim or cross-complaint has
                                         been asserted, in any litigation, pending or threatened, neither has any material claim
                                         been made or asserted against Seller, nor are there any proceedings involving Seller
                                         threatened by or pending before any federal, state, or municipal government, or any department,
                                         board, body, or agency thereof that could any material way affect Seller’s right,
                                         title or interest in or to, of the value of, the Membership Interests; provided, however
                                         that Seller expressly discloses the following actions where TEPI has been named as a
                                         defendant: (1) that certain action brought by Peak Well Service and (2) that certain
                                         action brought by SCI Welding. In addition, Seller expressly discloses to Buyer that
                                         certain State of Utah Stipulated Order, a copy of which is attached hereto as Exhibit
                                         C and incorporated by reference.



		(f)	Seller
                                         is not in violation of any provisions of its articles of organization or bylaws or any
                                         provision of law, and Seller has not defaulted under any agreement or other instrument
                                         to which said Seller is a party or by which Seller is bound, other than those of an immaterial
                                         or insubstantial nature.





    	 



    	 



    

		(g)	Seller
                                         is not in default in payment of any of its obligations, except as provided herein.



SECTION
FIVE


REPRESENTATIONS
AND WARRANTIES OF BUYER


Buyer
represents and warrants to Seller that:


 


		(a)	Buyer
                                         is a corporation, duly organized and validly existing and in good standing under the
                                         laws of Nevada.



		(b)	Buyer
                                         will have at the Closing Date funds sufficient to consummate the Transaction contemplated
                                         by this Agreement.



		(c)	The
                                         execution and delivery of this Agreement by Buyer has been duly authorized by proper
                                         corporate action, and on the Closing Date Buyer will have all necessary corporate power
                                         and authority to consummate the Transaction contemplated by this Agreement.



SECTION
SIX


CONDITIONS
PRECEDENT TO SELLER’S OBLIGATIONS


Seller’s
obligation to perform and complete the Transaction provided for under this Agreement shall be subject to Buyer performing, on
or before the Closing Date, all acts required of Buyer, and shall be further subject to the material accuracy of the representations
and warranties of Buyer contained in the Agreement.


SECTION
SEVEN


CONDITIONS
PRECEDENT TO BUYER’S OBLIGATIONS


Buyer’s
obligation to perform and complete the Transaction provided for in this Agreement shall be subject to Seller performing, on or
before the Closing Date, all acts required of Seller, and shall be further subject to the material accuracy and correctness of
the representations and warranties of Seller contained in this Agreement, and to the further condition that Seller shall deliver
to Buyer, on the Closing Date, a certificate of Seller to the effect that the representations and warranties of Seller contained
in this Agreement are substantially true as of the Closing Date.


SECTION
EIGHT 


INDEMNITY
WITH RESPECT TO TAXES


		(d)	Seller
                                         shall indemnify Buyer against any and all loss, liability, and expense, including attorney’s
                                         fees, resulting from or arising out of taxes levied, imposed, or assessed by any governmental
                                         authority, with respect to the income and operations of company for all periods prior
                                         to the Closing Date. Prior to the Closing Date, Seller shall be granted full power and
                                         authority to take any and all action with respect to proceedings relating to the taxes,
                                         including the right to settle, compromise, and dispose of the proceedings in the name
                                         of the Target Companies. Seller shall be entitled to the benefit of any refunds and credits
                                         for taxes for those periods.





    	 



    	 



    

		(e)	Buyer
                                         shall indemnify Seller, against any and all loss, liability, and expense, including attorney’s
                                         fees, resulting from or arising out of taxes levied, imposed, or assessed by any governmental
                                         authority, with respect to the income of the Target Companies for all periods commencing
                                         after the Closing Date.



SECTION
NINE 


EXPENSES
OF SALE


Whether
or not the Transaction is consummated, any cost or expense incurred in connection with this Agreement and the Transaction shall
be borne solely by the Party incurring such cost or expense.  


SECTION
TEN


NO
BROKERAGE FEES


Buyer
and Seller each represent that neither has employed any broker or entered into any agreement for the payment of any fees, compensation,
or expenses to any person, firm, or corporation in connection with this Transaction. Each shall indemnify the others against any
such fees, compensation, or expenses that may be incurred, particularly any claim for a finder’s fee.


SECTION
ELEVEN


NOTICES


Any
notice, request, instruction or other document to be given hereunder by any Party to the others shall be in writing and delivered
personally or sent by registered or certified mail or by overnight courier, postage prepaid, or by facsimile: 


 


To
Seller:


 


Mr.
Mark Schipperheijn


The
Grand Pavilion commercial Center


Hibiscus
Way, 802 West Bay Road


Grand
Cayman


KY1-1203


Cayman
Islands, B.W.I.


(Fax
No.: +852 3106-3834) 


 


To
Buyer:


 


Mr.
B.P. Allaire


President


Foothills
Exploration Operating, Inc.


633
17th Street, Suite 1700-A


Denver,
CO 80202


(Fax
No.: +1 720-449-7479)




    	 



    	 



    

 


or
to such other Persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any
notice, request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual
receipt, if delivered personally; three (3) Business Days after deposit in the mail, if sent by registered or certified mail;
upon confirmation of successful transmission if sent by facsimile (provided that if given by facsimile such notice, request,
instruction or other document shall be followed up within one (1) Business Day by dispatch pursuant to one of the other methods
described herein); or on the next Business Day after deposit with a nationally recognized overnight courier, if sent by a nationally
recognized overnight courier.


SECTION
TWELVE


BINDING
EFFECT


This
Agreement shall inure to the benefit of and be binding on Buyer and Seller and their respective heirs, executors, administrators,
successors, and assigns. All representations and warranties shall survive the Closing of the Transaction under this Agreement.


SECTION
THIRTEEN


CONFIDENTIALITY



For
the purposes of this Agreement “Confidential Information” means all information relating to the disclosing Party (including
without limitation, all such information concerning or relating to the disclosing Party’s assets, liabilities, businesses,
customers, suppliers, product formulations, manufacturing, sources of raw materials, information on employee compensation, suppler
agreements, or pricing of finished and raw materials) furnished by or on behalf of the disclosing Party or its representatives,
or learned or obtained in any fashion by the other Party in connection with visits to the disclosing Party’s facilities
(which information learned or obtained in connection with such visits shall be deemed disclosed by the disclosing Party), whether
furnished, learned or obtained before or after the date hereof, and whether oral, written or electronic. Confidential Information
shall include all information of the types described above, regardless of the manner or form in which it is furnished, learned
or obtained, and includes, without limitation, all data, reports, interpretations, forecasts and records containing or otherwise
reflecting any of such information, whether prepared by the disclosing Party or others, and any summaries, analyses or other documents
created by the disclosing Party or others which refer to, relate to, discuss, constitute, or embody all or any portion of any
of such information. The term Confidential Information shall not include, however, information that: (a) is or becomes generally
available to the public other than as a result (directly or indirectly) of a disclosure or other action by the receiving Party;
(b) was in the receiving Party’s possession and obtained on a non-confidential basis prior to the disclosure thereof by
the disclosing Party; or (c) becomes available to the receiving Party on a non-confidential basis from a Person other than the
disclosing Party who is not otherwise bound by any obligation of confidentiality with respect thereto.


 


		(A)	Each
                                         Party agrees not to disclose, and to take reasonable actions to ensure its employees
                                         do not disclose, the Confidential Information of the other Party to any other Person;
                                         provided, however a Party may disclose Confidential Information (i) to such Party’s
                                         representatives who have agreed not to disclose the Confidential Information and then
                                         only to the extent such representatives need to know such Confidential Information in
                                         connection with its evaluation of the Transaction, (ii) to governmental authorities,
                                         but only to the extent such disclosure to the governmental authority is required by any
                                         applicable legal requirement, or (iii) to such other persons to the extent required pursuant
                                         to any applicable legal requirement.





    	 



    	 



    




 


		(B)	Notwithstanding
                                         anything to the contrary in the foregoing, Buyer, or any of Buyer’s affiliates,
                                         may disclose all or any part of this Agreement, including the Exhibits hereto, as is
                                         required by, or is advisable in connection with any filing with, any state or federal
                                         regulatory agency by Buyer or any of Buyer’s affiliates.



 


		(C)	The
                                         Parties agree to use the same degree of care when protecting the Confidential Information
                                         of the other Party that it uses with regard to its own Confidential Information, but
                                         in no event may a Party use less than a reasonable degree of care.



SECTION
FOURTEEN


GOVERNING
LAW; VENUE; ATTORNEY FEES


THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAW. Each Party hereto hereby irrevocably submits to the jurisdiction of and venue in state and federal courts
in the City and County of Denver, in respect of the interpretation and enforcement of the provisions of this Agreement and of
the documents referred to in this Agreement, and in respect of the Transaction, and hereby waives, and agrees not to assert, as
a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not
subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the chosen court or that
venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by the chosen court,
and each party hereto hereby irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard
and determined solely in the chosen court. The Parties hereby consent to and grant the chosen court jurisdiction over the person
of such Parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process
or other papers in connection with any such action or proceeding or in such other manner as may be permitted by law shall be valid
and sufficient service thereof. In any action brought to enforce the terms of this Agreement, the prevailing Party shall be entitled
to recover its reasonably incurred attorney fees and costs.


SECTION
FIFTEEN


INDEMNIFICATION


Subject
to the provisions contained in this Section Fifteen, from and after the Closing Date, Seller shall indemnify, defend and hold
Buyer, its affiliates and their respective directors, officers, shareholders, partners, members, employees, attorneys, accountants,
agents, successors and permitted assigns, each in their capacity as such (collectively, the “Buyer Indemnified Parties”),
harmless from and against, and pay to each relevant Buyer Indemnified Party the amount of, any and all losses incurred by such
Buyer Indemnified Party based upon, attributable to or resulting from any breach of any of the representations or warranties made
by Seller in this Agreement and the breach of any covenant or other agreement of Seller contained in this Agreement.




    	 



    	 



    




 


Subject
to the provisions contained in this Section Fifteen, from and after the Closing Date, Buyer shall indemnify, defend and hold Seller,
its affiliates and its respective directors, officers, shareholders, partners, members, employees, attorneys, accountants, agents,
successors and permitted assigns, each in their capacity as such (collectively, the “Seller Indemnified Parties”),
harmless from and against, and pay to Seller Indemnified Party the amount of, any and all losses incurred by Seller Indemnified
Party based upon, attributable to or resulting from any breach of the representations or warranties made by Purchaser in this
Agreement and the breach of any covenant or other agreement of Purchaser contained in this Agreement. Notwithstanding the foregoing,
neither Party will be liable with respect to any claim involving the gross negligence, willful misconduct, or bad faith of any
other Party.


SECTION
SIXTEEN


LEGAL
ADVICE; INTERPRETATION 


All
Parties acknowledge and agree that they have obtained their own independent legal advice prior to the execution of this Agreement.
In interpreting this Agreement, the Parties agree that the provisions of this Agreement shall be construed in an evenhanded manner
and shall not be construed against either Party on this basis of which Party drafted this Agreement or section hereof. Each Party
acknowledges it has had an opportunity to consult with an attorney in connection with the drafting and negotiation of this Agreement.


SECTION
SEVENTEEN


ASSIGNMENT


Except
in the case of an assignment between the parent and a subsidiary of the assigning Party, this Agreement is not assignable by operation
of law or otherwise without the prior written consent of the other Party hereto. Any purported assignment of this Agreement not
in accordance with the terms of this Section Seventeen will be void ab initio.


SECTION
EIGHTEEN


ENTIRE
AGREEMENT


This
Agreement (including the Exhibits hereto) constitutes the entire agreement among the Parties, and supersedes all other prior agreements,
understandings, representations and warranties both written and oral among the Parties, with respect to the subject matter hereof.


SECTION
NINETEEN


AMENDMENT;
WAIVER


Subject
to applicable law, this Agreement may be amended, modified or supplemented only by means of a written instrument duly executed
by each of the Parties hereto. The failure of any Party to seek redress for any violation, or to insist upon the strict performance,
of any provision of this Agreement shall not prevent any Party from seeking redress for any subsequent act, or failure to act,
or to insist upon the strict performance of this Agreement. No single or partial exercise by a Party of any right or remedy hereunder
shall preclude other or further exercise thereof or the exercise of any other right or remedy.




    	 



    	 



    

SECTION
TWENTY


SPECIFIC
PERFORMANCE


The
Parties agree that irreparable damage would occur if any provision contained in this Agreement were not performed in accordance
with its terms. Each Party waives any requirement that the Party seeking specific performance post any bond in connection therewith.


SECTION
TWENTY-ONE


NO
THIRD-PARTY BENEFICIARIES


Except
as otherwise expressly provided herein, this Agreement is not intended to, and does not, confer any rights or remedies hereunder
upon any person other than the Parties who are signatories hereto.


SECTION
TWENTY-TWO


SEVERABILITY


If
any one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the
offending provision or provisions shall be reformed, and the remaining provisions interpreted, so as to give effect, to the maximum
extent permissible, to the agreement of the Parties as set out herein.


SECTION
TWENTY-THREE


FURTHER
ASSURANCES


The
Parties shall, from time to time and upon reasonable request, execute, acknowledge, and deliver, or cause to be executed, acknowledged,
and delivered, such instruments, and take such other action, as may be necessary or advisable to carry out their respective obligations
under this Agreement, and the obligations of Buyer, or Buyer’s affiliates, in connection therewith, including legal, accounting
and regulatory requirements.


SECTION
TWENTY-FOUR


COUNTERPARTS


This
Agreement may be executed in any number of counterparts, including by electronic means, each of which when executed and delivered
shall be an original, but all such counterparts shall constitute one and the same instrument.


 


 


 


[Signature
Page Follows]





    	 



    	 



    

 


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


 


 


	For
                                         and on behalf of

        GREEN
        STONE CAPTIAL PARTNERS LIMITED,

        a
        Cayman Islands company

         

        By:
        __________________________________

         

        Name:
        _______________________________

         

        Title:
        ________________________________

         

         

         

	For
                                         and on behalf of

        FOOTHILLS
        EXPLORATION OPERATING, INC.,

        a
        Nevada Corporation

         

        By:
        __________________________________

         

        Name:
        _______________________________

         

        Title:
        ________________________________

         

         
	 




    	 



    	 



    

 


EXHIBIT
A


 


 


BIA
ADMINISTRATIVE APPEAL


 


 


 


[INSERT]


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

 


EXHIBIT
B


 


UTE
INDIAN TRIBE GLOBAL SETTLEMENT AGREEMENT


 


 


 


[INSERT]


 


 


 


 




    	 



    	 



    

 


EXHIBIT
C


 


State
of Utah Stipulated Order


 


 


[INSERT]