mcep-ex101_376.htm



 

Exhibit 10.1

 

 

 

 

PURCHASE AND SALE AGREEMENT

AMONG

MID-CON ENERGY PROPERTIES, LLC

 

(“SELLER”)

AND

EXPONENT ENERGY III LLC

 

(“BUYER”)

 

 

DATED AS OF

NOVEMBER 8, 2017

 

 

 

 

 

 



 

TABLE OF CONTENTS

 


	
1.
	
DEFINITIONS
	
5

	
 
	
 
	
 

	
2.
	
PURCHASE AND SALE
	
11

	
 
	
2.1
	
Interests
	
11

	
 
	
2.2
	
Wells
	
11

	
 
	
2.3
	
Equipment
	
11

	
 
	
2.4
	
Production
	
12

	
 
	
2.5
	
Easements and Surface Agreements
	
12

	
 
	
2.6
	
Contract Rights and Permits
	
12

	
 
	
2.7
	
Files and Records
	
12

	
 
	
2.8
	
Retained Assets
	
13

	
 
	
 
	
 

	
3.
	
PURCHASE PRICE AND ALLOCATION
	
13

	
 
	
3.1
	
Base Purchase Price
	
13

	
 
	
3.2
	
Performance Deposit and Payment
	
13

	
 
	
3.3
	
Adjustments to the Base Purchase Price
	
14

	
 
	
3.4
	
Allocation of Base Purchase Price
	
16

	
 
	
 
	
 

	
4.
	
ACCESS TO ASSETS AND DATA; DISCLAIMERS; GOVERNMENTAL REVIEWS
	
16

	
 
	
4.1
	
Access
	
16

	
 
	
4.2
	
Disclaimer
	
16

	
 
	
4.3
	
Governmental Reviews
	
18

	
 
	
 
	
 

	
5.
	
SELLER’S REPRESENTATIONS
	
18

	
 
	
5.1
	
Existence
	
18

	
 
	
5.2
	
Authority
	
18

	
 
	
5.3
	
Compliance
	
19

	
 
	
5.4
	
Payment of Royalties
	
19

	
 
	
5.5
	
Taxes
	
19

	
 
	
5.6
	
Material Contracts
	
19

	
 
	
5.7
	
Permits
	
19

	
 
	
5.8
	
Litigation and Claims
	
19

	
 
	
5.9
	
Sale Contracts
	
19

	
 
	
5.10
	
Notices
	
20

	
 
	
5.11
	
Take-or-Pay
	
20

	
 
	
5.12
	
Timely Payment
	
20

	
 
	
5.13
	
Imbalances
	
20

	
 
	
5.14
	
Outstanding Obligations
	
20

	
 
	
5.15
	
Brokers
	
20

	
 
	
5.16
	
Bankruptcy
	
20

	
 
	
5.17
	
Consents
	
20

	
 
	
5.18
	
Preferential Purchase Rights
	
21

	
 
	
5.19
	
Mechanical Integrity
	
21




i



 


	
 
	
5.20
	
Information
	
21

	
 
	
 
	
 

	
6.
	
BUYER’S REPRESENTATIONS
	
21

	
 
	
6.1
	
Information
	
21

	
 
	
6.2
	
Knowledge and Experience
	
22

	
 
	
6.3
	
No Warranty
	
22

	
 
	
6.4
	
Existence
	
22

	
 
	
6.5
	
Authority
	
22

	
 
	
6.6
	
Liability for Broker’s Fees
	
23

	
 
	
6.7
	
Financial Resources
	
23

	
 
	
6.8
	
Bankruptcy
	
23

	
 
	
6.9
	
Qualification to Assume Operatorship
	
23

	
 
	
6.10
	
Consents
	
23

	
 
	
6.11
	
Litigation
	
24

	
 
	
6.12
	
No Known Title Defects
	
24

	
 
	
6.13
	
No Known Environmental Defects
	
24

	
 
	
 
	
 

	
7.
	
TITLE
	
24

	
 
	
7.1
	
Title Defects
	
24

	
 
	
7.2
	
Additional Interests
	
25

	
 
	
7.3
	
Notices
	
25

	
 
	
7.4
	
Adjustments to Base Purchase Price
	
25

	
 
	
7.5
	
Deductible for Title, Environmental, or Casualty Defects
	
27

	
 
	
7.6
	
Termination Threshold for Defects
	
27

	
 
	
7.7
	
Defect Adjustments
	
27

	
 
	
 
	
 

	
8.
	
ENVIRONMENTAL AND ENVIRONMENTAL INDEMNITY
	
27

	
 
	
8.1
	
Environmental Condition
	
27

	
 
	
8.2
	
Remedy for Environmental Defects
	
28

	
 
	
8.3
	
Acceptance of Environmental Condition
	
30

	
 
	
8.4
	
NORM
	
30

	
 
	
8.5
	
Environmental Indemnities
	
31

	
 
	
 
	
 

	
9.
	
THIRD-PARTY CONSENTS AND PREFERENTIAL PURCHASE RIGHTS
	
32

	
 
	
9.1
	
Third Party Notices
	
32

	
 
	
9.2
	
Third-Party Exercise
	
32

	
 
	
9.3
	
Third-Party Failure to Purchase
	
32

	
 
	
 
	
 

	
10.
	
CONDITIONS TO CLOSING; Settlement Statement; CLOSING
	
32

	
 
	
10.1
	
Seller’s Conditions to Closing
	
32

	
 
	
10.2
	
Buyer’s Conditions to Closing
	
33

	
 
	
10.3
	
Closing Settlement Statement
	
34

	
 
	
10.4
	
Closing Date and Place
	
34

	
 
	
10.5
	
Closing Activities
	
34

	
 
	
 
	
 

	
11.
	
POST-CLOSING OBLIGATIONS
	
36




ii



 


	
 
	
11.1
	
Recordation and Filing of Documents
	
36

	
 
	
11.2
	
Records
	
36

	
 
	
11.3
	
Final Settlement Statement
	
36

	
 
	
11.4
	
Cooperation with Seller’s Retained Assets
	
37

	
 
	
11.5
	
Suspense Accounts
	
37

	
 
	
11.6
	
Further Assurances
	
37

	
 
	
11.7
	
Escrow Account
	
37

	
 
	
 
	
 

	
12.
	
TAXES
	
38

	
 
	
12.1
	
Property Taxes
	
38

	
 
	
12.2
	
Production Taxes
	
38

	
 
	
12.3
	
Other Taxes
	
38

	
 
	
 
	
 

	
13.
	
OWNERSHIP OF ASSETS
	
39

	
 
	
13.1
	
Distribution of Production
	
39

	
 
	
13.2
	
Proration of Income and Expenses
	
39

	
 
	
13.3
	
Notice to Remitters of Proceeds
	
39

	
 
	
13.4
	
Production Imbalances
	
39

	
 
	
13.5
	
Pipeline and Other Non-Wellhead Imbalances
	
40

	
 
	
 
	
 

	
14.
	
INTERIM OPERATIONS
	
41

	
 
	
14.1
	
Standard of Care
	
41

	
 
	
14.2
	
Liability of Operator
	
41

	
 
	
14.3
	
Removal of Signs
	
41

	
 
	
14.4
	
Third-Party Notifications
	
41

	
 
	
14.5
	
Seller Credit Obligations
	
41

	
 
	
14.6
	
Employment Matters
	
42

	
 
	
14.7
	
Notification of Breaches
	
43

	
 
	
 
	
 

	
15.
	
EXCHANGE PROVISION
	
43

	
 
	
 
	
 

	
16.
	
ASSUMPTION OF LIABILITY AND GENERAL INDEMNIFICATION
	
43

	
 
	
16.1
	
Buyer’s Assumption of Obligations
	
43

	
 
	
16.2
	
Definitions
	
45

	
 
	
16.3
	
Buyer’s General Indemnity
	
45

	
 
	
16.4
	
Seller’s General Indemnity
	
45

	
 
	
16.5
	
Limitation on Indemnification
	
47

	
 
	
16.6
	
Further Limitation on Indemnification
	
47

	
 
	
16.7
	
Indemnification Procedures
	
47

	
 
	
 
	
 

	
17.
	
CASUALTY LOSS
	
48

	
 
	
 
	
 

	
18.
	
NOTICES
	
49

	
 
	
 
	
 

	
19.
	
TERMINATION
	
50

	
 
	
19.1
	
Termination
	
50




iii



 


	
 
	
19.2
	
Liabilities Upon Termination; Deposit Amount
	
50

	
 
	
 
	
 

	
20.
	
MISCELLANEOUS
	
51

	
 
	
20.1
	
Entire Agreement
	
51

	
 
	
20.2
	
Survival
	
51

	
 
	
20.3
	
Arbitration
	
51

	
 
	
20.4
	
Non-Disclosure Agreement
	
51

	
 
	
20.5
	
Choice of Law
	
52

	
 
	
20.6
	
Assignment
	
52

	
 
	
20.7
	
No Admissions
	
52

	
 
	
20.8
	
Waivers and Amendments
	
52

	
 
	
20.9
	
Counterparts
	
52

	
 
	
20.10
	
Third-Party Beneficiaries
	
53

	
 
	
20.11
	
Specific Performance
	
53

	
 
	
20.12
	
Public Communications
	
53

	
 
	
20.13
	
Headings
	
53

	
 
	
20.14
	
Expenses
	
53

	
 
	
20.15
	
No Recourse
	
54




 

 

List of Exhibits:

Exhibit “A” – Schedule of Leases

Exhibit “B” – Schedule of Wells

Exhibit “C” – Allocation Value

Exhibit “D” – Conveyance

Exhibit “E” – Certificate of Non-Foreign Status

List of Schedules:

Schedule 2.3 – Equipment

Schedule 2.5 – Easements and Surface Agreements

Schedule 2.8 – Retained Assets

Schedule 3.2 – Escrow Agreement

Schedule 5.3 – Compliance

Schedule 5.6 – Material Contracts

Schedule 5.7 – Permits

Schedule 5.8 – Litigation

Schedule 5.10 – Notices

Schedule 5.14 – Outstanding Obligations/AFEs

Schedule 5.17 – Third Party Consents

Schedule 5.18 – Preferential Purchase Rights

Schedule 5.19 – Mechanical Integrity

Schedule 11.5 – Suspense Accounts

Schedule 13.4 – Production Imbalances

 

 

iv



 

PURCHASE AND SALE AGREEMENT


This Purchase and Sale Agreement (“Agreement”) is made and entered into as of November 8, 2017 (“Execution Date”) by and between Mid-Con Energy Properties, LLC, a Delaware limited liability company, whose address is 2431 E. 61st Street, Suite 850, Tulsa, Oklahoma 74136 (“Seller”), and Exponent Energy III LLC, a Delaware LLC, whose address is 1560 E 21st St, Suite 215, Tulsa, Oklahoma 74114 (“Buyer”). Buyer and Seller may sometimes be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.

WHEREAS, Buyer desires to purchase the Assets (as defined below) from Seller, and Seller desires to sell the Assets to Buyer on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

ARTICLE 1


	
1.
	
DEFINITIONS




“Additional Interest” has the meaning set forth in Section 7.2.

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

“Allocated Values” has the meaning set forth in Section 3.4.

“Asset” or “Assets” has the meaning set forth in Article 2.

“Assumed Imbalance” or “Assumed Imbalances” has the meaning set forth in Section 13.4.

“Assumed Obligations” has the meaning set forth in Section 16.1.1.

“Available Employees” has the meaning set forth in Section 14.6.

“Available Employees List” has the meaning set forth in Section 14.6.

“Base Purchase Price” has the meaning set forth in Section 3.1.

“Business Day” means any day, other than Saturday or Sunday, on which commercial banks are open for commercial business with the public in Tulsa, Oklahoma.

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

“Buyer Group” has the meaning set forth in Section 16.2.

“Casualty Defect” has the meaning set forth in Article 17.

“Claim Notice” has the meaning set forth in Section 16.7.2.

5



 

“Claims” means any and all claims, rights, demands, causes of action, liabilities (including civil fines), damages, losses, fines, penalties, sanctions of every kind and character including reasonable fees and expenses of attorneys, technical experts and expert witnesses, judgments or proceedings of any kind or character whatsoever, whether arising or founded in law, equity, statute, contract, tort, strict liability or voluntary settlement and all reasonable expenses, costs and fees (including reasonable attorneys’ fees) in connection therewith.

“Cleanup” has the meaning set forth in Section 8.1(d).

“Closing” has the meaning set forth in Section 10.4.

“Closing Date” has the meaning set forth in Section 10.4.

“Closing Settlement Statement” has the meaning set forth in Section 10.3.

“Consents” has the meaning set forth in Section 9.1.

“Contracts” means all contract rights directly relating to the Assets, including, but not limited to, any operating agreements, joint venture agreements, unit agreements, orders and decisions of state, tribal and federal regulatory authorities establishing units, unit operating agreements, farm-in and/or farmout agreements, pooling or unitization or communitization agreements, processing agreements, transportation agreements, gathering and processing agreements, enhanced recovery and injection agreements, balancing agreements, options, drilling agreements, exploration agreements, area of mutual interest agreements, oil and/or gas production sales or marketing agreements, and assignments of operating rights, working interests, subleases and rights above or below certain footage depths or geological formations, to the extent the same are directly related to the Assets; provided, however, the term “Contract” shall not include any master service contract or any other contract or agreement which precludes assignment for which Seller, using its reasonable efforts, cannot secure a waiver or consent to assignment prior to Closing by the other party(s) to such contract or agreement.

“Conveyances” means the one or more conveyances, assignments, deeds, and bills of sale, in form and substance mutually agreed to by Buyer and Seller, conveying the Assets to Buyer in accordance with the terms of this Agreement, to be executed and delivered in accordance with the provisions of Section 10.5.2.

“Current Tax Period” has the meaning set forth in Section 12.1.

“Deductible Amount” has the meaning set forth in Section 7.5.

“Deposit” has the meaning set forth in Section 3.2. 

“Due Diligence Period” has the meaning set forth in Section 7.1.

“Easements” means rights-of-way, easements, permits, licenses, approvals, servitudes and franchises specifically acquired for, or used in connection with, operations for the exploration and production of oil, gas or other minerals on or from the Interests or otherwise in connection with the Wells, Equipment, any gathering system(s) (whether used for the gathering 

6



 

of Hydrocarbons or non-Hydrocarbon substances produced in association therewith, including produced water and saltwater) or Surface Agreements, including, without limitation, the rights to permits and licenses of any nature owned, held or operated in connection with said operations.

“Effective Time” means 12:00 a.m. local time where the Assets are located on October 1, 2017.

“Environmental Adjustment” has the meaning set forth in Section 8.2(a).

“Environmental Defect” has the meaning set forth in Section 8.1.

“Environmental Laws” means any and all present and future laws, statutes, regulations, rules, orders, ordinances, codes, plans, requirements, criteria, standards, decrees, judgments, injunctions, notices, demand letters, permits, licenses or determinations issued, or promulgated by any Governmental Authority now or hereafter in effect, and in each as amended or supplemented from time to time, and any applicable administrative or judicial interpretation thereof, pertaining to (a) use, storage, emission, discharge, clean-up, release, or threatened release of pollutants, contaminants, NORM, chemicals, or industrial, toxic or hazardous substances (collectively, “Pollutants”) on or into the environment or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation or handling of Pollutants, (b) health, (c) the environment, or (d) wildlife or natural resources applicable to the Assets and in effect in or for the jurisdiction in which the Assets are located, including, without limitation, the Clean Air Act (CAA), the Clean Water Act (CWA), the Federal Water Pollution Act, the Rivers and Harbors Act, the Safe Drinking Water Act, the National Environmental Policy Act of 1969 (NEPA), the Endangered Species Act (ESA), the Fish and Wildlife Conservation Act of 1980, the Fish and Wildlife Coordination Act (FWCA), the Oil Pollution Act, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Superfund Amendments and Reauthorization Act of 1986 (SARA), the Resources Conservation and Recovery Act (RCRA), the Toxic Substance Control Act, the Occupational, Safety and Health Act (OSHA), the Emergency Planning and Community Right-To-Know Act (EPCRA), the Hazardous Materials Transportation Act, the Hazardous and Solid Waste Amendments of 1984 (HSWA), and any and all other applicable present and future federal, state and local laws, statutes, regulations, rules, orders, ordinances, codes, plans, requirements, criteria, standards, decrees, judgments, injunctions, notices, demand letters, permits, licenses or determinations whose purpose is to regulate Pollutants or to conserve or protect health, the environment, wildlife or natural resources as any of the foregoing are now existing or may hereafter be amended or interpreted.

“Environmental Notice” has the meaning set forth in Section 8.1.

“Equipment” has the meaning set forth in Section 2.3.

“Execution Date” has the meaning set forth in the Preamble.

“Final Settlement Statement” has the meaning set forth in Section 11.3.

“Final Suspense Account Statement” has the meaning set forth in Section 11.5.

7



 

“Governmental Authority” or “Governmental Authorities” means any court or tribunal (including an arbitrator or arbitral panel) in any jurisdiction (domestic or foreign) or any federal, tribal, state, county, municipal or other governmental or quasi-governmental body, agency, authority, department, board, commission, bureau, official or other authority or instrumentality.

“Hire Date” has the meaning set forth in Section 14.6.

“Hydrocarbons” has the meaning set forth in Section 2.4.

“Interests” has the meaning set forth in Section 2.1.

“Indemnified Party” has the meaning set forth in Section 16.7.1.

“Indemnifying Party” has the meaning set forth in Section 16.7.1.

“Leases” has the meaning set forth in Section 2.1.

“Loss” has the meaning set forth in Section 8.1(e).

“Material Contracts” means (a) all area of mutual interests agreements (other than customary area of mutual interest provisions in operating agreements), partnership (other than tax partnerships), joint venture and/or exploration or development program agreements relating to Wells and Leases or otherwise included in the Assets and (b) all of the oil and/or gas production sales, marketing and processing agreements relating to the Wells and Leases, other than such agreements which are terminable by Seller without penalty on 90 or fewer days’ notice.

“Net Mineral Acres” means, as calculated separately with respect to each Lease, (a) the number of gross acres in the lands covered by such Lease, multiplied by (b) the lessor’s undivided percentage interest in oil, gas or other minerals covered by such Lease in such lands, multiplied by (c) Seller’s working interest in such Lease; provided, that if items (b) and/or (c) vary as to different areas of such lands (including depths) covered by such Lease, a separate calculation shall be done for each such area as if it were a separate Lease.

“New Employees” has the meaning set forth in Section 14.6.

“NORM” means naturally occurring radioactive material.

“Notice Period” has the meaning set forth in Section 16.7.3.

“Open Defect” has the meaning set forth in Section 7.4(c).

“Party” or “Parties” has the meaning set forth in the Preamble.

“Party Affiliate” has the meaning set forth in Section 20.15.

“Permits” has the meaning set forth in Section 2.6.

8



 

“Permitted Encumbrances” means (i) any third party consents to assignment and similar agreements with respect to which waivers or consents are obtained prior to Closing or which are typically obtained after Closing (including any applicable approval(s) from Governmental Authorities); (ii) easements, rights of way, servitudes, licenses and permits on, over, across or in respect of any of the Assets which do not materially interfere with the use, operation or development of the Assets; (iii) rights reserved to or vested in any Governmental Authority to control or regulate any of the Assets in any manner, and all obligations and duties under all applicable laws, rules and orders of any such Governmental Authority or under any franchise, grant, license or permit issued by any such Governmental Authority; (iv) materialmen’s, mechanics’, repairmen’s, employees’, contractors’, operators’, tax and other similar liens or charges arising in the ordinary course of business incidental to the construction, maintenance or operation of any of the Assets which have not yet become due and payable or payment is being withheld as provided by law or are being contested in good faith in the ordinary course of business by appropriate action; (v) any other liens, charges, encumbrances, contracts, agreements, instruments, obligations, defects or irregularities of any kind whatsoever affecting the Assets that do not operate to reduce the net revenue interest below that set forth on the applicable Exhibit(s) hereto for such Interest or increase the working interest above that set forth on the applicable Exhibit(s) hereto without a proportionate increase in the corresponding net revenue interest; (vi) defects and irregularities arising out of the lack of a survey; (vii) defects or irregularities arising out of the lack of recorded powers of attorney from any Person to execute and deliver documents on their behalf; (viii) defects arising out of a lack of evidence of corporate authorization; (ix) defects in the chain of title consisting of failure to recite marital status or the omission of succession of heirship or estate proceedings; (x) defects or irregularities arising out of improper or incomplete acknowledgement, witness, or attestation; (xi) defects or irregularities of title as to which the relevant statute(s) of limitations or prescription would bar any attack or claim against Seller’s title (or, after the Closing, Buyer’s title); (xii) any of the matters disclosed on any Exhibit or any Schedule to this Agreement; (xiii) defects based on lack of information in Seller’s files; (xiv) defects or irregularities arising out of prior oil and gas leases which by their terms and on their face, expired more than ten (10) years prior to the Effective Time, and which have not been released of record; (xv) defects or irregularities arising out of liens, mortgages or deeds of trust which, by their terms and on their face, expired and terminated more than ten (10) years prior to the Effective Time but which remain unreleased of record; (xvi) defects and irregularities cured by possession under applicable statutes of limitation or statutes relating to prescription; (xvii) all approvals or rights to consent by, required notices to, filings with or other actions by Governmental Authorities in connection with the sale or conveyance of oil and gas leases or interests therein if they are customarily obtained subsequent to the sale or conveyance; (xviii) Preferential Purchase Rights which are subject to Article 9; (xix) conventional rights of reassignment triggered by Seller’s (or, after the Closing, Buyer’s) express indication of its intention to release or abandon its interest prior to expiration of the primary term or other termination of such interest; (xx) any maintenance of uniform interest provision in an operating agreement if waived by the party or parties having the right to enforce such provision or if the violation of such provision would not give rise to the unwinding of the sale of the affected Asset; and (xxi) such other defects or irregularities of title as Buyer may have waived in writing or by which Buyer shall be deemed to have waived pursuant to the provisions of Section 6.3 and Section 7.3.  

9



 

“Person” means any individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization, government or department or agency thereof, or any other entity.

“Pipeline Imbalances” has the meaning set forth in Section 13.5.

“Pollutants” has the meaning set forth in the definition of Environmental Laws.

“Preferential Purchase Right” has the meaning set forth in Section 9.1.

“Property Taxes” has the meaning set forth in Section 12.1.

“Records” has the meaning set forth in Section 2.7.

“Represented Imbalance” has the meaning set forth in Section 13.4.

“Retained Assets” has the meaning set forth in Section 2.8.

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

“Seller Credit Obligations” has the meaning set forth in Section 14.5.

“Seller Group” has the meaning set forth in Section 16.2.

“Surface Agreements” means any contracts, rights, permits, permissions or licenses to use of the surface estate as related to the Assets, including any surface leases, surface use rights or agreements or any similar surface rights, agreements or licenses relating to the Assets.

“Suspense Accounts” has the meaning set forth in Section 11.5.

“Tax Deferred Exchange” has the meaning set forth in Article 15.

“Termination Threshold” has the meaning set forth in Section 7.6.

“Title Defect” has the meaning set forth in Section 7.1.

“Wells” has the meaning set forth in Section 2.2.

10



 

ARTICLE 2


	
2.
	
PURCHASE AND SALE




Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller, effective as of the Effective Time for the consideration recited and subject to the terms and conditions set forth in this Agreement, all of Seller’s right, title and interest in the following (each individually referred to as an “Asset” and all collectively referred to as the “Assets”):


	
 
	
2.1
	
Interests - All of those certain oil, gas and/or mineral leases described on the attached Exhibit “A” (the “Leases”), together with all other rights, titles and interests of Seller insofar as the same pertain to the right to explore for, develop, and/or produce oil and/or gas, in the Leases and any other lands or interests covered thereby (including any fee mineral interests), associated therewith or pooled, unitized or communitized therewith, including all working interests, royalty interests, overriding royalty interests, net profits interests, production payments, forced pooled interests, and interests pertaining to the right to explore for, develop, and/or produce oil and/or gas acquired under contracts or otherwise in the lands covered by the Leases, and any other lands or interests pooled, unitized or communitized therewith; provided, however, that all of the foregoing are subject to the limitations described in Exhibit “A” (the Leases and the lands covered thereby and other interests therein are collectively referred to in this Agreement as the “Interests”).  





	
 
	
2.2
	
Wells - All of the oil and gas wells, salt water disposal wells, injection wells, monitoring wells and any other wells and wellbores located on or attributable to the Interests or on lands pooled, unitized or communitized with any portion thereof, or on lands located within any governmental drilling and/or spacing unit (if applicable) which includes any portion thereof, or on portions thereof associated with proved undeveloped reserves whether producing, plugged or unplugged, shut-in, or permanently or temporarily abandoned, including, but not limited to, the wells identified on the attached Exhibit “B” (the “Wells”).





	
 
	
2.3
	
Equipment - All personal property, fixtures and improvements and facilities, spare parts and inventory (including those items identified on Schedule 2.3) (insofar as the same are located on the Interests or to the extent the same are primarily used or held for use in connection with the operations of the Assets or the production of Hydrocarbons therefrom), equipment, pipelines, pipeline laterals, well pads, tank batteries, well heads, treating equipment, compressors, power lines, casing, tubing, pumps, motors, gauges, meters, valves, heaters, treaters, and separators appurtenant to the Interests, Wells or used in connection with the ownership or operation of the Interests, Wells or the production, gathering, transportation, storage, treatment, sale or disposal of Hydrocarbons, including, but not limited to, facilities, plants, treating and processing systems, casing, pipelines and flow lines (collectively, the “Equipment”).




11



 


	
 
	
2.4
	
Production - All of the oil, natural gas, condensate, casinghead gas, products or other minerals, attributable or allocable to the Interests or Wells (i) from and after the Effective Time or (ii) which are in storage above the pipeline connection as of the Effective Time and for which Seller receives an upward adjustment to the Base Purchase Price, or (iii) with regard to any over-produced or under-produced volumes of Seller attributable to the Assumed Imbalances and Pipeline Imbalances (“Hydrocarbons”).





	
 
	
2.5
	
Easements and Surface Agreements - All Easements and Surface Agreements, including but not limited to, those identified and described on the attached Schedule 2.5.





	
 
	
2.6
	
Contract Rights and Permits - All Contracts and all environmental and other governmental (whether federal, tribal, state or local) permits, permissions, licenses, orders, authorizations, franchises and related instruments or rights to the extent the aforementioned can be assigned and to the extent relating to the ownership, operation or use of the Interests, Wells, Equipment, Hydrocarbons, Easements and Surface Agreements (“Permits”).





	
 
	
2.7
	
Files and Records   - All of the files, records and data directly relating to the items and interests described in Section 2.1 through Section 2.6 above including, without limitation, land and lease files, well files, title records including abstracts of title, title opinions, title insurance reports/policies, property ownership reports, division order and right-of-way files, contracts, production records, all logs including electric logs, core data, pressure data and decline curves and graphical production curves, operational records, technical records, production and processing records, and contract files, and all related materials in the possession of Seller, less and except (i) the general corporate files and records of Seller insofar as they relate to Seller’s business generally and are not required for the future ownership or operation of the Assets, (ii) all legal files and records (other than legal files and records included in, or are part of, the above-referenced files and records), (iii) Seller’s federal or state income, franchise or margin tax files and records, (iv) employee files, (v) reserve evaluation information or economic projections (other than reserve evaluation or economic projection materials and files previously made available to Buyer), (vi) records relating to the sale of the Assets, including competing bids, (vii) proprietary data, information and data under contractual restrictions on assignment or disclosure, (viii) privileged information, (ix) intellectual property, (x) seismic, geophysical, geological or other similar information or data subject to restrictions on disclosure to third parties, or (xi) any other files or records to the extent constituting Retained Assets (collectively, the “Records”).




12



 


	
 
	
2.8
	
Retained Assets - Notwithstanding anything to the contrary in Section 2.1 through Section 2.7 or elsewhere herein, the Assets do not include the following (collectively, the “Retained Assets”):  





	
 
	
(a)
	
All rights and interests of Seller (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Assets occurring or accrued prior to the Effective Time;





	
 
	
(b)
	
All claims of Seller for refunds or loss carry forwards with respect to (i) production, severance or any other taxes attributable to the Assets for any period prior to the Effective Time, (ii) income or franchise taxes or (iii) any taxes attributable to the Retained Assets;





	
 
	
(c)
	
All proceeds, income, revenues, claims, refunds or other benefits (including any benefit attributable to any current or future laws or regulations in respect of “royalty relief” or other similar measures) not otherwise enumerated above, prior to the Effective Time as well as any security or other deposits made, attributable to (i) the Assets for any period prior to the Effective Time, or (ii) any Retained Assets;





	
 
	
(d)
	
All documents and instruments of Seller relating to the Assets that may be protected by an attorney-client or attorney-work product privilege; 





	
 
	
(e)
	
All audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any Retained Assets; and





	
 
	
(f)
	
Those items more particularly identified and described on Schedule 2.8 hereto. 




ARTICLE 3


	
3.
	
PURCHASE PRICE AND ALLOCATION





	
 
	
3.1
	
Base Purchase Price - Buyer agrees to pay Seller for the Assets the total sum of Twenty-Five Million Dollars ($25,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at Closing, subject only to the price adjustments set forth in this Agreement.  





	
 
	
3.2
	
Performance Deposit and Payment - As evidence of good faith, Buyer has deposited or is depositing with SunTrust Bank, at the time of the execution of this Agreement, an amount equal to five percent (5%) of the Base Purchase Price  ($1,250,000.00) (the “Deposit”), which Deposit shall be non-interest bearing and non-refundable except as provided herein and subject to the terms of the Escrow Agreement attached hereto as Schedule 3.2 and executed simultaneously herewith. The Deposit shall be retained by the Escrow Agent until the completion 




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of Buyer’s title and environmental due diligence and distributed as set forth elsewhere herein.  If Closing does not occur and the Agreement is terminated, then the Deposit shall be retained by Seller or paid to Buyer, as provided in Article 19 below.  





	
 
	
3.3
	
Adjustments to the Base Purchase Price - The Base Purchase Price shall be adjusted as follows:





	
 
	
(a)
	
Upward Adjustments - The Base Purchase Price shall be adjusted upward for the following, without duplication:





	
 
	
(i)
	
all production expenses, operating expenses, and capital expenditures paid or incurred by Seller in connection with the ownership and operation of the Assets, including, but not limited to, lease option or extension payments, attributable to the periods from and after the Effective Time (including, without limitation, royalties and taxes attributable to Hydrocarbons produced and saved from and after the Effective Time, and pre-paid charges);





	
 
	
(ii)
	
all proceeds attributable to the sale of Hydrocarbons from the Assets and all other income and benefits received by Buyer attributable to production, ownership and operation of the Assets prior to the Effective Time (net of royalties, overriding royalties and other burdens on Seller’s share of production not otherwise accounted for hereunder);





	
 
	
(iii)
	
all positive adjustments, if any, regarding Additional Interests, as provided in Section 7.2;





	
 
	
(iv)
	
to the extent the Assumed Imbalances reflect an underbalanced (or under-produced or under-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such underbalanced Assumed Imbalances in accordance with the provisions of Section 13.4;





	
 
	
(v)
	
all adjustments for oil in storage above the pipeline connection, as provided in Section 13.1; 





	
 
	
(vi)
	
adjustments for over-delivered Pipeline Imbalances (volumes owed to Seller) as provided in Section 13.5;





	
 
	
(vii)
	
all royalty overpayment amounts and/or future deductions as royalty offsets associated with the Assets as of the Effective Time;





	
 
	
(viii)
	
gross overhead charges of $156,000.00/month for the operation of the Assets attributable to the periods from and after the Effective Time; and




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(ix)
	
any other upward adjustments to the Base Purchase Price specified in this Agreement.





	
 
	
(b)
	
Downward Adjustments - The Base Purchase Price shall be adjusted downward for the following, without duplication:





	
 
	
(i)
	
except as otherwise provided in this Agreement, all production expenses, operating expenses, operated and non-operated overhead charges and other costs under applicable operating agreements (or other contracts, pooling orders, or other similar agreements) and other expenses, costs and charges paid or incurred by Buyer in connection with the Assets and attributable to periods prior to the Effective Time, including, without limitation, taxes, capital expenses and other costs;





	
 
	
(ii)
	
except as otherwise provided in this Agreement, all proceeds attributable to the sale of Hydrocarbons and all other income and benefits received by Seller and attributable to the production, operation or ownership of the Assets on or after the Effective Time (net of royalties, overriding royalties (other than overriding royalties that are conveyed as part of the Assets) and other burdens on Buyer’s share of production not otherwise accounted for hereunder);





	
 
	
(iii)
	
all adjustments regarding Title Defects, in accordance with the provisions of Article 7;





	
 
	
(iv)
	
all adjustments regarding Environmental Defects, in accordance with the provisions of Article 8;





	
 
	
(v)
	
all adjustments regarding exercised Preferential Purchase Rights, as contemplated in Article 9;





	
 
	
(vi)
	
all adjustments regarding Casualty Defects, in accordance with the provisions of Article 17;





	
 
	
(vii)
	
to the extent the Assumed Imbalances reflect an overbalanced (or over-produced or over-received balance) position of Seller as of the Effective Time regarding the Assets, all adjustments regarding such overbalanced Assumed Imbalances, in accordance with the provisions of Sections 13.4;





	
 
	
(viii)
	
adjustments for under-delivered Pipeline Imbalances (volumes owed by Seller), as provided in Section 13.5;





	
 
	
(ix)
	
an amount equal to the amounts held in the Suspense Accounts as of the Closing, as contemplated in Section 11.5; 




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(x)
	
any other downward adjustments to the Base Purchase Price as specifically provided for under the terms of this Agreement.  





	
 
	
3.4
	
Allocation of Base Purchase Price - Seller and Buyer agree that the Base Purchase Price shall be allocated among the Assets as set forth on the attached Exhibit “C” Allocated Value (the “Allocated Values”) for the purpose of (i) providing notices, or obtaining waivers, of any Preferential Purchase Rights affecting any Asset(s), (ii) determining the value of a Title Defect and (iii) handling those instances for which the Base Purchase Price is to be adjusted.  




ARTICLE 4


	
4.
	
ACCESS TO ASSETS AND DATA; DISCLAIMERS; GOVERNMENTAL REVIEWS





	
 
	
4.1
	
Access - Seller shall provide Buyer and Buyer’s authorized representatives, at any reasonable time(s) before the Closing, (i) reasonable physical access, at Buyer’s sole risk, cost and expense, to the Assets that are operated by Seller to allow Buyer to conduct on-site environmental site assessments of the Assets (which assessments shall not include sampling, boring, drilling or other invasive investigation activities, or any “Phase II” environmental assessment, without Seller’s prior written consent), to the extent Seller has the right to grant such access for such purpose; and (ii) access to the Records and other Assets, to the extent such data and records are in Seller’s or its representatives’ possession and relate to the Assets; provided, however, Seller shall have no obligation to provide Buyer access to any interpretative or predictive data or information which Seller considers confidential or proprietary or which Seller believes in good faith it cannot provide Buyer because of third-party restrictions.  





	
 
	

	
In connection with any on-site inspections, Buyer agrees to not unreasonably interfere with the normal operation of the Assets and further agrees that under no circumstances shall it perform any invasive tests of any nature on the Assets without the prior express written consent of Seller.  In connection with granting such access, and except to the extent that such claims are caused by the gross negligence of Seller, Buyer waives and releases all claims against Seller Group (as defined in Section 16.2) for injury to, or death of persons, or damage to property INCURRED, HOWSOEVER CAUSED, in connection with the performance of this diligence and Buyer SHALL indemnify, defend and hold harmless Seller Group from and against all such claims.





	
 
	
4.2
	
Disclaimer - Buyer specifically understands and acknowledges the following:





	
 
	
4.2.1
	
Title – Subject to the other provisions contained in this Agreement, title to the Assets shall be transferred and conveyed from Seller to Buyer at Closing with a “by, through and under” warranty of title through the 




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Effective Time, and shall otherwise be conveyed in accordance with the terms of this Agreement and the Conveyances.  





	
 
	
4.2.2
	
Disclaimer of Warranty - EXCEPT AS EXPRESSLY PROVIDED FOR OTHERWISE IN THIS AGREEMENT, OR IN THE CONVEYANCES, SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION, COVENANT OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE TITLE OR CONDITION OF THE ASSETS AND ANY PERSONAL PROPERTY, EQUIPMENT, FIXTURES AND ITEMS OF MOVABLE PROPERTY COMPRISING ANY PART OF THE ASSETS, INCLUDING (i) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY; (ii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS; (iii) ANY RIGHTS OF BUYER UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE; (iv) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS OR OTHER VICES, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, LATENT OR PATENT; (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT OR INFRINGEMENT OF ANY OTHER INTELLECTUAL PROPERTY RIGHT; (vi) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT INCLUDING, WITHOUT LIMITATION, NATURALLY OCCURRING RADIOACTIVE MATERIAL OR ASBESTOS, OR PROTECTION OF THE ENVIRONMENT OR HEALTH; OR (vii) ANY IMPLIED OR EXPRESS WARRANTY REGARDING TITLE TO ANY OF THE ASSETS.  UPON CLOSING, IT IS THE EXPRESS INTENTION OF BUYER AND SELLER THAT, EXCEPT AS EXPRESSLY PROVIDED FOR OTHERWISE IN THIS AGREEMENT, OR IN THE CONVEYANCES, THE PERSONAL PROPERTY, EQUIPMENT, FIXTURES AND ITEMS AND THE CONDITION OF THE ASSETS ARE BEING CONVEYED TO BUYER “AS IS, WHERE IS,” WITH ALL FAULTS, AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND BUYER WAIVES ANY CLAIM(S) FOR BREACH OF WARRANTY UNDER THE CONVEYANCES, WHICH WERE NOT ASSERTED BY BUYER IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.  AS ONE OF ITS CONDITIONS TO CLOSING, BUYER ACKNOWLEDGES, AGREES AND REPRESENTS TO SELLER THAT AS OF CLOSING BUYER WILL HAVE BEEN GIVEN THE OPPORTUNITY TO MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE. 




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4.2.3
	
Additional Disclaimer - EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT OR IN THE CONVEYANCES, SELLER HEREBY EXPRESSLY NEGATES AND DISCLAIMS, AND BUYER HEREBY WAIVES AND ACKNOWLEDGES THAT SELLER HAS NOT MADE AND BUYER HAS NOT RELIED UPON, ANY WARRANTY, REPRESENTATION OR COVENANT, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OR MATERIALITY OF ANY FILES, RECORDS, DATA, INFORMATION, OR MATERIALS (WHETHER WRITTEN, ORAL OR OTHERWISE) HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE ASSETS, OR AS TO THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS OR THE ABILITY OF THE ASSETS TO PRODUCE HYDROCARBONS.  ANY AND ALL SUCH FILES, RECORDS, DATA, INFORMATION, AND OTHER MATERIALS FURNISHED BY SELLER, WHETHER MADE AVAILABLE PURSUANT TO THIS ARTICLE 4 OR OTHERWISE, ARE PROVIDED TO BUYER AS A CONVENIENCE AND ACCOMMODATION, AND ANY RELIANCE UPON OR USE OF THE SAME SHALL BE AT BUYER’S SOLE RISK.





	
 
	
4.3
	
Governmental Reviews- - Seller and Buyer shall each in a timely manner make (or cause its applicable affiliate to make) (i) all required filings and prepare applications to and conduct negotiations with, each Governmental Authority as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transaction contemplated hereby, and (ii) provide such information as the other may reasonably request in order to make such filings, prepare such applications and conduct such negotiations.  Each Party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations.  Buyer shall bear the cost of all filing or application fees payable to any Governmental Authority with respect to the transaction contemplated by this Agreement, regardless of whether Buyer, Seller, or any affiliate of any of them is required to make the payment.




ARTICLE 5


	
5.
	
SELLER’S REPRESENTATIONS




Seller represents the following to Buyer as of the Execution Date:


	
 
	
5.1
	
Existence - It is an entity duly organized and validly existing and in good standing under the laws of its state of formation, and is duly qualified to carry on its business and to own and operate oil and gas properties in each jurisdiction in which the Assets owned by it are located.    





	
 
	
5.2
	
Authority - Seller has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations 




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under this Agreement.  Furthermore, as of the Execution Date, Seller has obtained all necessary board of directors and/or such other internal approvals as are required under its own corporate governance requirements to close this transaction.  This Agreement constitutes the legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors, (ii) general principles of equity, and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.





	
 
	
5.3
	
Compliance - To Seller’s knowledge and except as set forth on Schedule 5.4, all of the Assets are in material compliance with all applicable laws, rules, regulations, ordinances and orders of all Governmental Authorities having jurisdiction.  





	
 
	
5.4
	
Payment of Royalties - To Seller’s knowledge, all royalties and in-lieu royalties with respect to the Assets which accrued or are attributable to the period prior to the Effective Time have been properly and fully paid, or are included within the Suspense Accounts being conveyed to Buyer pursuant to Section 11.5, or previously disclosed to Buyer. 





	
 
	
5.5
	
Taxes - To Seller’s knowledge, all ad valorem, property, production, severance and similar taxes with respect to the Assets that are due based upon or measured by the ownership of any Assets, the production or removal of Hydrocarbons therefrom or the receipt of proceeds therefrom have been properly and timely paid.





	
 
	
5.6
	
Material Contracts - Except as set forth on Schedule 5.6, as of the Execution Date, (a) each Material Contract is in full force and effect, (b) Seller has not received written notice of its breach or default under any Material Contract, and (c) to Seller’s knowledge, no other party to any such Material Contract is in breach thereof or in default thereunder.





	
 
	
5.7
	
Permits – To Seller’s knowledge and except as set forth on Schedule 5.7, as of the Execution Date, (a) Seller has not received written notice of its default under any Permit, and (b) each Permit is in full force and effect.





	
 
	
5.8
	
Litigation and Claims - Except as set forth on Schedule 5.8, no suit, action, demand, proceeding, lawsuit or other litigation is pending or, to Seller’s knowledge, threatened with respect to Seller that could reasonably be expected to materially and adversely affect the ownership, operation or value of the Assets.





	
 
	
5.9
	
Sale Contracts - Except for (a) contracts governing Seller’s sale of Hydrocarbons in the ordinary course, (b) the disposition in the ordinary course of equipment no longer suitable for oil and gas field operations or (c) this Agreement, there are no material contracts or options outstanding for the sale, exchange or transfer of Seller’s interest in the Assets or any portion thereof.




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5.10
	
Notices - Except as set forth on Schedule 5.10, to Seller’s knowledge, (a) the operation of the Assets is not the subject of any pending material regulatory compliance or enforcement actions, (b) Seller has not received any material condemnation or similar notices, and (c) Seller has not received written notice with respect to Seller’s operation of the Assets, which (i) has not heretofore been complied with, in all material respects, regarding any material violation of applicable laws, rules or regulations of any Governmental Authority with jurisdiction therein, or (ii) that remains uncured, and that would, individually or in the aggregate, have a material adverse effect on the Assets (taken as a whole).





	
 
	
5.11
	
Take-or-Pay - To Seller’s knowledge, Seller is not obligated, under a take-or-pay or similar arrangement, to allow its Hydrocarbons to be sold, without receiving full payments at the time of delivery in an amount that corresponds to the net revenue interest in the Hydrocarbons attributable to any Lease or Well described in Exhibits “A” or “B” (other than with regard to certain obligations relative to Assumed Imbalances or Pipeline Imbalances, as contemplated under Sections 13.4 and 13.5, respectively).





	
 
	
5.12
	
Timely Payment - To Seller’s knowledge, Seller has paid its share of all costs payable by it under the Leases and the Material Contracts as of the Effective Time, except those included in the Suspense Accounts or being contested in good faith.





	
 
	
5.13
	
Imbalances - To Seller’s knowledge, and except as set forth on Schedule 13.4, there are no gas or other Hydrocarbon production imbalances existing as of the Effective Time with respect to any of the Wells.





	
 
	
5.14
	
Outstanding Obligations - Except as otherwise described in Schedule 5.14, to Seller’s knowledge, as of the Execution Date, there are no outstanding authorizations for expenditures in excess of One Hundred Thousand and No/100 U.S. Dollars ($100,000.00), net to Seller’s interest, or other written commitments or proposals to conduct operations on the Assets.





	
 
	
5.15
	
Brokers - Seller has incurred no liability, contingent or otherwise, for broker’s or finder’s fees in respect of this Agreement or the transaction contemplated hereby for which Buyer shall have any responsibility whatsoever.





	
 
	
5.16
	
Bankruptcy - There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the knowledge of Seller, threatened against Seller.





	
 
	
5.17
	
Consents - Except as set forth on Schedule 5.17 and other than Preferential Purchase Rights, to the knowledge of Seller, and with the exception of those waivers, consents to assign, approvals or other similar rights customarily obtained from Governmental Authorities after Closing, there are no waivers, consents to assign, approvals or similar rights required in connection with the conveyance of the Assets from Seller to Buyer under the terms of this Agreement.




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5.18
	
Preferential Purchase Rights - Except as set forth on Schedule 5.18, to the knowledge of Seller, there are no Preferential Purchase Rights to which the Assets are subject, which would be triggered by this Agreement, and to which a notice would be required under the terms thereof due to the Parties entering into this Agreement.





	
 
	
5.19
	
Mechanical Integrity – To the best of Seller’s knowledge the disposal and injection wells set forth on Schedule 5.19, have maintained mechanical integrity and are capable of passing any mechanical integrity tests mandated by state regulations upon transfer.





	
 
	
5.20
	
Information - To the best of Seller’s knowledge, the information provided to Buyer by Seller is true and correct.




ARTICLE 6


	
6.
	
BUYER’S REPRESENTATIONS




Buyer represents the following to Seller as of the Execution Date:


	
 
	
6.1
	
Information - Buyer represents that it is a sophisticated purchaser, knowledgeable in the evaluation of oil and gas properties of the nature being acquired by Buyer hereunder and has performed due diligence on the Assets and performed all necessary tasks involved in evaluating the Assets, to the Buyer’s complete satisfaction.  EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT IT HAS FULLY INSPECTED THE ASSETS AND UPON CLOSING, BUYER WILL ACCEPT THE ASSETS AT CLOSING IN THEIR PRESENT CONDITION, “AS IS AND WHERE IS AND WITH ALL FAULTS.”  BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT AND IN THE CONVEYANCES, SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN, ORAL, OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF THE BACKGROUND MATERIALS OR ANY OTHER INFORMATION RELATING TO THE ASSETS FURNISHED BY OR ON BEHALF OF SELLER OR TO BE FURNISHED TO BUYER OR ITS REPRESENTATIVES, INCLUDING, WITHOUT LIMITATION, SELLER’S INTERNAL APPRAISALS AND/OR INTERPRETIVE DATA.  Buyer acknowledges and affirms that it has relied and will rely solely upon Seller’s representations, warranties or covenants in this Agreement and on its own independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this transaction, including its own estimate and appraisal of the extent and value of the oil, natural gas, natural gas liquids, and other reserves associated with the Assets.    




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6.2
	
Knowledge and Experience - Buyer (i) is engaged in the business of exploring for and/or producing oil and gas or other valuable minerals as an ongoing business and (ii) is purchasing the Assets for its own account for investment purposes and not with the intent to resell the Assets in violation of any federal or state securities laws.  Buyer is an experienced and knowledgeable investor in oil and gas properties, is knowledgeable with respect to the tax ramifications associated therewith and herewith, and has the financial and business expertise to fully evaluate the merits and risks of the transactions covered by this Agreement and has relied solely upon the basis of its own independent investigation of the Assets for all purposes (including the geologic and geophysical characteristics of the Assets, the estimated Hydrocarbon reserves recoverable therefrom, and the price and expense assumptions applicable thereto).  In acquiring the Assets, Buyer is acting in the conduct of its own business and not under any specific contractual commitment to any third party, or any specific nominee agreement with any third party, to transfer to, or to hold title on behalf of, such third party, with respect to all or any part of the Assets.  Buyer acknowledges that it has had the opportunity to seek the advice of persons it deemed appropriate concerning the consequences of the provisions of this Agreement and hereby waives any and all rights to claim that it is an unsophisticated investor in oil and gas properties.  The Assets are being acquired for Buyer’s own account for the purpose of investment or consumption and not with a view to reselling or distributing the Assets in violation of any securities registration or qualification requirements of any securities laws.





	
 
	
6.3
	
No Warranty - Buyer acknowledges that, except as expressly provided for otherwise in this Agreement or in the Conveyances, Seller has not made any representation, covenant or warranty, express or implied, at common law, by statute or otherwise, relating to the title or condition of the Assets, including, without limitation, any implied or express warranty of merchantability, of fitness for any particular purpose, or of conforming to models or samples of materials as to any personal property, fixtures or structures conveyed pursuant to this Agreement.  Buyer further acknowledges that no Claim(s) may be asserted nor may any proceeding be commenced by Buyer against Seller arising out of or related to a breach of any warranty of Seller pursuant to this Agreement (including any warranty of Seller set forth in the Conveyances) for which Buyer failed to deliver a written notice to Seller in accordance with the terms and conditions of this Agreement, and that any such Claim(s) shall be deemed to have been waived by Buyer under the terms of Section 7.3 below.





	
 
	
6.4
	
Existence  - Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Delaware, and is duly qualified to carry on its business in the State(s) where the Assets are located.  





	
 
	
6.5
	
Authority - Buyer has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and to perform its obligations under this Agreement.  Furthermore, as of the Execution Date, Buyer has obtained all necessary board of directors and/or such other internal approvals as may be 




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required under its own corporate governance requirements to close this transaction.  This Agreement constitutes the legal, valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors, (ii) general principles of equity, and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.  The execution, delivery and performance of this Agreement (and such documents) and the consummation of the transactions contemplated hereby (and thereby) do not violate, or conflict with, any material provision of Buyer’s governing documents or any material provisions of any agreement or instrument to which it is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to Buyer.  





	
 
	
6.6
	
Liability for Broker’s Fees - Buyer has not incurred any liability, contingent or otherwise, for broker’s or finder’s fees relating to the transactions contemplated by this Agreement for which Seller shall have any responsibility whatsoever.





	
 
	
6.7
	
Financial Resources - Buyer has all funds necessary to pay the Base Purchase Price and any other amounts contemplated by this Agreement.  Buyer’s ability to consummate the transactions contemplated hereby is not contingent on its ability to secure financing or to complete any public or private placement of securities prior to or upon Closing. 





	
 
	
6.8
	
Bankruptcy - There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the knowledge of Buyer, threatened against Buyer.





	
 
	
6.9
	
Qualification to Assume Operatorship - At Closing, Buyer will be qualified to own oil, gas and mineral leases, including the Assets, in all jurisdictions where the Assets are located, and Buyer’s designated affiliate shall be qualified to operate the Assets, and the consummation of the transactions contemplated in this Agreement will not cause Buyer to be disqualified as such an owner nor shall cause Buyer’s designated affiliate to be disqualified as operator.  To the extent required by the applicable state, tribal and federal governmental bodies or agencies, Buyer’s designated affiliate currently has, and will continue to maintain, lease bonds, area-wide bonds, or any other surety bonds or insurance policies as may be required by, and in accordance with, any Governmental Authorities with jurisdiction over the ownership and/or operation of such Assets or any operating agreement.





	
 
	
6.10
	
Consents.  No consent, approval, authorization or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by Buyer or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Buyer.




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6.11
	
Litigation.  There is no suit, action, demand, proceeding, lawsuit or other litigation by any person or Governmental Authority pending or, to Buyer’s knowledge, threatened against Buyer that impedes or is likely to impede Buyer’s ability to consummate the transactions contemplated by this Agreement and to assume the liabilities to be assumed by Buyer under this Agreement.





	
 
	
6.12
	
No Known Title Defects – As of the Execution Date, Buyer is not aware of any Title Defects against the Assets for which it will submit a Title Defect notice.





	
 
	
6.13
	
No Known Environmental Defects - As of the Execution Date, Buyer is not aware of any Environmental Defects against the Assets for which it will submit an Environmental Defect notice.




ARTICLE 7


	
7.
	
TITLE





	
 
	
7.1
	
Title Defects - Buyer shall notify Seller in writing of any Title Defect in any Well or Lease promptly after discovering the Title Defect but in no event later than on or before December 15, 2017 (the “Due Diligence Period”).  For the purpose of this Agreement, a “Title Defect” shall mean a material deficiency which individually per Well exceeds Thirty Thousand and No/100 U.S. Dollars ($30,000.00) or individually per Unit Lease exceeds Thirty Thousand and No/100 U.S. Dollars ($30,000.00) in one (or more) of the following respects (other than Permitted Encumbrances):





	
 
	
7.1.1
	
Adverse Claims – Seller’s title as to all or part of a Well or Unit Lease is subject to (i) an outstanding mortgage which is not released on or before Closing; (ii) a deed of trust which is not released on or before Closing; (iii) a lien or encumbrance which is not released on or before Closing; or (iv) a pending claim or cause of action in which a competing ownership interest in a Well or Unit Lease is claimed or implied;





	
 
	
7.1.2
	
Decreased Net Revenue Interest - Seller owns less than the net revenue interest shown on Exhibit “B” for a particular Well;





	
 
	
7.1.3
	
Increased Working Interest - Seller owns more than the working interest shown on Exhibit “B” for a particular Well without a proportionate increase in the corresponding net revenue interest shown on Exhibit “B”; and





	
 
	
7.1.4
	
Lesser Net Mineral Acres – Seller owns less Net Mineral Acres than shown on Exhibit “A” for a given Unit Lease; 




provided, however, that no Title Defect shall be deemed to exist and/or be asserted by Buyer with respect to (i) any Well operated by Buyer (or any of its affiliates), or (ii) any Unit Lease in which Buyer (or any of its affiliates) owns an 

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interest, in each case, as of the Execution Date or at any point during the Due Diligence Period.


	
 
	
7.2
	
Additional Interests - During the Due Diligence Period, Buyer shall promptly notify Seller in writing if Buyer determines (or is made aware of the possibility) that Seller has (i) a lesser working interest (without a proportionate decrease in the corresponding net revenue interest) with respect to all or any part of any Well than shown on Exhibit “B”, (ii) a greater net revenue interest with respect to all or any part of any Well than that set forth in Exhibit “B”, (iii) a greater number of Net Mineral Acres in any given Unit Lease than the number of Net Mineral Acres shown on Exhibit “A”, (collectively, such items shall be referred to as an “Additional Interest”).  At any point during the Due Diligence Period, Seller may notify Buyer in writing of any Additional Interest.





	
 
	
7.3
	
Notices - Any Title Defect notice pursuant to Section 7.1 or Additional Interest notice pursuant to Section 7.2 shall include appropriate documentation to substantiate the applicable position and the estimated value of the Title Defect or Additional Interest.  To be effective, Buyer’s Title Defect notice or Seller’s Additional Interest notice must be asserted in good faith, delivered in writing, and include (i) a description of the alleged Title Defect or Additional Interest as to the affected Unit Lease or Well, (ii) the Allocated Value of the affected Well or Unit Lease as well as the alleged amount of the Title Defect or Additional Interest being claimed in good faith, (iii) a brief description of the matter constituting the asserted Title Defect or Additional Interest and the basis for such Title Defect or Additional Interest, (iv) the computations for such Title Defect amount or Additional Interest amount, (v) to the extent then known by the claiming Party, the necessary curative for each Title Defect or documentation or evidence verifying such Additional Interest, and (vi) supporting documentation reasonably necessary  for the Party to whom such notice has been delivered (as well as any title attorney or examiner hired thereby) to verify the existence of such asserted Title Defect or Additional Interest.  If any such notice is not timely delivered, the claimant shall thereafter be deemed to have forever waived and shall have no right to assert such Title Defect or Additional Interest as the basis for an adjustment to the Base Purchase Price or make a Claim for any indemnity hereunder or pursuant to the Conveyances.





	
 
	
7.4
	
Adjustments to Base Purchase Price - Upon timely delivery of a notice pursuant to Section 7.1 or 7.2, either by Buyer or by Seller, Buyer and Seller shall meet on or before December 18, 2017 and use their reasonable commercial efforts to agree upon the validity of any claims for Title Defects or Additional Interests and the amount of any Base Purchase Price adjustment using the following criteria:





	
 
	
(a)
	
Liquidated Charges - If the adjustment is based upon a lien, encumbrance, or other charge upon a Well or Unit Lease which is liquidated in amount or which can be estimated with reasonable certainty, then the adjustment shall be the sum necessary to be paid to the obligee to remove the encumbrance from the affected Well or Unit Lease.




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(b)
	
Ownership Variance - If the adjustment is based upon Seller owning a lesser or greater net revenue interest with a corresponding proportionate lesser or greater working interest in a Well than that shown on Exhibit “B”, then the adjustment shall be proportionate to the amount allocated to the affected Unit Lease on Exhibit “C”.  If the adjustment is based upon a lesser or greater net revenue interest without a corresponding proportionate lesser or greater working interest in a Well than that shown on Exhibit “B”, then the Parties shall use their best efforts to agree upon a mutually acceptable Base Purchase Price adjustment based upon the Allocated Value for such Unit Lease as set forth on Exhibit “C”.  Likewise, if the adjustment is based upon Seller owning a lesser or greater number of Net Mineral Acres in a Unit Lease than that shown on Exhibit “A”, then the adjustment shall be proportionate to the amount allocated to the affected Unit Lease on Exhibit “C”. 





	
 
	
(c)
	
Valuation of Title Defects and Additional Interests - If the adjustment is for an item other than as set forth in (a) or (b) above, Buyer and Seller shall endeavor to mutually agree on the amount of the Base Purchase Price adjustment.  If the Parties cannot agree to the existence of a Title Defect or Additional Interests or the applicable adjustment, the matter shall be resolved in accordance with the dispute resolution provisions in Section 20.3.  Any such item shall be referred to as an “Open Defect”.  Notwithstanding any of the preceding provisions of this Article 7, all adjustments applicable to Title Defects or Additional Interests shall be made prior to Closing which Closing shall be extended until resolution of any disputes relating to the Title Defects or Additional Interests; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed fifteen percent (15%) of the Base Purchase Price, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets.





	

	
Notwithstanding anything to the contrary herein, the amount of any Base Purchase Price adjustment for any Title Defect shall be determined without duplication of any costs or losses included in any other adjustments for Title Defects hereunder, or for which Buyer otherwise receives a downward adjustment in the Base Purchase Price.  For all Title Defects and Additional Interests, subject to the proviso of Section 7.1, Seller shall (i) in the case of Title Defects, elect to either: (1) sell to Buyer the entire Well(s) or Unit Lease(s) affected by the Title Defect but reduce the Base Purchase Price by the agreed upon amount associated with such Title Defect, (2) exclude from this transaction any Well or Unit Lease affected by the Title Defect and reduce the Base Purchase Price for the entire Allocated Value of the Well(s) or Unit Lease(s) so excluded, or (3) if the Asset is 




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excluded from this transaction pursuant to clause (2) above and Seller cures the Title Defect to Buyer’s reasonable satisfaction prior to one hundred eighty (180) days after Closing, Buyer shall purchase the said excluded Asset for its Allocated Value as of the Effective Time; or (ii) in the case of an Additional Interest, sell to Buyer the entire Well(s) or Unit Lease(s) affected by the Additional Interest at the original Allocated Value set forth on either Exhibit “C” attributable to such Wells and/or Unit Leases increased by the agreed upon amount associated with such Additional Interest.





	
 
	
7.5
	
Deductible for Title, Environmental, or Casualty Defects - Notwithstanding the provisions set forth above, no individual Title Defect, Environmental Defect, or Casualty Defect shall result in an adjustment to the Base Purchase Price unless the aggregate net value of the sum (as a deductible and not a threshold) of (a) all Title Defects, (b) all Environmental Defects agreed to by the Parties, and (c) Casualty Defects are greater than one and one-half percent (1.5%) of the Base Purchase Price (the “Deductible Amount”).  In such event, the Base Purchase Price on the Closing shall be adjusted by the aggregate net value of the sum of (a) all Title Defects, (b) all Environmental Defects and (c) Casualty Defects, which collectively exceed the Deductible Amount.  





	
 
	
7.6
	
Termination Threshold for Defects - If, because of Title Defects, Environmental Defects, Open Defects and Casualty Defects, in the aggregate, the Base Purchase Price is to be adjusted downward by an amount exceeding fifteen percent (15%) of the Base Purchase Price (the “Termination Threshold”) either Party may, upon written notice to the other Party, cancel this Agreement.





	
 
	
7.7
	
Defect Adjustments – If, because of Title Defects, Environmental Defects, Open Defects or Casualty Defects there is an adjustment to the Base Purchase Price, to the extent possible, the amount agreed upon shall be taken from the Deposit and delivered to Buyer within three (3) Business Days of the end of the Due Diligence Period.  In the event such amount is insufficient, then, subject to the Termination Threshold, Seller shall pay the balance to Buyer within three (3) Business Days of the end of the Due Diligence Period. Any portion of the Deposit remaining after payment to Buyer as provided hereunder shall be delivered to Seller within two (2) Business Days after payment is made to Buyer.




ARTICLE 8


	
8.
	
ENVIRONMENTAL AND ENVIRONMENTAL INDEMNITY





	
 
	
8.1
	
Environmental Condition - Buyer shall give Seller notice (an “Environmental Notice”) of any fact or circumstance that (i) indicates a violation of a currently existing Environmental Law associated with a Well or Unit Lease and (ii) was not disclosed to Buyer by Seller prior to the execution of this Agreement (“Environmental Defect”).  For the purpose of this Agreement, an Environmental Defect shall mean a material deficiency which individually per Well or per Unit 




27



 


	
 
		
Lease exceeds Fifty Thousand and No/100 U.S. Dollars ($50,000.00); and complies with all of the following conditions precedent:





	
 
	
(a)
	
The Environmental Notice must be received by Seller as soon as reasonably practical after discovery of the Environmental Defect by Buyer, but in any event on or before December 15, 2017, and thereafter any such claim shall be deemed to have been waived;





	
 
	
(b)
	
The Environmental Notice must be based on credible and probative evidence substantiated in good faith by Buyer’s environmental experts (which may include internal employees or personnel of Buyer, its affiliates or third parties) that shows it is more likely than not that there exists an Environmental Defect;





	
 
	
(c)
	
The evidence referred to in Section 8.1(b) must be fully described, substantiated in good faith by Buyer’s environmental experts, and in the case of documentary evidence, enclosed;    





	
 
	
(d)
	
The Environmental Notice must reasonably describe the remediation and/or restoration required to remedy the Environmental Defect, or the potential damages claimed or likely to be claimed by a third party (the “Cleanup”), each as recommended or estimated in good faith by Buyer’s environmental experts; and





	
 
	
(e)
	
To the extent practicable, the Environmental Notice must state Buyer’s good faith estimate of the amount of potential Loss to be incurred by Buyer as a result of the Environmental Defect.  For purposes of this Agreement, the term “Loss” shall include any estimated Cleanup, costs, losses, expenses, liabilities (including civil fines), damages, demands, suits, sanctions, reasonable fees and expenses of attorneys, technical experts and expert witnesses.





	
 
	
(f)
	
Except as set forth in paragraph 16.4, if Buyer does not provide Seller with an Environmental Notice by December 15, 2017, Buyer shall be deemed to have accepted such Well(s) and Unit Lease(s) in their current condition and to have forever waived Buyer’s right to assert on Environmental Defect.





	
 
	
8.2
	
Remedy for Environmental Defects - If Buyer gives a valid Environmental Notice in accordance with Section 8.1, Seller may provide for one of the remedies in Section 8.2(a) with respect to the Environmental Defect that is subject to such Environmental Notice, but each such remedy, and the aggregate of all remedies, shall be limited in accordance with Section 7.5.





	
 
	
(a)
	
Remedy -  If Buyer delivers a valid Environmental Notice to Seller, Seller, at its election, shall have the option of (i) remediating the Environmental Defect and resolving the Losses arising from such Environmental Defect to the reasonable satisfaction of Buyer or the appropriate state and federal 




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agencies having jurisdiction, (ii) contesting the existence of an Environmental Defect or Buyer’s estimate of the amount of all Losses associated with the Environmental Defect pursuant to Section 8.2(c), (iii) paying Buyer’s good faith estimate of the amount of all Losses associated with the Environmental Defect in the form of a reduction to the Purchase Price (an “Environmental Adjustment”), or (iv) excluding the Well or Lease pursuant to Section 8.2(b).





	
 
	
(b)
	
Exclusion of Affected Well or Lease - At Seller’s option, an exclusion adjustment may be made in an amount equal to the Allocated Value of the Well or Unit Lease which is the subject of a valid Environmental Notice.  In such event Seller shall retain the Well or Unit Lease and the Base Purchase Price shall be reduced by the Allocated Value of such Well or Unit Lease, as applicable.





	
 
	
(c)
	
Contested Environmental Defects - If Seller contests the existence of any Environmental Defect or Buyer’s estimate of the Loss associated with such Environmental Defect, Seller shall notify Buyer no later than December 18, 2017 after Seller’s receipt of the Environmental Notice.  The notice shall state the basis for Seller’s contest of the Environmental Defect or the estimate of the Cleanup cost.  By no later than December 18, 2017, representatives of Seller and Buyer, knowledgeable in environmental matters, shall meet in person or otherwise, and, prior to Closing, either: (i) agree to reject the Environmental Defect, in which case Buyer shall waive the Environmental Defect, or (ii) agree on the validity of the Environmental Defect and the estimated Loss, in which case Seller shall have the options described in Section 8.2(a) (except the right to contest) and Section 8.2(b).  If Seller and Buyer cannot agree on either option (i) or (ii) in the preceding sentence, the Environmental Defect or the estimated Loss subject to the Environmental Notice shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3.  Notwithstanding any of the preceding provisions of this Section 8.2(c), all Environmental Adjustments shall be made prior to Closing, which Closing shall be extended until resolution of any disputes relating to the Environmental Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur with respect to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute unless Seller elects exclusion of the affected Assets.  IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT ONCE AN ENVIRONMENTAL DEFECT HAS BEEN REMEDIATED AND THE LOSSES RELATED TO SUCH ENVIRONMENTAL DEFECT HAVE BEEN RESOLVED OR AN ENVIRONMENTAL ADJUSTMENT HAS 




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BEEN MADE, BUYER SHALL ASSUME ANY AND ALL FUTURE ENVIRONMENTAL OBLIGATIONS ASSOCIATED WITH SUCH ASSET.





	
 
	
(d)
	
Implementing Cleanup -  If Seller elects to Cleanup an Environmental Defect pursuant to Section 8.2(a), Seller shall select the means and methods of effecting the Cleanup in accordance with applicable Environmental Laws, applicable industry standards, and any applicable agreement, provided, however, that Seller shall not be required to plug and abandon any currently unplugged wells if the cost thereof would be customary and normal site remediation costs assumed by Buyer in the transfer of the Assets hereunder, including without limitation, plugging and abandonment of Wells.  Seller’s responsibility for remediation under this Section 8.2 shall be limited to a standard appropriate for the use of an Asset for oil and gas activities and in accordance with all applicable laws.  





	
 
	
8.3
	
Acceptance of Environmental Condition - SUBJECT TO THE OTHER TERMS AND PROVISIONS SET FORTH IN THIS AGREEMENT, UPON CLOSING OR AFTER THE TIME PERIOD SET FORTH IN SECTION 16.4, AS APPLICABLE, BUYER AGREES TO ACCEPT THE ENVIRONMENTAL CONDITION OF THE ASSETS, INCLUDING, BUT NOT LIMITED TO, COSTS TO CLEAN UP OR REMEDIATE; AND SUBJECT TO THE OTHER TERMS AND PROVISIONS SET FORTH IN THIS AGREEMENT, BUYER HEREBY AGREES TO RELEASE SELLER FROM ANY AND ALL LIABILITY AND RESPONSIBILITY THEREFOR AND AGREES TO INDEMNIFY, DEFEND, AND HOLD SELLER HARMLESS FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, FINES, EXPENSES, COSTS, LOSSES, AND LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS) IN CONNECTION WITH THE ENVIRONMENTAL CONDITION OR BUYER’S FAILURE TO PROPERLY REMEDIATE THE CONDITION.  BUYER ACKNOWLEDGES AND AFFIRMS THAT THE ASSETS HAVE BEEN UTILIZED FOR THE PURPOSE OF EXPLORATION, PRODUCTION AND DEVELOPMENT OF OIL AND GAS, AND EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, AT CLOSING, THE ASSETS WILL BE ACQUIRED IN THEIR “AS IS, WHERE IS” ENVIRONMENTAL CONDITION.  BUYER HAS CONDUCTED AN INDEPENDENT INVESTIGATION OF THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE ASSETS, TO THE EXTENT BUYER DEEMS NECESSARY OR APPROPRIATE.





	
 
	
8.4
	
NORM - Buyer acknowledges that the Assets have been used for exploration, development and production of oil, gas and water and that there may be petroleum, produced water, wastes or other materials located on, under or associated with the Interests.  Equipment and sites included in the Assets may contain NORM.  NORM may affix or attach itself to the inside of wells, materials and equipment as scale, or in other forms; the wells, materials and equipment 




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located on or included in the Assets may contain NORM and other wastes or hazardous substances/materials; and NORM containing material and other wastes or hazardous substances/materials may have been buried, come in contact with the soil or otherwise been disposed of on or around the Assets.  Special procedures may be required for the remediation, removal, transportation or disposal of wastes, asbestos, hazardous substances/materials, including hydrogen sulfide gas and NORM from the Assets.  From and after the Closing, Buyer shall assume responsibility for the control, storage, handling, transporting and disposing of or discharge of all materials, substances and wastes from the Assets (including produced water, hydrogen sulfide gas, drilling fluids, NORM and other wastes), whether present before or after the Effective Time, in a safe and prudent manner and in accordance with all applicable Environmental Laws (as defined below).  





	
 
	
8.5
	
Environmental Indemnities - EXCEPT AS OTHERWISE SET FORTH IN THIS ARTICLE 8 AND SECTION 16.4, THIS SALE IS MADE ON AN “AS IS, WHERE IS” BASIS AND BUYER RELEASES SELLER FROM ANY LIABILITY WITH RESPECT TO THE ENVIRONMENTAL CONDITION OF THE ASSETS, WHETHER OR NOT CAUSED BY OR ATTRIBUTABLE TO SELLER’S NEGLIGENCE.  FROM AND AFTER CLOSING, SUBJECT TO THE OTHER TERMS AND PROVISIONS SET FORTH IN THIS AGREEMENT, BUYER SHALL BE LIABLE TO SELLER FOR AND SHALL, IN ADDITION, INDEMNIFY, DEFEND, RELEASE AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, IN FAVOR OF ANY THIRD PARTY OR ENTITY FOR INJURY, ILLNESS OR DEATH OF ANY PERSON(S) OR FOR DAMAGE, LOSS, POLLUTION OR CONTAMINATION OF ANY REAL OR PERSONAL PROPERTY, GROUNDWATER OR THE ENVIRONMENT ATTRIBUTABLE TO THE ENVIRONMENTAL CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING UNDER ENVIRONMENTAL LAWS OR, FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OWNERSHIP, OPERATION, CONDITION (WHETHER LATENT OR PATENT), MAINTENANCE OR ABANDONMENT OF ANY OF THE ASSETS AND WHETHER ARISING FROM OR CONTRIBUTED TO BY THE ACTIVE, PASSIVE, JOINT, SOLE OR CONCURRENT NEGLIGENCE, OR STRICT LIABILITY OF SELLER, OR SELLER’S CONTRACTORS OR SUBCONTRACTORS OR THE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES OF SELLER’S CONTRACTORS OR SUBCONTRACTORS, INCLUDING ANY STRICT LIABILITY UNDER ENVIRONMENTAL LAWS, REGARDLESS OF WHETHER ANY SUCH CLAIMS RESULT FROM ANY CONDITIONS, EVENTS, ACTIONS OR INACTIONS ARISING, OCCURRING OR ACCRUING PRIOR TO, ON OR AFTER THE EFFECTIVE TIME.  Buyer and Seller shall treat all information regarding any environmental conditions as confidential and shall not make any contact with any Governmental Authority or third party regarding same without the prior express written consent from the other Party unless such contact is required by applicable law, rule, regulation or court order.




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ARTICLE 9


	
9.
	
THIRD-PARTY CONSENTS AND PREFERENTIAL PURCHASE RIGHTS





	
 
	
9.1
	
Third Party Notices - Seller shall (i) request, from the appropriate parties (and in accordance with the Contract(s) and/or Material Contracts creating such rights and/or requirements), any consent or approval of any third party, person or Governmental Authority (“Consents”), and (ii) send notices to all persons or parties to whom such notices may be required for all options, rights of first refusal, or similar preferential purchase rights burdening any Asset(s) (each a “Preferential Purchase Right”), in compliance with the terms of the Contract(s) providing for or creating such Preferential Purchase Rights against the applicable Asset(s).  Seller agrees to use all commercially reasonable efforts, but without obligation to incur any unreasonable cost or expense, to obtain waivers of, or to comply with, any such Preferential Purchase Right prior to Closing.





	
 
	
9.2
	
Third-Party Exercise - If a third-party exercises a Preferential Purchase Right on any Asset(s), the affected Asset(s) shall be removed from this Agreement and the Base Purchase Price shall be adjusted by the dollar amount allocated to the affected Asset(s) as set forth on Exhibits “C”.





	
 
	
9.3
	
Third-Party Failure to Purchase - If a third-party exercises a Preferential Purchase Right for any Asset(s), but fails to close the purchase for any reason within sixty (60) days after Closing (or such longer period as may be provided for under the applicable Contract(s) creating such Preferential Purchase Right), Seller shall give written notice to Buyer of such failure to close, and Buyer shall purchase such Asset(s) for the Allocated Value therefor as set forth on Exhibits “C” and on the terms and conditions set forth in this Agreement (including the Effective Time as set forth in this Agreement).




ARTICLE 10


	
10.
	
CONDITIONS TO CLOSING; Settlement Statement; CLOSING





	
 
	
10.1
	
Seller’s Conditions to Closing - The obligations of Seller at the Closing are subject to the satisfaction at or prior to the Closing, or waiver in writing by Seller, of the following conditions:





	
 
	
(a)
	
All representations and warranties of Buyer contained in this Agreement, to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of the Closing Date (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date); and Buyer shall have performed and satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing.




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(b)
	
On the Closing Date, no injunction, order or award enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by a Governmental Authority and remain in force.





	
 
	
(c)
	
All material consents and approvals required of Governmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, except consents and approvals of assignments by Governmental Authorities that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted; provided that Seller shall not be responsible for any repair or remediation costs to any wells set forth on Schedule 5.19 that fail to pass a mechanical integrity test or other inspection by the Oklahoma Corporation Commission.





	
 
	
(d)
	
Buyer shall have provided Seller evidence satisfactory to Seller that Buyer, as of Closing (i) is qualified to do business and to own and operate the Assets in all jurisdictions in which the Assets are located and (ii) has posted all bonds and obtained all insurance required by any Governmental Authority or other body to own and operate the Assets or by any applicable operating agreement.  





	
 
	
(e)
	
The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Environmental Defects, Open Defects and Casualty Defects shall not have exceeded the Termination Threshold. 





	
 
	
(f)
	
Buyer shall have performed its obligations set forth in Section 10.5.





	
 
	
(g)
	
Seller shall have executed the Closing Settlement Statement defined under Section 10.3.





	
 
	
10.2
	
Buyer’s Conditions to Closing - The obligations of Buyer at the Closing are subject to the satisfaction at or prior to the Closing, or waiver in writing by Buyer, of the following conditions:





	
 
	
(a)
	
All representations and warranties of Seller contained in this Agreement, to the extent qualified with respect to materiality, shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in each case as if such representations and warranties were made at and as of the Closing Date (except to the extent such representations and warranties are made as of a specified date, in which case such representations and warranties shall be true and correct as of the specified date), and Seller shall have performed and satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior to the Closing.




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(b)
	
On the Closing Date, no injunction, order or award enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement shall have been issued by a Governmental Authority and remain in force.





	
 
	
(c)
	
All material consents and approvals required of Governmental Authorities in order to sell and transfer the Assets to Buyer and otherwise close and consummate the transaction contemplated herein, except consents and approvals of assignments by Governmental Authorities that are customarily obtained after Closing, shall have been received or waived in writing, or the necessary waiting period shall have expired, or early termination of the waiting period shall have been granted; provided that Seller shall not be responsible for any repair or remediation costs to any wells set forth on Schedule 5.19 that fail to pass a mechanical integrity test or other inspection by the Oklahoma Corporation Commission.  





	
 
	
(d)
	
The aggregate adjustments to the Base Purchase Price attributable to Title Defects, Environmental Defects, Open Defects and Casualty Defects shall not have exceeded the Termination Threshold. 





	
 
	
(e)
	
Seller shall have performed its obligations set forth in Section 10.5.





	
 
	
(f)
	
Buyer shall have executed the Closing Settlement Statement defined under Section 10.3.





	
 
	
10.3
	
Closing Settlement Statement - By November 27, 2017 Seller shall provide Buyer with a closing settlement statement covering the adjustments (including the Deposit), without duplication, to the Base Purchase Price to be made at Closing under this Agreement (the “Closing Settlement Statement”).  To the extent available, actual numbers shall be used.  If not available, Seller shall use reasonable and good faith estimates of the same, which estimates shall be adjusted to take into account actual numbers in connection with the Final Settlement Statement described in Section 11.3 below.  In preparing the Closing Settlement Statement, Seller shall have no obligation to make an accrual for revenues not received as of Closing.





	
 
	
10.4
	
Closing Date and Place - The closing of the transaction contemplated by this Agreement shall be held on the first Business Day after the satisfaction or waiver of the latest to occur of the conditions set forth in Sections 10.1 and 10.2 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to their satisfaction) (the “Closing Date”), which the Parties intend to occur on November 30, 2017, at the office of Seller at 2431 E. 61st Street, Suite 850, Tulsa, Oklahoma 74114 or at such other time and place as the Parties mutually agree (the “Closing”).





	
 
	
10.5
	
Closing Activities - The following actions shall take place at Closing:




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10.5.1
	
Certificates - Each Party shall deliver to the other Party a certificate in a form reasonably satisfactory to the other Party, dated as of the Closing, and executed by a duly authorized officer, partner, attorney-in-fact or owner, as appropriate, of such Party, certifying that the conditions to Closing as set forth in Sections 10.1(a) or 10.2(a), as the case may be, have been met. 





	
 
	
10.5.2
	
Conveyances - Seller and Buyer shall execute, acknowledge and deliver two (2) counterpart copies of each of the Conveyances (substantially in the form set forth as Exhibit “D” attached hereto) to be filed in each respective County where the Assets are located, assigning and conveying the Assets to Buyer, as well as the requisite number of applicable governmental assignment forms.





	
 
	
10.5.3
	
Payment - Buyer shall deliver to an account designated in writing by Seller by wire transfer of same day funds the amount as set forth on the Closing Settlement Statement.





	
 
	
10.5.4
	
Additional Documents – Buyer shall (i) furnish to Seller such evidence (including evidence of satisfaction of all applicable bonding or insurance requirements) as Seller may require demonstrating that Buyer’s designated affiliate is qualified with the applicable Governmental Authorities  or pursuant to any operating agreement to succeed Seller as the owners and, where applicable, the operator of the Assets, (ii) with respect to Assets operated by Seller where Buyer’s designated affiliate is to succeed Seller as operator, have such designated affiliate execute and deliver to Seller appropriate evidence reflecting change of operator as required by applicable Governmental Authorities, and (iii) execute and deliver to Seller such forms as Seller may reasonably request for filing with applicable Governmental Authorities to reflect Buyer’s designated affiliate’s assumption of plugging and abandonment liabilities with respect to all of the Assets.  





	
 
	
10.5.5
	
Possession – Seller shall (subject to the terms of any applicable operating agreements and to the other provisions hereof) deliver to Buyer possession of the Assets to be conveyed at the Closing.





	
 
	
10.5.6
	
Letters-in-Lieu - Seller shall prepare and Seller and Buyer shall execute and deliver to Buyer the Letters-in-Lieu of Transfer Orders provided for in Section 13.3.





	
 
	
10.5.7
	
Release of Mortgages, Deeds of Trusts, Liens, Encumbrances and Financing Statements - Seller shall deliver to Buyer duly executed releases of any mortgages, deeds of trust, liens, encumbrances and financing statements, if any, placed by Seller upon and encumbering Seller’s interest in the Assets, other than Permitted Encumbrances.




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ARTICLE 11


	
11.
	
POST-CLOSING OBLIGATIONS




Seller and Buyer agree to the following post-Closing obligations:


	
 
	
11.1
	
Recordation and Filing of Documents - After the Closing, Buyer shall file or record the Conveyances in the appropriate county and governmental records.  Buyer shall provide a copy of same, including recording date, to Seller, all at the sole cost of Buyer.





	
 
	
11.2
	
Records - Within ten (10) Business Days after the Closing, Seller shall furnish Buyer the Records.  All costs associated with delivering or copying the Records shall be borne solely by Buyer.  Insofar as Seller reasonably believes the Records may be needed or useful in connection with federal, tribal, state or local regulatory or tax matters or resolution of disputes, litigation, or contract compliance issues, Buyer (for a period of seven (7) years after the Closing) shall further make available to Seller or its affiliates (at the location of such Records in Buyer’s organization) access to the Records during normal business hours, upon not less than two (2)  Business Days prior written request by Seller, and Seller shall have the right to copy at its own expense and retain such copies of the Records as Seller, in good faith, believes may be useful or needed in connection with the above-described matters.  If, however, Buyer elects to destroy any of the Records prior to the expiration of the seven (7) year period, Buyer shall give to Seller written notice of such intent at least thirty (30) days prior to such destruction and Seller shall have the option, at its expense, of having such Records delivered to it.





	
 
	
11.3
	
Final Settlement Statement - Seller shall issue a final settlement statement covering all adjustments, without duplication, to the Base Purchase Price that were not included in the Closing Settlement Statement (the “Final Settlement Statement”) within one hundred twenty (120) days after Closing.  Buyer shall respond with objections and proposed corrections within thirty (30) days of the issuance of the Final Settlement Statement.  If Buyer does not respond with objections and the support therefor to the Final Settlement Statement in writing within thirty (30) days of the issuance of the Final Settlement Statement, said Statement shall be deemed approved by Buyer.  In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following Seller’s receipt of Buyer’s objections and attempt to resolve the disputed items.  If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3.  After approval by both Parties (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Final Settlement Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent to the Buyer or Seller, as the case may be.  Buyer or Seller, as the case may be, agrees to promptly pay any such invoice within ten (10) days after their receipt thereof.  




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11.4
	
Cooperation with Seller’s Retained Assets  - Buyer agrees to use reasonable efforts to cooperate in connection with Seller’s removal of all personal property associated with the Retained Assets (to the extent applicable), including, but not limited to, the equipment and personal property identified on Schedule 2.8 (if any).  Seller shall remove such retained personal property within one hundred twenty (120) days after Closing.





	
 
	
11.5
	
Suspense Accounts - As set forth and itemized on Schedule 11.5 attached hereto, Seller currently maintains suspense accounts pertaining to oil and gas heretofore produced comprising monies payable to royalty owners, mineral owners and other persons with an interest in production associated with the Assets that Seller has been unable to pay (the “Suspense Accounts”).  As identified in the Closing Settlement Statement, a downward adjustment to the Base Purchase Price will be made at Closing to reflect the Suspense Accounts as of the Closing Date and the Suspense Accounts shall be further adjusted, if necessary, in the Final Settlement Statement.  Subject to the other provisions hereof, Buyer shall assume full and complete responsibility and liability for proper payment of the funds comprising the Suspense Accounts as set forth on the “Final Suspense Account Statement,” which shall be provided by Seller to Buyer with the Final Settlement Statement required in Section 11.3, (including any liability under any unclaimed property law or escheat statute).  Buyer agrees to indemnify, defend and hold Seller, its parent, subsidiary and affiliated entities, together with their respective officers, directors, employees, agents and their respective successors and assigns, harmless from and against any and all liabilities, claims, demands, penalties and expenses (including reasonable attorneys’ fees) arising out of or pertaining to the proper payment and administration of the Suspense Accounts in accordance with the Final Suspense Account Statement, limited, however to the total amount of the Suspense Accounts.





	
 
	
11.6
	
Further Assurances - Buyer and Seller further agree that each shall, from time to time and upon reasonable request, use reasonable efforts to execute, acknowledge, and deliver in proper form, any instrument of conveyance, assignment, transfer, or other instruments reasonably necessary for transferring title in the Assets to Buyer or otherwise to implement the transactions contemplated herein.





	
 
	
11.7
	
Escrow Account - Buyer and Seller agree to comply with the Escrow Agreement.




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ARTICLE 12


	
12.
	
TAXES





	
 
	
12.1
	
Property Taxes - All ad valorem taxes, property taxes, and similar obligations (“Property Taxes”) applicable to the Assets with respect to the 2017 tax period in which the Effective Time occurs (the “Current Tax Period”) shall be apportioned between Seller and Buyer as of the Effective Time based on the Current Tax Period’s assessment.  The apportionment method shall be an allocation based on the number of days the Assets were owned.  The amount apportioned to the Seller shall be the number of days the Assets were owned from January 1, 2017 to the day prior to the Effective Time.  The amount apportioned to the Buyer shall be the number of days the Assets were owned from the Effective Time to December 31, 2017.  Seller shall reimburse Buyer for Seller’s portion of the Current Tax Period at Closing or in connection with any post-closing settlement provided for herein.  Buyer shall pay, and defend and hold Seller harmless, with respect to payment of all Property Taxes on the Assets for the Current Tax Period and thereafter, regardless of the taxing agency’s basis for calculating such taxes, together with any interest or penalties assessed thereon.  If Seller pays the Property Taxes assessed for the Current Tax Period, Buyer agrees to reimburse Seller for Buyer’s portion of said taxes at Closing or in connection with any post-closing settlement provided for herein.  





	
 
	
12.2
	
Production Taxes - All taxes (other than Property Taxes, income, franchise, or similar taxes) imposed on or with respect to the production of oil, natural gas, or other hydrocarbons or minerals, or the receipt of proceeds therefrom (including, but not limited to, severance, production and excise taxes) shall be apportioned between the Parties based upon the respective shares of production taken by the Parties and the price paid for such production.  Payment or withholding of all such taxes that have accrued prior to the Effective Time and filing of all statements, returns and documents pertinent thereto shall be the responsibility of Seller.  Payment or withholding of all such taxes that have accrued from and after the Effective Time and the filing of all statements, returns and documents incident thereto shall be the responsibility of Buyer.  In the event any such taxes attributable to the Assets and to periods on or after the Effective Time become due and payable prior to Closing, Seller shall timely pay and satisfy the same and appropriate adjustments therefor shall be made to the Base Purchase Price under Section 3.3 above. 





	
 
	
12.3
	
Other Taxes - As may be required by relevant taxing agencies, Seller shall collect and Buyer shall pay at Closing all applicable state and local sales tax, use tax, gross receipts tax, business license tax, and other taxes attributable to the consummation of the transactions under this Agreement except taxes imposed by reason of income to (or capital of) Seller.  The tax collected shall be based upon the Allocated Values as provided in Section 3.4 and reflected on Exhibit “C” and shall be added to the Base Purchase Price at Closing.  Any state or local tax specified above, inclusive of any penalty and interest, assessed at a future date 




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against Seller with respect to the transaction covered herein shall be paid by Buyer or, if paid by Seller, Buyer shall promptly reimburse Seller therefor.  Any documentary stamp tax which may be due shall be paid by Buyer.




ARTICLE 13


	
13.
	
OWNERSHIP OF ASSETS





	
 
	
13.1
	
Distribution of Production - All oil in storage above the pipeline connection or gas beyond the meters at the Effective Time shall be credited to Seller, less applicable royalties and severance taxes.  As part of the Closing Settlement Statement, the price for such oil in storage shall be at the price that Seller has contracted to sell the oil at the Effective Time.  If there is no such price, the price shall be the average price based on the lease operating statements provided to Buyer which is posting less $3.70.  Subject to the occurrence of the Closing, title to the oil in storage for both Seller-operated and Seller non-operated Assets shall pass to Buyer as of the Effective Time, and an upward adjustment shall be made to the Base Purchase Price due at Closing, less applicable royalties and severance taxes.





	
 
	
13.2
	
Proration of Income and Expenses - Except as otherwise provided in this Agreement, all proceeds (including proceeds held in suspense or escrow), receipts, credits, and income attributable to the Assets for all periods of time prior to the Effective Time shall belong to Seller, and all proceeds, receipts, credits, and income attributable to the Assets for all periods of time from and after the Effective Time shall belong to Buyer.  Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Assets for periods of time prior to the Effective Time shall be the obligation of Seller, and Seller shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same.  Except as otherwise provided in this Agreement, all costs, expenses, disbursements and obligations attributable to the Assets for periods of time from and after the Effective Time shall be the obligation of Buyer, and Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same.  





	
 
	
13.3
	
Notice to Remitters of Proceeds - Buyer shall be responsible for informing all purchasers of production or other remitters to pay Buyer and obtain from the remitter revenues accrued after the Effective Time.  The remitter shall be informed by Seller and Buyer via Letters-in-Lieu of Transfer Order or such other reasonable documents which remitter may require.





	
 
	
13.4
	
Production Imbalances - Set forth on Schedule 13.4 is a listing of all gas imbalance volumes derived from the most recent imbalance statement from the Operator of each Well where a known imbalance exists measured in MCFs and the aggregate net volume of overproduction or underproduction, as applicable, with respect to the Assets (the “Represented Imbalance”).  As part of the Final 




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Settlement Statement, the Base Purchase Price shall be adjusted, upward or downward as appropriate, to reflect the value of the difference between the aggregate net volume of overproduction or underproduction associated with the Assets set forth on Schedule 13.4 and the aggregate net volume of overproduction or underproduction associated with the Assets as of the Effective Time (the “Assumed Imbalances”).  The value of said difference between the aggregate net volume (less royalties) of overproduction or underproduction, as applicable, shall be the product obtained by multiplying $3.00 by the volume of such difference in MCFs.  Buyer shall be solely responsible for any liability and solely entitled to any benefit from such production imbalances relating to the Assets, whether occurring on, before or after the Effective Time.





	
 
	
13.5
	
Pipeline and Other Non-Wellhead Imbalances - To the extent there exists any imbalances attributable to Hydrocarbons produced from the Assets as of the Effective Time with respect to any gas pipeline, storage or processing facility (the “Pipeline Imbalances”), at Closing the Base Purchase Price shall be adjusted upward or downward, as appropriate, to reflect the value of said Pipeline Imbalance.  The value of said Pipeline Imbalance shall be calculated by summing the product(s) obtained by multiplying the volume of each net over-position or under-position, as the case may be, measured in the same manner as it is measured by the pipeline, storage or processing facility, as applicable, by the value at which the Pipeline Imbalance was either cashed out, made up or sold, or if otherwise undeterminable then using existing fair market value of, or price for, said Hydrocarbons.  Buyer shall be solely responsible for any liability and solely entitled to any benefit from such pipeline imbalances relating to the Assets from and after the Effective Time; provided, that Buyer shall not be liable for any penalties or surcharges payable to the pipeline transport for periods prior to the Effective Time.  If the Pipeline Imbalance cannot be determined by Closing or if the pipeline storage or processing facility makes any adjustments attributable to any period prior to the Effective Time after Closing but before the Final Settlement Statement, then the value adjustment associated with any imbalance will be made in connection with the Final Settlement Statement.




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ARTICLE 14


	
14.
	
INTERIM OPERATIONS





	
 
	
14.1
	
Standard of Care  -  - During the period from the Execution Date to Closing, Seller shall (i) except for emergency action taken in the face of risk to life, property or the environment, not, without the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed) approve or authorize any AFEs or capital expenditures over Twenty Five Thousand and No/100 U.S. Dollars ($25,000.00) net to the interest of Seller which is received by Seller with respect to any Assets, incur costs for discretionary expenditures for operations in excess of Twenty Five Thousand and No/100 U.S. Dollars ($25,000.00) net to the interest of Seller for which AFEs are not prepared; (ii) not transfer, sell, hypothecate, encumber, abandon or otherwise dispose of any portion of the Assets (other than the replacement or disposition of Equipment or the sale of Hydrocarbons, in each case, in the ordinary course of business or as required in connection with the exercise by third-parties of Preferential Purchase Rights) any of the Assets; (iii) assist the Buyer (without incurring any third party expenses) in preserving the present relationships related to the Assets with Persons having significant business relations therewith, such as suppliers, customers, brokers, agents or otherwise; and (iv) not waive, compromise or settle any material right or claim if such waiver, compromise or settlement would adversely affect the use, ownership or operation of any of the Assets in any material respect.





	
 
	
14.2
	
Liability of Operator - Notwithstanding Section 14.1, Seller shall not be liable to Buyer for any claims, demands, causes of action, damages, or liabilities arising out of Seller’s operation of the Assets after the Effective Time, insofar as Seller continues to operate and maintain the Assets in accordance with the terms of this Agreement (including, without limitation, Section 14.1 above), and insofar as no such Claims, demands, causes of action, damages, or liabilities relating to such interim operation are attributable to the gross negligence or willful misconduct of Seller.





	
 
	
14.3
	
Removal of Signs - Buyer shall promptly, but no later than required by applicable rules and regulations or thirty (30) days thereafter, whichever is earlier, remove any signs and references to Seller and shall erect or install all signs complying with any applicable governmental rules and regulations, including, but not limited to, those showing the Buyer’s designated affiliate as operator of the Assets.





	
 
	
14.4
	
Third-Party Notifications - Buyer shall make all notifications to all Governmental Authorities, “one call services” and similar groups associated with the operation of the Assets within ten (10) days of Closing.  A copy of all such notifications shall be provided to Seller pursuant to the notice provisions contained in Article 18 hereof.





	
 
	
14.5
	
Seller Credit Obligations - The Parties understand that none of the bonds, letters of credit, guarantees and insurance, if any, posted or owned by Seller with any 




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Governmental Authority or third party and relating to the Assets (“Seller Credit Obligations”) are to be transferred to Buyer.  On or before the Closing Date, Buyer shall obtain, or cause to be obtained in the name of Buyer, replacements for such Seller Credit Obligations.  If any such Seller Credit Obligation remains outstanding as of the Closing Date, Buyer shall indemnify each member of the Seller Group and hold them harmless against any Losses that the Seller Group may incur under any such Seller Credit Obligations from and after the Effective Date.





	
 
	
14.6
	
Employment Matters - From and after the Execution Date, Seller will assist Buyer in Buyer’s efforts to hire certain of Seller’s field level employees whose duties relate to the operation of Assets to effectuate a smooth transition of the operation of the Assets by Buyer.  Within ten (10) Business Days from the Execution Date, Seller will provide Buyer with a list (the “Available Employees List”) of the field level employees of Seller and its affiliates (the “Available Employees”), who, subject to the occurrence of the Closing, will be available for employment with Buyer, which list will include name, job title and start date. Buyer shall provide offers of employment to the Available Employees on the Available Employees List that Buyer desires to hire, with each offer stipulating the date for commencement of work (the “Hire Date”).  Buyer shall provide Seller with notice of the names of those Available Employees to whom Buyer has made employment offers contemporaneously with the making of such offers.  The Available Employees that Buyer hires as of the Hire Date are referred to as the “New Employees.”  Any offers made by Buyer to any Available Employee shall be contingent upon the occurrence of the Closing. If the Closing does not occur, all such offers shall automatically terminate, and Buyer will not, unless acting in accordance with Seller’s prior written consent, solicit, encourage or otherwise induce any such employee to leave the employment of Seller or become an employee of Buyer. Furthermore, no Available Employee shall become a New Employee unless he or she (a) accepts Buyer’s offer of employment under the terms provided in Buyer’s offer, (b) passes any required pre-employment screening required by Buyer and (c) on the Hire Date, is actively at work.  Nothing in this Agreement shall require or be construed or interpreted as requiring Buyer to offer employment to any employee of Seller or to continue the employment of any employee of Seller (including any New Employees) following their respective Hire Date, or to prevent Buyer from changing the terms and conditions of employment (including compensation and benefits) of any of its employees (including any New Employees) following their respective Hire Dates.  Prior to the Hire Date, of an Available Employee, Seller shall have the right to control and direct such Available Employee as to the performance of duties and as to the means by which such duties are performed, including the right to terminate the employment of any Available Employee.  Seller shall inform Buyer of all employment, benefit, workplace and performance matters relating to Available Employees prior to the Available Employees’ respective Hire Dates that, in the reasonable judgment of Seller’s management, could have a material impact on Buyer prior to taking any actions or making any decisions with respect to such matters, subject to applicable law.  Notwithstanding any other provisions of this 




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Agreement, the provisions of this Section 14.6 are not intended to and shall not create or confer any third-party beneficiary rights respecting any Available Employee or New Employee.





	
 
	
14.7
	
Notification of Breaches - If after the Execution Date Buyer or any affiliate of Buyer obtains knowledge of any fact, circumstance or matter which could result in any representation or warranty of Seller in Article 5 being breached, Buyer will promptly furnish Seller written notice thereof.




ARTICLE 15


	
15.
	
EXCHANGE PROVISION




Each Seller and Buyer, respectively, shall have the right, prior to Closing, to elect to effect a tax-deferred exchange under Internal Revenue Code Section 1031 (a “Tax Deferred Exchange”) for the Assets at any time prior to Closing.  If such Party elects to effect a Tax-Deferred Exchange, the other Party agrees to execute escrow instructions, documents, agreements or instruments to effect the exchange; provided, however, that the other Party shall incur no additional costs, expenses, fees or liabilities as a result of or connected with the exchange.  Each Seller and Buyer, as the case may be, may assign any of its rights and delegate performance of any of its duties under this Agreement in whole or in part to a third party in order to effect such an exchange; provided, however, that each such Seller and/or Buyer shall remain responsible to the other Party for the full and prompt performance of its respective delegated duties.  The electing Party shall indemnify and hold the other Party and its affiliates harmless from and against all claims, expenses (including reasonable attorneys’ fees), loss and liability resulting from its participation in any exchange undertaken pursuant to this Article 15 pursuant to the request of the electing Party.  

ARTICLE 16


	
16.
	
ASSUMPTION OF LIABILITY AND GENERAL INDEMNIFICATION





	
 
	
16.1
	
Buyer’s Assumption of Obligations 





	
 
	
16.1.1
	
Subject to the Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.4, and unless expressly provided for otherwise hereunder, Buyer hereby assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all of the obligations and liabilities of the Seller, known or unknown, with respect to the Assets, insofar as the same arise on or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, together with, following the expiration of Seller’s indemnity obligations as set forth in Section 16.4, any and all duties and obligations or claims which would fall under Sections 16.4(i) through (vii), inclusive, whether arising before, on or after the Effective Time REGARDLESS OF WHETHER ANY OF SUCH OBLIGATIONS, LIABILITIES OR CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE 




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OR IN PART, TO THE STRICT LIABILITY OR NEGLIGENCE OF SELLER GROUP, BUYER OR THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT, CONCURRENT OR SOLE (collectively, the “Assumed Obligations”).  The Assumed Obligations include, without limitation, the payment and/or performance of all taxes, leasehold and equipment rentals and release payments, royalties, excess royalties, in-lieu royalties, overriding royalty interests, production payments, net profit obligations, carried working interests and any other matters with which the Assets may be burdened, insofar as the same are attributable to the periods before, on or after the Effective Time.  Subject to the Seller’s indemnification provisions of Section 16.4:





	
 
	
(i)
	
THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ALL COSTS AND EXPENSES INCURRED FROM AND AFTER THE EFFECTIVE TIME AND ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL WELLS, DECOMMISSIONING OF ALL FACILITIES AND PLATFORMS, AND CLEARING AND RESTORATION OF ALL SITES, IN EACH CASE INCLUDED IN, OR ASSOCIATED WITH, THE ASSETS, AND BUYER MAY NOT CLAIM THE FACT THAT PLUGGING AND ABANDONMENT, DECOMMISSIONING, SITE CLEARANCE OR RESTORATION OPERATIONS ARE NOT COMPLETE OR THAT ADDITIONAL COSTS AND EXPENSES ARE REQUIRED TO COMPLETE ANY SUCH OPERATIONS AS A BREACH OF SELLER’S REPRESENTATIONS OR WARRANTIES MADE HEREUNDER OR THE BASIS FOR ANY OTHER REDRESS AGAINST SELLER.  





	
 
	
(ii)
	
SUBJECT TO ARTICLE 8 AND SECTION 16.4, THE ASSUMED OBLIGATIONS SHALL INCLUDE, AND BUYER, FROM AND AFTER THE CLOSING OR THE TIME PERIOD SET FORTH IN SECTION 16.4, AS APPLICABLE, ACCEPTS SOLE RESPONSIBILITY FOR AND AGREES TO PAY, ANY AND ALL COSTS AND EXPENSES ARISING OUT OF ENVIRONMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ANY COMPLIANCE OR NON-COMPLIANCE THEREWITH, ANY ADVERSE ENVIRONMENTAL CONDITIONS, AND THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES OR POLLUTANTS INTO THE ENVIRONMENT), KNOWN OR UNKNOWN, WITH RESPECT TO THE ASSETS, REGARDLESS OF WHETHER SUCH OBLIGATIONS OR 




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LIABILITIES AROSE PRIOR TO, ON, OR AFTER THE EFFECTIVE TIME.  BUYER EXPRESSLY AGREES TO ASSUME THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING, WITHOUT LIMITATION, NORM, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR OTHER POLLUTANTS.





	
 
	
16.1.2
	
Buyer covenants and agrees that it shall not attempt to avoid the effect of the indemnification made by it above by later arguing that at the time of the indemnification it did not fully appreciate the extent of any such claims.  





	
 
	
16.2
	
Definitions - For purposes of this Article 16 and all other provisions of this Agreement which contain an indemnification provision, the term “Buyer Group” shall be deemed to include Buyer and its affiliates, all successors, heirs and assigns of Buyer and its affiliates, and the officers, directors, shareholders, employees, representatives, co-owners, contractors, subcontractors, or agents of any of the foregoing.  For purposes of this Article 16 and all other provisions of this Agreement which contain an indemnification provision, the term “Seller Group” shall be deemed to include Seller, its direct parent, and all subsidiaries thereof, all successors, heirs and assigns of any of the foregoing, and each of their respective officers, directors, shareholders, employees, representatives, co-owners, contractors, subcontractors, or agents of any of the foregoing.  





	
 
	
16.3
	
Buyer’s General Indemnity - Buyer shall, upon Closing, defend, indemnify, release and hold Seller Group harmless from and against any and all Claims in favor of any person arising from or relating to:





	
 
	
(i)
	
Buyer’s breach of any of its representations and warranties in this Agreement; 





	
 
	
(ii)
	
Buyer’s breach of any of its covenants in and under this Agreement; and





	
 
	
(iii)
	
the Assumed Obligations.





	
 
	
16.4
	
Seller’s General Indemnity - Seller shall, upon Closing, defend, indemnify, release and hold Buyer Group harmless from and against any and all Claims in favor of any person arising from or related to:





	
 
	
(i)
	
Seller’s breach of any of its representations and warranties in this Agreement, excluding, any Claims relating to (i) title or (ii) environmental matters which have been remedied pursuant to ARTICLE 8; 





	
 
	
(ii)
	
Seller’s breach of any of its covenants in and under this Agreement; 




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(iii)
	
except as otherwise provided in this Agreement, any and all duties and obligations of Seller, express or implied with respect to the Assets, or the use, ownership, operation or disposition of the Assets arising before (or otherwise attributable to periods, or to actions, occurrences or operations conducted prior to) the Effective Time under any theory of liability, including, without limitation, by virtue of the Leases, Easements, Contracts and/or any permit, applicable statute, rule, regulation or order of any Governmental Authority; 





	
 
	
(iv)
	
subject to the provisions of Article 8, any Claims for damage to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising before the Effective Time; 





	
 
	
(v)
	
except as otherwise provided in this Agreement, any other Claims arising directly or indirectly from, or incident to, the use, occupation, operation (including, but not limited to, royalty and accounting Claims) or maintenance of any of the Assets, and arising or accruing prior to the Effective Time; 





	
 
	
(vi)
	
the failure of Seller to properly pay when due all taxes, royalties, overriding royalties, production payments, working interest payments, relating to the Assets and attributable to periods prior to the Effective Time, other than amounts included in Suspense Accounts; and





	
 
	
(vii)
	
claims related to an environmental matter arising prior to the Effective Date not known by Buyer prior to the end of the Due Diligence Period.




REGARDLESS OF WHETHER ANY OF SUCH CLAIMS MAY BE ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE STRICT LIABILITY OR negligence of BUYER GROUP, SELLER or third parties, whether such negligence is active or passive, joint, concurrent or sole; provided, however, that seller’s obligation to indemnify buyer pursuant to SECTIONS 16.4(i) THROUGH (vii) above shall apply only for a period of SIX (6) MONTHS following the closing date, AND tHEREAFTER, BUYER SHALL, PURSUANT TO SECTIONs 16.1 and 16.3, ASSUME RESPONSIBILITY FOR, AND SHALL ALSO AGREE TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS ARISING IN FAVOR OF ANY PERSON FOR PERSONAL INJURY, ILLNESS, BODILY INJURY, DEATH, DAMAGE TO PROPERTY OR FOR ANY OTHER CLAIMS 

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ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OPERATION OR MAINTENANCE OF ANY OF THE ASSETS OR ANY OTHER CLAIMS WHICH WOULD OTHERWISE BE SUBJECT TO SELLER’S GENERAL INDEMNITY UNDER SECTIONS 16.4(i) THROUGH (vii).


	
 
	
16.5
	
Limitation on Indemnification - Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to indemnify Buyer unless, and then only to the extent that, (i) any individual claim exceeds Thirty Thousand and No/100 U.S. Dollars ($30,000.00) per item and (ii) the aggregate Losses to which Buyer would be entitled to indemnification (but for the provision of this Section 16.5) exceed a deductible (and not a threshold) equal to one percent (1%) of the Base Purchase Price.  Notwithstanding anything to the contrary contained herein, Seller’s aggregate liability for indemnification under Section 16.4 (i) through (vii) above shall not exceed fifty percent (50%) of the Base Purchase Price.





	
 
	
16.6
	
Further Limitation on Indemnification - Neither Party shall have any obligation under Article 16 with respect to any amount which has already been taken into account and applied to or against the Base Purchase Price in the Closing Settlement Statement or the Final Settlement Statement, provided such Party has paid all amounts due pursuant to this Agreement.  





	
 
	
16.7
	
Indemnification Procedures 





	
 
	
16.7.1
	
General - All claims for indemnification under this Agreement shall be asserted and resolved pursuant to this Section 16.7.  Any person claiming indemnification hereunder is hereinafter referred to as the “Indemnified Party” and any person against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.”  





	
 
	
16.7.2
	
Claim Notice - In the event that a Party wishes to assert a claim for indemnity hereunder, such Party shall with reasonable promptness provide to the Indemnifying Party a written notice of the indemnity claim it wishes to assert on behalf of itself or another Indemnified Party, including the specific details of and specific basis under this Agreement for its indemnity claim (a “Claim Notice”).  To the extent any Losses for which indemnification is sought are asserted against or sought to be collected from an Indemnified Party by a third party, such Claim Notice shall include a copy of all papers served on the applicable Indemnified Party with respect to such claim.  





	
 
	
16.7.3
	
Notice Period - The Indemnifying Party shall have thirty (30) days from the personal delivery or receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes its liability hereunder with respect to such Losses and/or (ii) with respect to any Losses arising out of, associated with, or relating to third party claims, whether or not it desires, at the sole cost and expense of the Indemnifying 




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Party, to defend the Indemnified Party against any such Losses.  In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Losses, the Indemnifying Party shall have the right to defend all appropriate proceedings with counsel of its own choosing.  If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense.  





	
 
	
16.7.4
	
Cooperation - If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects to contest or, if appropriate and related to the claim in question, in making any counterclaims against the third party asserting such Losses, or any cross-complaint against any third party (other than a Seller Indemnified Party, if the Indemnified Party is a Seller Indemnified Party; and other than a Buyer Indemnified Party, if the Indemnified Party is a Buyer Indemnified Party).  Such cooperation shall include the retention and provision to the Indemnifying Party of all records and other information that are reasonably relevant to the losses at issue.  





	
 
	
16.7.5
	
Settlement - No third party claim that is the subject of indemnification hereunder may be settled or otherwise compromised without the prior written consent of the Indemnifying Party.  No such claim may be settled or compromised by the Indemnifying Party without the prior written consent of the Indemnified Party unless such settlement or compromise (i) entails a full and unconditional release of the Indemnified Party (and any other members of the Indemnified Party’s group, i.e., all Seller Indemnified Parties or all Buyer Indemnified Parties) without any admission or finding of fault or liability and (ii) does not impose on the Indemnified Party any material non-financial obligation or any financial obligation that is not fully paid by the Indemnifying Party.




ARTICLE 17


	
17.
	
CASUALTY LOSS




If prior to Closing any of the Assets are substantially damaged or destroyed by fire or other casualty (“Casualty Defect”), Seller shall notify Buyer promptly after Seller learns of such event.  Seller shall have the right, but not the obligation, to cure any such Casualty Defect by repairing such damage or, in the case of Equipment, replacing the damaged Equipment with equivalent items, no later than the Closing, insofar as the same are done to Buyer’s reasonable satisfaction.  Subject to Section 7.6, if any Casualty Defect exists at Closing, at Seller’s option, Buyer shall proceed to purchase the damaged Assets, and the Base Purchase Price shall be reduced by the aggregate reduction in value of all affected Assets on account of such Casualty Defect.  In the event the parties cannot agree on the value, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3.  Notwithstanding any of the preceding provisions of 

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this Article17, all adjustments applicable to Casualty Defects shall be made prior to Closing, and Closing shall be extended until resolution of any disputes relating to the Casualty Defects; provided, however, that if adjustments for alleged Title Defects, Environmental Defects, Casualty Defects and Open Defects do not, in the aggregate, exceed the Termination Threshold, then Closing shall occur as to the other Assets that are not subject to the dispute (with the portion of the Assets subject to the dispute being excluded, and the Base Purchase Price reduced for the entire Allocated Values thereof) and Closing shall subsequently occur as to the Assets made the subject of the dispute within thirty (30) days following the final resolution of the dispute.  Notwithstanding anything to the contrary contained in this Article 17, Seller shall be entitled to retain all insurance proceeds, if any, and claims against other parties relating to any such Casualty Defect.  For purposes of this provision, normal wear and tear shall not be considered a Casualty Defect.

ARTICLE 18


	
18.
	
NOTICES 




All communications between Buyer and Seller required or permitted under this Agreement shall be in writing and addressed as set forth below.  Any communication or delivery hereunder must be given by personal delivery (if signed for receipt), by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, transmitted via electronic mail or by facsimile transmission shall be deemed to have been made and the receiving Party charged with notice, when received except that if received after 5:00 p.m. (in the recipient’s time zone) on a Business Day or if received on a day that is not a Business Day, such notice, request or communication will not be effective until the next succeeding Business Day.  All notices shall be addressed as follows: 


			
	
BUYER 
	
 
	
SELLER

	
 
	
 
	
 

	
EXPONENT ENERGY III LLC
	
 
	
MID-CON ENERGY PROPERTIES, LLC

 

	
1560 East 21st Street, Suite 215
	
 
	
2431 E. 61st Street, Suite 850

	
Tulsa, Oklahoma 74114
	
 
	
Tulsa, Oklahoma 74136

	
Attention:  Chris Bird – Managing Member
	
 
	
Attention:  Vice President – General Counsel

	
Phone:  918-270-9927
	
 
	
Phone:  918-743-7575

	
Fax:  N/A
	
 
	
Fax:  918-743-8859

	
Email: chris@exponent-energy.com 
	
 
	
Email:cmclawhorn@midcon-energy.com

	
 
	
 
	
 

 




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ARTICLE 19


	
19.
	
TERMINATION





	
 
	
19.1
	
Termination - This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing:  





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





	
 
	
(b)
	
by written notice from either Buyer or Seller if Closing has not occurred on or before December 15, 2017; provided, however, that no Party may terminate this Agreement pursuant to this Section 19.1(b) if such Party’s breach of its representations and warranties or its failure to comply with its obligations or covenants under this Agreement caused the Closing not to occur on or before the above date; or





	
 
	
(c)
	
by written notice from either Buyer or Seller if the aggregate sum of (i) the Title Defect amounts for all Title Defects timely and properly asserted pursuant to Article 7, (ii) the Environmental Defect amounts for all Environmental Defects timely and properly asserted pursuant to Article 8, and (ii) the Casualty Defect amounts pursuant to Article 17, exceed the Termination Threshold.





	
 
	
19.2
	
Liabilities Upon Termination; Deposit Amount - If this Agreement terminates, as described in Section 19.1 above, then the entire Deposit shall be returned and paid to Buyer and all obligations of the Parties under this Agreement shall thereafter terminate and be of no further force and effect, except that the provisions of Sections 20.3, 20.4, 20.5 and 20.15 shall survive; provided, however, that if this Agreement is terminated because of either:





	
 
	
(a)
	
a willful or intentional breach of this Agreement by Seller or because Buyer’s conditions to Closing are not satisfied (and, as a result, Buyer elects to terminate this Agreement under Section 19.1(b) above), then Buyer shall be entitled to the immediate return of the Deposit and shall also be entitled to pursue all remedies available at law for damages or other relief, in equity or otherwise; or 





	
 
	
(b)
	
a willful or intentional breach of this Agreement by Buyer or because Seller’s conditions to Closing are not satisfied (and, as a result, Seller elects to terminate this Agreement under Section 19.1(b) above), then Seller shall be entitled to retain the Deposit as liquidated damages (and the parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the Deposit is a fair and reasonable estimate of such damage; provided, however, that nothing in this Section 19.2(b) shall be deemed to limit Seller’s right to seek and obtain specific performance.  If specific performance is granted, by any arbitration panel or court then the Deposit shall be counted towards 




50



 


	
 
		
payment of the Purchase Price or other payment ordered by the arbitration panel or court.




ARTICLE 20


	
20.
	
MISCELLANEOUS





	
 
	
20.1
	
Entire Agreement - This Agreement and all Exhibits and Schedules attached hereto and incorporated herein constitute the entire agreement between the Parties.  Any previous negotiations or communications between the Parties are merged herein.





	
 
	
20.2
	
Survival - This Agreement shall be binding upon and shall inure to the benefit of the undersigned, their successors, heirs, assigns and corporate successors and may be supplemented, altered, amended, modified, or revoked by writing only, signed by both Parties.  The representations made by Seller and Buyer under Article 5 and Article 6 shall continue in full force and effect for a period of two (2) years from and after the Closing Date.  





	
 
	
20.3
	
Arbitration -- All disputes arising out of, or in connection with, this Agreement or any determination required to be made by Buyer and Seller as to which the parties cannot reach an agreement shall be settled by arbitration in Tulsa, Oklahoma.  Any matter to be submitted to arbitration shall be determined by a panel of three (3) arbitrators, unless otherwise agreed by the Parties.  Each arbitrator shall be a person experienced in both the oil and gas industry and the subject matter of the dispute and shall be appointed:





	
 
	
(a)
	
by mutual agreement of Buyer and Seller; or





	
 
	
(b)
	
failing such agreement, within sixty (60) days of the request for arbitration, each Party shall appoint one arbitrator, and the third arbitrator shall be appointed by the other two arbitrators, or, if they cannot agree, by a Judge of the United States District Court, Northern District of Oklahoma, Tenth Circuit.




In the event of the failure of refusal of the Parties to appoint the arbitrator(s) within one hundred twenty (120) days of the request for arbitration, the arbitrator remaining to be named shall be selected in accordance with the Rules of the American Arbitration Association.  The arbitration shall be conducted in accordance with reasonable rules established by the arbitrators.  Any award by the arbitrator shall be final, binding and non-appealable, and judgment may be entered thereon in any court of competent jurisdiction. The fees charged by the arbitrators for the arbitration shall be paid one-half by Buyer and one-half by Seller.


	
 
	
20.4
	
Non-Disclosure Agreement - In the event of termination of this Agreement pursuant to Article 19, the Buyer agrees to keep all of the terms of this transaction confidential for a period equal two (2) years following termination of this 




51



 


	
 
		
Agreement.  Furthermore, any additional information obtained as a result of Buyer’s access to the Assets which does not specifically relate to the Assets shall continue to be treated as confidential for a period of two (2) years following the Execution Date and shall not be disclosed by the Buyer without the prior written consent of the Seller.  The above restrictions on disclosure and use of information obtained pursuant to this Agreement shall not apply to information to the extent it:





	
 
	
(a)
	
is or becomes publicly available through no act or omission of the Buyer or any of its consultants or advisors; 





	
 
	
(b)
	
is subsequently obtained lawfully from a third party, where the Buyer has made reasonable efforts to insure that such third party is not a party to or bound by any confidentiality agreement with the Seller; or





	
 
	
(c)
	
is already in the Buyer’s possession at the time of disclosure, without restriction on disclosure.  




If the Buyer employs consultants, advisors or agents to assist in its review of the Assets, Buyer shall be responsible to Seller for ensuring that such consultants, advisors and agents comply with the restrictions on the use and disclosure of information set forth in this Section 20.4.


	
 
	
20.5
	
Choice of Law - THIS AGREEMENT AND ITS PERFORMANCE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF OKLAHOMA.





	
 
	
20.6
	
Assignment - The rights and obligations under this Agreement may not be assigned by any Party without the prior written consent of the other Party.





	
 
	
20.7
	
No Admissions - Neither this Agreement, nor any part hereof, nor any performance under this Agreement shall constitute or be construed as a finding, evidence of, or an admission or acknowledgment of any liability, fault, or past or present wrongdoing, or violation of any law, rule, regulation, or policy, by either Seller or Buyer or by their respective officers, directors, employees, or agents.





	
 
	
20.8
	
Waivers and Amendments - Except for waivers specifically provided for in this Agreement, this Agreement may not be amended nor any rights hereunder waived except by an instrument in writing signed by the Party to be charged with such amendment or waiver and delivered by such Party to the other Party claiming the benefit of such amendment or waiver.





	
 
	
20.9
	
Counterparts - This Agreement may be executed by Buyer and Seller in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute one and the same instrument.  Execution can be evidenced by facsimile or email transmission of signature pages with original signature pages to promptly follow in due course. 




52



 


	
 
	
20.10
	
Third-Party Beneficiaries -- Neither this Agreement nor any performances hereunder by Seller or Buyer shall create any right, claim, cause of action, or remedy on behalf of any person not a party hereto.





	
 
	
20.11
	
Specific Performance





	
 
	

	
- Buyer and Seller acknowledge and agree that Buyer would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by Seller could not be adequately compensated in all cases by monetary damages alone.  Accordingly, in addition to any other right or remedy to which Buyer may be entitled, at law or in equity, Buyer shall be entitled to enforce any provision of this Agreement by a decree of specific performance.  Furthermore, the Parties acknowledge and agree that Seller would be irreparably damaged if Buyer breaches any of the provisions of this Agreement and that any such breach of this Agreement by Buyer could not be adequately compensated in all cases by monetary damages alone.  Accordingly Seller shall be entitled to enforce any provision of this Agreement by a decree of specific performance.  In either case, Buyer or Seller, as the case may be, shall not be required to provide any bond or other security in connection with seeking an injunction or injunctions to enforce specifically the terms and provisions of this Agreement.  





	
 
	
20.12
	
Public Communications - After the Execution Date, either Party may make a press release or public communication concerning this transaction with the exception that any such communication shall not include the name of the non-disclosing Party without their prior written consent; provided, however, any such press release or public communication is subject to the other Party’s prior review and approval (which shall not be unreasonably withheld, conditioned or delayed); provided, further, however, that, notwithstanding the foregoing, prior to or after Closing, if Buyer (including any of its parent entities), on the one hand, or Seller (including any of its parent entities), on the other is required to make any statement, declaration, or public announcement regarding this Agreement or the transactions contemplated hereunder pursuant to (i) law, (ii) applicable rules or regulations of any national securities exchange, or (iii) the terms of such Party’s (including such Party’s respective parent entities) indentures, loan agreements, credit agreements or other similar debt agreements or financial instruments, then the same may be made without the approval of the other Party, but only to the extent the name of Seller is omitted from such statement, declaration, or announcement if permitted by such law, rules, regulations or terms.





	
 
	
20.13
	
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 or provisions of this Agreement.  





	
 
	
20.14
	
Expenses - Except as otherwise provided in this Agreement, each of the Parties hereto shall pay its own fees and expenses incident to the negotiation and preparation of this Agreement and consummation of the transaction contemplated 




53



 


	
 
		
hereby, including brokers’ fees.  Buyer shall be responsible for the cost of all fees for the recording of the Conveyances relating to the Assets.  All other costs shall be borne by the Party incurring them. 





	
 
	
20.15
	
No Recourse - Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement, or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Party may be a partnership or limited liability company, each Party, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Parties shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or under any documents, agreements, or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any Party (or any of their successors or permitted assignees) or any affiliate thereof or against any former, current or future director, officer, agent, employee, affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including the Parties (each, but excluding for the avoidance of doubt, the Parties, a “Party Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Party Affiliates, by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Party Affiliate, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. [Signature page follows]




 

54



 

IN WITNESS WHEREOF, the Parties have executed this Agreement on the Execution Date.


			
	
“SELLER”
	
 
	
“BUYER”

	
 
	
 
	
 

	
MID-CON ENERGY PROPERTIES, LLC
	
 
	
EXPONENT ENERGY III, LLC

	
 

By: Mid-Con Energy Partners, LP         Its Sole Member

By: Mid-Con Energy GP, LLC         Its General Partner
	
 
	
 

	
 
	
 
	
 

	
By: /s/Jeffrey R Olmstead
	
 
	
By:  /s/Chris Bird

	
Name: Jeffrey R Olmstead
	
 
	
Name:  Chris Bird

	
Title:President & General Counsel
	
 
	
Title: Managing Member

	
 
	
 
	
 




 

 

[Signature Page to Purchase and Sale Agreement]



 

Exhibit “A”
Schedule of Leases


	
Property
	
Lessor:
	
Lessee:
	
Dated:
	
Recorded
	
Description:
	
County, State

	
Pinkerton
	
Orval Forrest Fitzsimmons
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4359, Page 70
	
SE/4 NE/4 and E/2 SW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Chester Loyd Fitzsimmons
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4359, Page 76
	
SE/4 NE/4 and E/2 SW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Maudean Pierce Harden
	
Arbuckle Enterprises, Inc.
	
29-Sep-05
	
Book 4400, Page 279
	
SE/4 NE/4 and E/2 SW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Darlene Pierce now Watashe
	
Arbuckle Enterprises, Inc.
	
29-Sep-05
	
Book 4400, Page 299
	
SE/4 NE/4 and E/2 SW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Frances Hauser
	
Arbuckle Enterprises, Inc.
	
29-Sep-05
	
Book 4400, Page 283
	
SE/4 NE/4 and E/2 SW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Joe T. Packnett and Marguerite Packnett, H/W
	
Arbuckle Enterprises, Inc.
	
5-Dec-05
	
Book 4405, Page 207
	
SE/4 NE/4 and E/2 SW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Carole Pierce
	
Arbuckle Enterprises, Inc.
	
29-Sep-05
	
Book 4400, Page 287
	
SE/4 NE/4 and E/2 SW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Randye Lee Pierce
	
Arbuckle Enterprises, Inc.
	
29-Sep-05
	
Book 4400, Page 295
	
SE/4 NE/4 and E/2 SW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Rhonda Jo Pierce
	
Arbuckle Enterprises, Inc.
	
29-Sep-05
	
Book 4400, Page 291
	
SE/4 NE/4 and E/2 SW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Carl Theodore Bolander, Jr.
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4364, Page 219
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Noel E. Bolander
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4364, Page 227
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Allene Holman Shoup aka Allene Shoup aka Allene Holman
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4383, Page 224
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Louis A. Piel, Jr.
	
Arbuckle Enterprises, Inc.
	
1-Jan-10
	
Book 5107, Page 5
	
NW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Vicky Lynn Plangman
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4378, Page 62
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Susan Margo Hertel aka Margo Laurence Hertel
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4368, Page 80
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
William Lee Perego
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4364, Page 221
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
W. N. Bentsen aka William Neil Bentsen
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4383, Page 230
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Richard Garner
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4383, Page 226
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Ann Guest Carter
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4386, Page 16
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK




 



 


	
Pinkerton
	
Madeline Guest Brown
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4383, Page 222
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Steven Dale Guest
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4368, Page 78
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Cathy Guest Meietschlager
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4378, Page 60
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Karen Guest Draughon
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4383, Page 228
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Anna Guest Neill
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4378, Page 58
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Anna Beth Brown Guest
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4383, Page 220
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Emma Adler
	
Arbuckle Enterprises, Inc.
	
30-Aug-05
	
Book 4383, Page 247
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Johnie Lee Guest
	
Arbuckle Enterprises, Inc.
	
17-Jul-08
	
Book 4894, Page 263
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Carolyn Y. Holman
	
Arbuckle Enterprises, Inc.
	
15-Jul-08
	
Book 4873, Page 72
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Claire Beers
	
Arbuckle Enterprises, Inc.
	
4-Feb-09
	
Book 4961, Page 288
	
N/2 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Charles Alan Beers
	
Arbuckle Enterprises, Inc.
	
18-Aug-09
	
Book 5045, Page 56
	
NW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
Marla Sue Beers Lowery
	
Arbuckle Enterprises, Inc.
	
18-Aug-09
	
Book 5046, Page 283
	
NW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK

	
Pinkerton
	
James Russell Beers
	
Arbuckle Enterprises, Inc.
	
18-Aug-09
	
Book 5045, Page 59
	
NW/4 NE/4 of Section 10-5S-2W
	
Carter County, OK




 


	
All Interest Acquired by Arbuckle Enterpirises, Inc. through OCC Pooling Order 559583, dated September 16, 2008, covering the E/2 NE/4 of Section 10-5S-2W, Carter County, OK
	
 
	
 

	
All Interest acquired through OCC Pooling Order 571852, dated November 30, 2009, covering the W/2 NE/4 of of Section 10-5S-2W, Carter County, OK
	
 
	
 




 





 



 


	
Property
	
Lessor:
	
Lessee:
	
Date:
	
Recorded:
	
Description:
	
County, State:

	
SEHU
	
Joan Thomas, et vir
	
Kaiser-Francis Oil Company
	
1-Jul-85
	
Book 1024, Page 280
	
E/2 SE/4 of Sec 10-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
W. R. Goddard, et al
	
Kaiser-Francis Oil Company
	
5-Jun-85
	
Book 1193, Page 38
	
E/2 SE/4 of Sec 10-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Diana H. Blackburn
	
Kaiser-Francis Oil Company
	
5-Jun-85
	
Book 1193, Page 40
	
E/2 SE/4 of Sec 10-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Edward B. Linthicum, Trustee u/w Maybelle Goddard Linthicum
	
Kaiser-Francis Oil Company
	
5-Jun-85
	
Book 1193, Page 42
	
E/2 SE/4 of Sec 10-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Barbara Bogy Thomas, et al
	
Kaiser-Francis Oil Company
	
5-Jun-85
	
Book 1193, Page 44
	
E/2 SE/4 of Sec 10-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Goddard Investment Company
	
Kaiser-Francis Oil Company
	
5-Jun-85
	
Book 1193, Page 46
	
E/2 SE/4 of Sec 10-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Lucille Akers Wheeler
	
R. D. Williams
	
18-Oct-85
	
Book 1211, Page 125
	
S/2 S/2 SW/4 of Sec 11-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Billie Ruth McCharen
	
R. D. Williams
	
18-Oct-85
	
Book 1211, Page 129
	
S/2 S/2 SW/4 of Sec 11-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
A. D. Akers
	
R. D. Williams
	
18-Oct-85
	
Book 1211, Page 131
	
S/2 S/2 SW/4 of Sec 11-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Jill Marguerite Thompson
	
G. W. Wallace
	
18-Oct-85
	
Book 1211, Page 77
	
S/2 SW/4 SW/4; NE/4 SW/4 SW/4; SE/4 NW/4 SW/4 of Sec 11-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Etta L. Morrell
	
R. D. Williams
	
18-Oct-85
	
Book 1211, Page 127
	
S/2 SW/4 SW/4 of Sec 11-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Josephine Packnett Pierce, AKA Mrs. Leroy Pierce
	
R. D. Williams
	
28-Oct-85
	
Book 1211, Page 123
	
N/2 NW/4 SW/4; SW/4 NW/4 SW/4; NW/4 SW/4 SW/4 of Sec 11-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
The First National Bank and Trust Company of Ardmore, Trustee for 
	
T. C. Craighead
	
19-Nov-82
	
Book 1020, Page 222
	
Insofar as lease covers NE/4 NE/4 NW/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Max Greenberg
	
Nondorf Oil & Gas, Inc.
	
23-Nov-87
	
Book 1055, Page 588
	
Insofar as lease covers NE/4 NE/4 NW/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Rufus Merrill Laurence, Jr.
	
Nondorf Oil & Gas, Inc.
	
14-Dec-83
	
Book 1058, Page 789
	
Insofar as lease covers NE/4 NE/4 NW/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Virginia Lee Laurence
	
Nondorf Oil & Gas, Inc.
	
9-Dec-83
	
Book 1059, Page 118
	
Insofar as lease covers NE/4 NE/4 NW/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Mamie Lee Laurence, Trustee of the R. M. Laurence Family Trust dated 
	
Nondorf Oil & Gas, Inc.
	
9-Dec-84
	
Book 1063, Page 648
	
Insofar as lease covers NE/4 NE/4 NW/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Milford Corporation
	
Nondorf Oil & Gas, Inc.
	
6-Feb-84
	
Book 1059, Page 116
	
Insofar as lease covers NE/4 NE/4 NW/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
James C. & Janice Johnson
	
Arbuckle Enterprises, Inc.
	
9-Oct-96
	
Book 3065, Page 10
	
SE/4 NE/4 NW/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Jackie Y. Marutzky
	
Arbuckle Enterprises, Inc.
	
25-Mar-96
	
Book 3065, Page 20
	
NE/4 SE/4 of Sec 15-5S-2W
	
Carter County, Oklahoma




 



 

 


	
SEHU
	
Don Marutzky
	
Arbuckle Enterprises, Inc.
	
15-Jun-96
	
Book 3065, Page 22
	
NE/4 SE/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Karen Johnson, Trustee
	
Arbuckle Enterprises, Inc.
	
18-Apr-96
	
Book 3065, Page 18
	
NE/4 SE/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Harry L. Bickford
	
Arbuckle Enterprises, Inc.
	
14-Mar-96
	
Book 3065, Page 16
	
NE/4 SE/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Robert C. Longest
	
Arbuckle Enterprises, Inc.
	
14-Mar-96
	
Book 3065, Page 14
	
NE/4 SE/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Norman Highfill
	
Arbuckle Enterprises, Inc.
	
14-Mar-96
	
Book 3065, Page 12
	
NE/4 SE/4 of Sec 15-5S-2W
	
Carter County, Oklahoma

	
SEHU
	
Panhandle Royalty Co.
	
Arbuckle Enterprises, Inc.
	
5-Nov-96
	
Book 3153, Page 284
	
NE/4 SE/4 of Sec 15-5S-2W
	
Carter County, Oklahoma




 


	
 
	
It is the intent for this instrument to assign and include all of Assignors right, title and interest in and to all wells and interests in the E/2 SW/4 and SE/4 of Section 10-5S-2W; W/2 SW/4 of Section 11-5S-2W; W/2 of Section 14-5S-2W; NE/4, NE/4 SE/4 and E/2 NE/4 NW/4 of Section 15-5S-2W, Carter County, Oklahoma, whether such interests and/or wells are properly described herein or not, including but not limited to the following:
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
SE Hewitt Deese Unit established under Oklahoma Corporation Commission Order #408098, Cause CD 960002895, covering the East Half Southwest Quarter(E/2 SW/4) and Southeast Quarter (SE/4) of Section 10, Township 5 South, Range 2 West; West Half Southwest Quarter (W/2 SW/4) of Section 11, Township 5 South, Range 2 West; West Half (W/2) of Section 14, Township 5 South, Range 2 West and Northeast Quarter (NE/4), Northeast Quarter Southeast Quarter (NE/4 SE/4) and East Half Northeast Quarter Northwest Quarter (E/2 NE/4 NW/4) of Section 15, Township 5 South, Range 2 West in Carter County, Oklahoma, containing 860 acres, more or less.
	
 




 


	
Property
	
Lessor:
	
Lessee:
	
Dated:
	
Recorded:
	
Description:
	
County, State

	
TFDU
	
Bridget Ann Sullivan Wicklander & Ray Wicklander, wife & husband
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 494
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Byron H. Schaff
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 461
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Charles Dudley & Edie Dudley
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 941, Page 252
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Charles Franklin Sullivan
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 482
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Chase F. Schaff
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 479
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
F. M. Dudley & Jessie R. Dudley
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 941, Page 261
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Ferrel Sullivan
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 488
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Frances Dunbar & Robert O. Dunbar
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 943, Page 489
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 




 



 


	
TFDU
	
Jane Sullivan Elam & Joe Elam
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 491
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Jerome Sullivan, Jr. & Marilynn Sullivan
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 941, Page 249
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Lawrence S. McGee, Jr.
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 464
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Mercedes Curry & John L. Curry
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 941, Page 255
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Ms. Mary M. Boggs
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 476
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Patricia Sullivan Gregory
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 497
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Patrick D. Sullivan & Charlene Sullivan
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 467
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Paul D. Sullivan, Jr. & Helen Sullivan
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 470
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Robert A. Schaff
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 473
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Ruth Eugenia Schmidt
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 941, Page 258
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Sonja Sullivan Adams
	
Nondorf Oil & Gas, Inc.
	
18-Dec-80
	
Book 942, Page 485
	
E/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Gussie Lee McGee, nee Sullivan
	
R.S. Gardenhire, Jr.
	
10-Nov-77
	
Book 821, Page 443
	
N/2 NW/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Frances Prickett and James Kenton Parton
	
Tom R. Gray, Jr.
	
6-Dec-75
	
Book 761, Page 418
	
N/2 SW/4; E/2 SE/4 SW/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Castle Royalties LLC
	
RDT Properties, Inc.
	
1-Dec-08
	
Book 4948, Page 295
	
SE/4 NE/4; S/2 NE/4 NE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Dunlap & Co.
	
Adobe Oil & Gas Corporation
	
24-Mar-82
	
Book 998, Page 551
	
SE/4 NW/4 NE/4; NE/4 SW/4 NE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Milford Corporation
	
Adobe Oil & Gas Corporation
	
12-Mar-82
	
Book 996, Page 820
	
SE/4 NW/4 NE/4; NE/4 SW/4 NE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
State Oil Company
	
Adobe Oil & Gas Corporation
	
24-Mar-82
	
Book 998, Page 549
	
SE/4 NW/4 NE/4; NE/4 SW/4 NE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Edna McCarty, now Moore
	
R.S. Gardenhire, Jr.
	
15-Jun-78
	
Book 844, Page 147
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 




 



 


	
TFDU
	
First National Bank and Trust Company of Ardmore, as Trustee of the Virginia Greenburg Trust
	
T. C. Craighead
	
11-Aug-78
	
Book 846, Page 407
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
James Hefley and Josephine Hefley
	
James L. Kirk
	
22-Jun-78
	
Book 842, Page 111
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
M.C.B.A. Van Eaton Partnership
	
Samedan Oil Corporation
	
10-Jan-80
	
Book 898, Page 277
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Margaret Ann Short
	
R.S. Gardenhire, Jr.
	
15-Jun-78
	
Book 840, Page 575
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Max Greenberg
	
R.S. Gardenhire, Jr.
	
12-Jun-78
	
Book 840, Page 180
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Milford Corporation
	
Taft Milford
	
26-Jan-79
	
Book 860, Page 475
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Robert S. Gardenhire, Jr.
	
Harris S. Smith
	
20-Jun-78
	
Book 840, Page 563
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Ruth Spring
	
R.S. Gardenhire, Jr.
	
13-Jun-78
	
Book 840, Page 571
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Walter H. Gant
	
R.S. Gardenhire, Jr.
	
15-Jun-78
	
Book 840, Page 573
	
SE/4 NW/4 NE/4; S/2 NE/4 NE/4; NE/4 SW/4 NE/4; SE/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Bridget Sullivan Wicklander
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4883, Page 221
	
SE/4 NW/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Jane Sullivan Elam
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4875, Page 66
	
SE/4 NW/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
B.W. James
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
26-Jan-78
	
Book 827, Page 209
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Beeler Turner
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
31-Jan-78
	
Book 827, Page 105
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 




 



 


	
TFDU
	
Bela L. James
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
31-Jan-78
	
Book 827, Page 211
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Buena V. Franklin
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
31-Jan-78
	
Book 827, Page 213
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
C. M. Fleetwood
	
R. S. Gardenhire Jr.
	
23-Jan-79
	
Book 861, Page 122
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Col. Curtis A. James
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
7-Feb-78
	
Book 830, Page 224
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Curtiss Williams, individually and as AIF for Virgie Kirkpatrick; J.R. Williams; Opal Reeves; Edith Carruth; Maxine Wilkerson; Joe R. Todd; Harry Wayne Todd; Darla Jean Todd, now Stein
	
Tom R. Gray, Jr.
	
19-Dec-75
	
Book 761, Page 422
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Eudora Adelle Whitaker
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
7-Feb-78
	
Book 828, Page 40
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Francis M. James, widow
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
23-Jan-78
	
Book 826, Page 130
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Frank G. Weimer
	
R. S. Gardenhire Jr.
	
25-Jan-79
	
Book 861, Page 216
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Fred R. Hirzel Jr.
	
R. S. Gardenhire Jr.
	
23-Jan-79
	
Book 861, Page 124
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Howard S. and Dorothy E. Smith, husband and wife
	
R. S. Gardenhire Jr.
	
23-Jan-79
	
Book 861, Page 118
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 




 



 


	
TFDU
	
J. S. Peerson
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976
	
23-Jun-78
	
Book 841, Page 479
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
James F. Turner
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
31-Jan-78
	
Book 827, Page 440
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
John W. Cram
	
R. S. Gardenhire Jr.
	
24-Jan-79
	
Book 861, Page 120
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Joyce Miller
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976
	
1-Jul-78
	
Book 841, Page 481
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Lt. Col. Gordon James
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
7-Feb-78
	
Book 828, Page 271
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Manette L. Bell and Frank S. Bell
	
R. S. Gardenhire Jr.
	
27-Jun-78
	
Book 842, Page 424
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Marie V. Turner, individually and Executrix of the Estate of Ray C. Turner, 
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
27-Feb-78
	
Book 830, Page 313
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
McDonald Turner
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
3-Feb-78
	
Book 828, Page 569
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Mrs. Betty Bostick
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
7-Feb-78
	
Book 828, Page 571
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 




 



 


	
TFDU
	
Mrs. Etie Neill
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
3-Feb-78
	
Book 828, Page 38
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Mrs. Ruth Wisdom
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
17-Feb-78
	
Book 828, Page 269
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Nell M. Fleetwood, widow; Amanda Payne Fleetwood Moore; Lelia Elizabeth Fleetwood Bixler
	
R. S. Gardenhire Jr.
	
23-Jan-79
	
Book 863, Page 374
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
O.C. Turner
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
31-Jan-78
	
Book 827, Page 107
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Ruby Carter
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
31-Jan-78
	
Book 827, Page 103
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Tucker Interests (A partnership composed of Elizabeth L. Tucker; Barbara F. Wilkinson; Charles Tucker Wilkinson and Bruce Warren Wilkinson)
	
D.C. Fitzgerald Jr., Trustee of the FR&M Trust, dated 5-24-1976; Jerome M. Westheimer, C/O D.C. Fitzgerald Jr.
	
8-Feb-78
	
Book 830, Page 311
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Willis Martin
	
R. S. Gardenhire Jr.
	
1-Jul-78
	
Book 842, Page 422
	
SE/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Charles Dudley
	
R.S. Gardenhire, Jr.
	
10-Nov-77
	
Book 821, Page 437
	
SW/4 NW/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Ruth Eugenia Schmidt, nee Dudley
	
R.S. Gardenhire, Jr.
	
10-Nov-77
	
Book 821, Page 435
	
SW/4 NW/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Don J. Leeman
	
Nondorf Oil & Gas, Inc.
	
6-Feb-82
	
Book 1000, Page 548
	
SW/4 of Section 25, Township 5 South, Range 2 West, insofar and only insofar as said lease covers the E/2 SW/4 only.
	
Carter County, OK 




 



 


	
TFDU
	
M. L. Leeman, Jermaine L. Dinges & Don J. Leeman
	
Nondorf Oil & Gas, Inc.
	
6-Feb-82
	
Book 994, Page 405
	
SW/4 of Section 25, Township 5 South, Range 2 West, insofar and only insofar as said lease covers the E/2 SW/4 only.
	
Carter County, OK 

	
TFDU
	
E. L. Stacy and Rose Stacy
	
Tom R. Gray, Jr.
	
6-Dec-75
	
Book 761, Page 420
	
SW/4 SW/4; W/2 SE/4 SW/4 of Section 36, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Bridget Sullivan Wicklander
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4883, Page 219
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Charles Franklin Sullivan Trust, Charles F. Sullivan Trustee
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4878, Page 38
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Eugenia Sullivan Richards representative of the Estate of Ferrel Sullivan
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4921, Page 198
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Frances Dunbar
	
RDT Properties, Inc.
	
23-Feb-09
	
Book 4975, Page 31
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Helen F. Sullivan Revocable Trust, Helen F. Sullivan Trustee
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4887, Page 238
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Jane Sullivan Elam
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4875, Page 70
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Jerome C. Sullivan Jr., Testamentary Trust, Michael P. Sullivan and Kent P Sullivan 
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4887, Page 240
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Lawrence S. McGee, Jr.
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4875, Page 62
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Patricia Sullivan Earle
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4882, Page 270
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Patrick D. Sullivan
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4873, Page 280
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
REDS, LLC, an Oklahoma Limited Liability Company
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4873, Page 286
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Robert Adair Schaff Estate, A Edward Ball Executor
	
RDT Properties, Inc.
	
20-Jan-09
	
Book 4991, Page 180
	
W/2 NW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Bridget Sullivan Wicklander
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4883, Page 223
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Byron H. Schaff Jr.
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4867, Page 100
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Charles D. Dudley
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4868, Page 245
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Charles Franklin Sullivan Trust, Charles F. Sullivan Trustee
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4878, Page 36
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Chase F. Schaff
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4868, Page 191
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 




 



 


	
TFDU
	
Eugenia Sullivan Richards representative of the Estate of Ferrel Sullivan
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4921, Page 196
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Frances Dunbar
	
RDT Properties, Inc.
	
23-Feb-09
	
Book 4975, Page 29
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Helen F. Sullivan Revocable Trust, Helen F. Sullivan Trustee
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4911, Page 183
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Jane Sullivan Elam
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4875, Page 68
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Jerome C. Sullivan Jr., Testamentary Trust, Michael P. Sullivan and Kent P Sullivan Trustees
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4911, Page 185
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Lawrence S. McGee Jr.
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4875, Page 64
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Mary McGee Boggs
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4872, Page 269
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Mercedes S. Curry Trust B, u/w Mercedes S Curry
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4866, Page 218
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Patricia Sullivan Earle
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4882, Page 272
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Patrick D. Sullivan
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4873, Page 282
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
REDS, LLC, an Oklahoma Limited Liability Company
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4873, Page 284
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Robert Adair Schaff Estate, A Edward Ball Executor
	
RDT Properties, Inc.
	
20-Jan-09
	
Book 5004, Page 148
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Sonja Sullivan Adams Pellow
	
RDT Properties, Inc.
	
10-Jul-08
	
Book 4875, Page 57
	
W/2 SE/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Don J. Leeman Revocable Trust, dated 7-1-98
	
RDT Properties, Inc.
	
29-Jan-09
	
Book 4954, Page 254
	
W/2 SW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Jermaine Leeman Dinges Revocable Trust
	
RDT Properties, Inc.
	
24-Nov-08
	
Book 4936, Page 141
	
W/2 SW/4 of Section 25, Township 5 South, Range 2 West
	
Carter County, OK 

	
TFDU
	
Byron H. Schaff
	
R.S. Gardenhire, Jr.
	
16-Feb-82
	
Book 995, Page 943
	
W/2 W/2 NE/4; NE/4 NW/4 NE/4; N/2 NE/4 NE/4; SE/4 SW/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Byron H. Schaff, Robert A. Schaff and Chase F. Schaff
	
R.S. Gardenhire, Jr.
	
27-Dec-77
	
Book 825, Page 341
	
W/2 W/2 NE/4; NE/4 NW/4 NE/4; N/2 NE/4 NE/4; SE/4 SW/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Chase F. Schaff
	
R.S. Gardenhire, Jr.
	
16-Feb-82
	
Book 995, Page 945
	
W/2 W/2 NE/4; NE/4 NW/4 NE/4; N/2 NE/4 NE/4; SE/4 SW/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 

	
TFDU
	
Robert A. Schaff
	
Nondorf Oil & Gas, Inc.
	
16-Feb-82
	
Book 994, Page 412
	
W/2 W/2 NE/4; NE/4 NW/4 NE/4; N/2 NE/4 NE/4; SE/4 SW/4 NE/4 of Section 36, T5 South, R2 West
	
Carter County, OK 




 



 

 


	
 
	
It is the intent for this instrument to assign and include all of Assignors right, title and interest in and to all wells and interests in the W/2 and W/2 SE/4 of Section 25 and all of Section 36-5S-2W, Carter County, Oklahoma, whether such interests and/or wells are properly described herein or not, including but not limited to the following:
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
Twin Forks Deese Unit established under Oklahoma Corporation Commission Order #563436, Cause CD 200806911-T and Order #571849, Cause CD 200902739-T, covering the West Half and West Half of the Southeast Quarter (W/2 and W/2 SE/4) of Section 25 and all of Section 36 of Township 5 South, Range 2 West, Carter County, Oklahoma, containing 1040 acres more or less.
	
 




 





 



 


	
Property
	
Lessor:
	
Lessee:
	
Date:
	
Recorded:
	
Description:
	
County, State

	
AWDU
	
Edward A. Luke 1979 Revocable Trust, under agreement dated, Robert Phillips Luke, Trustee
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4913, Page 58
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Mary Hermes Wood Trust, Mary Frances Hermes Wood, Trustee
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4913, Page 56
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Edward Albert Luke, Jr.
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4921, Page 204
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Robert Phillips Luke and Karen L. Luke, husband and wife
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4926, Page 113
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Mary Kathryn Griffin
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4921, Page 201
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Ninnie M. Coffey
	
Don Cude
	
2-Jan-68
	
Book 578, Page 635
	
SE/4 of Section 29, Township 4 South, Range 1 East, insofar and only insofar as lease covers from the surface of the earth to the base of the Deese common source of supply
	
Carter County, Oklahoma

	
AWDU
	
Edward A. Luke 1979 Revocable Trust
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4913, Page 58
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Mary Hermes Wood Trust, Mary Frances Hermes Wood, Trustee
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4913, Page 56
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Edward Albert Luke, Jr.
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4921, Page 204
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Robert Phillips Luke and Karen L. Luke, husband and wife
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4926, Page 113
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Mary Kathryn Griffin
	
RDT Properties, Inc.
	
1-Oct-08
	
Book 4921, Page 201
	
E/2 SW/4 and W/2 NW/4 SW/4 and E/2 SW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Michael F. Cusack, Trustee of the Cusack Family Revocable Trust
	
David W. Potts Land & Exploration
	
18-Jun-08
	
Book 4861, Page 110
	
E/2 NW/4 SW/4 and S/2 S/2 SW/4 NW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
LUBCO LLC
	
David W. Potts Land & Exploration
	
18-Jun-08
	
Book 4861, Page 112
	
E/2 NW/4 SW/4 and S/2 S/2 SW/4 NW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma




 



 


	
AWDU
	
Joel F. Wellnitz and Christian O’Donnell, Co-Personal Representatives of the Estate of Beverly Westheimer Wellnitz, deceased
	
David W. Potts Land & Exploration
	
12-Aug-08
	
Book 4909, Page 193
	
E/2 NW/4 SW/4 and S/2 S/2 SW/4 NW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Jerry Ray Pennington
	
RDT Properties, Inc.
	
1-Jun-10
	
Book 5170, Page 111
	
E/2 NW/4 SW/4 and S/2 S/2 SW/4 NW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
F.R. & M. Trust dated May 24, 1976
	
RDT Properties, Inc.
	
21-Jun-10
	
Book 5183, Page 146
	
E/2 NW/4 SW/4 and S/2 S/2 SW/4 NW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Sagacity, Inc.
	
RDT Properties, Inc.
	
1-Mar-10
	
Book 5149, Page 154
	
E/2 NW/4 SW/4 of Section 28, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Thomas A. Ward, Personal Representative of the Estate of Evelyn Wynell Woodruff, deceased
	
David W. Potts Land & Exploration
	
13-Jan-09
	
Book 4965, Page 234
	
SE/4 NE/4 of Section 29, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Thomas A. Weaver and Susan C. Weaver, Trustees, or Successor Trustee of the Weaver 2005 Revocable Trust U/T/A dated 4-11-2005
	
David W. Potts Land & Exploration
	
12-Dec-08
	
Book 4959, Page 264 

correction Book 5126, Page 98
	
SE/4 NE/4 of Section 29, Township 4 South, Range 1 East and N/2 N/2 SE/4,  SW/4 SW/4 NE/4, W/2 NW/4 NW/4 NE/4, W/2 NW/4 SW/4 NE/4, W/2 E/2 NW/4 NE/4 and W/2 NE/4 SW/4 NE/4, E/2 W/2 NW/4 NE/4 and E/2 NW/4 SW/4 NE/4 , E/2 E/2 NW/4 NE/4, E/2 NE/4 SW/4 NE/4, S/2 N/2 SE/4 NE/4 , S/2 SE/4 NE/4, SE/4 SW/4 NE/4 and N/2 N/2 SE/4 NE/4 all in Section 32, Township 4 South, Range 1 East     
	
Carter County, Oklahoma

	
AWDU
	
Thomas Hardy Murphy
	
David W. Potts Land & Exploration
	
22-Jul-08
	
Book 4883, Page 79
	
N/2 N/2 SE/4 and SW/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Polly K. Murphy aka Kathryn Pauline Murphy
	
David W. Potts Land & Exploration
	
22-Jul-08
	
Book 4909, Page 178
	
N/2 N/2 SE/4 and SW/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Polly K. Murphy aka Kathryn Pauline Murphy
	
David W. Potts Land & Exploration
	
22-Jul-08
	
Book 4909, Page 178
	
N/2 N/2 SE/4 and SW/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Steven Michael Irwin and Claudia D. Irwin
	
David W. Potts Land & Exploration
	
25-Jul-08
	
Book 4909, Page 226
	
N/2 N/2 SE/4 and SW/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Jimmy Geary Cheek
	
David W. Potts Land & Exploration
	
20-Aug-08
	
Book 4909, Page 224
	
SE/4 NE/4 and SE/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East     
	
Carter County, Oklahoma




 



 


	
AWDU
	
Jimmy Geary Cheek
	
David W. Potts Land & Exploration
	
25-Jul-08
	
Book 4883, Page 77 

Corrected Book 5126, Page 105
	
N/2 N/2 SE/4 and SW/4 SW/4 NE/4 and W/2 NW/4 NW/4 NE/4, W/2 NW/4 SW/4 NE/4, W/2 E/2 NW/4 NE/4 and W/2 NE/4 SW/4 NE/4, E/2 W/2 NW/4 NE/4 and E/2 NW/4 SW/4 NE/4 , E/2 E/2 NW/4 NE/4, E/2 NE/4 SW/4 NE/4 of  Section 32, Township 4 South, Range 1 East     
	
Carter County, Oklahoma

	
AWDU
	
Janice Jean Cheek Noce
	
David W. Potts Land & Exploration
	
22-Aug-08
	
Book 4909 & 5126, Page 222 & 101 corrected 

Book 5155, Page 1
	
N/2 N/2 SE/4, SW/4 SW/4 NE/4, and W/2 NW/4 NW/4 NE/4, W/2 NW/4 SW/4 NE/4, W/2 E/2 NW/4 NE/4 and W/2 NE/4 SW/4 NE/4, E/2 W/2 NW/4 NE/4 and E/2 NW/4 SW/4 NE/4,  E/2 E/2 NW/4 NE/4 and E/2 NE/4 SW/4 NE/4, W/2 SW/4 NW/4 NE/4, S/2 N/2 SE/4 NE/4, S/2 SE/4 NE/4 and SE/4 SW/4 NE/4 and N/2 N/2 SE/4 NE/4  of Section 32, Township 4 South, Range 1 East     
	
Carter County, Oklahoma

	
AWDU
	
Thomas A. Ward, Personal Representative of the Estate of Evelyn Wynell Woodruff, deceased
	
David W. Potts Land & Exploration
	
 
	
Book 4965, Page 236, Corrected 

Book 5126, Page 103
	
N/2 N/2 SE/4 and  SW/4 SW/4 NE/4, SE/4 NE/4, SE/4 SW/4 NE/4, E/2 NW/4 NE/4, NW/4 NW/4 NE/4 and SW/4 NW/4 NE/4 and N/2 SW/4 NE/4  of Section 32, Township 4 South, Range 1 East     
	
Carter County, Oklahoma

	
AWDU
	
Kevin Martin Taylor and Donna Marie Taylor
	
David W. Potts Land & Exploration
	
24-Jul-08
	
Book 4909, Page 191
	
W/2 NW/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Elizabeth Ann Gauley, now McCaney
	
David W. Potts Land & Exploration
	
26-Aug-08
	
Book 4909, Page 176
	
W/2 NW/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Michael A. Gibson, Successor Trustee of the” M.A.G. Trust 92” created under Trust Agreement dated 9/25/2002
	
David W. Potts Land & Exploration
	
12-Aug-08
	
Book 4909, Page 195
	
NW/4 NE/4, N/2 SW/4 NE/4, SE/4 NE/4 and SE/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Malinda Gibson Archer, Successor Trustee of the” M.G.A. Trust 92” created under Trust Agreement dated 9/25/2002
	
David W. Potts Land & Exploration
	
12-Aug-08
	
Book 4920, Page 236
	
NW/4 NE/4, N/2 SW/4 NE/4, SE/4 NE/4 and SE/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Gerald M.  Church and Phyllis D. Church, Trustees of the Gerald M. and Phyllis D. Church Family Trust
	
David W. Potts Land & Exploration
	
12-Aug-08
	
Book 4909, Page 197
	
S/2 SE/4 NE/4, and SE/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma




 



 


	
AWDU
	
Gerald M.  Church and Phyllis D. Church, Trustees of the Gerald M. and Phyllis D. Church Family Trust
	
David W. Potts Land & Exploration
	
12-Aug-08
	
Book 4909, Page 197
	
S/2 SE/4 NE/4, and SE/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Mary Linda Ayres and Thomas R. Ayres
	
David W. Potts Land & Exploration
	
18-Aug-08
	
Book 4909, Page 174
	
E/2 W/2 NW/4 NE/4, E/2 NW/4 SW/4 NE/4 and W/2 SW/4 NW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Mary Linda Ayres and Thomas R. Ayres
	
David W. Potts Land & Exploration
	
18-Aug-08
	
Book 4909, Page 174
	
E/2 W/2 NW/4 NE/4, E/2 NW/4 SW/4 NE/4 and W/2 SW/4 NW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Donna Lee Elmore
	
David W. Potts Land & Exploration
	
12-Aug-08
	
Book 4929, Page 113
	
E/2 E/2 NW/4 NE/4 and, E/2 NE/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Cecil A. Arnold and Kathryn Arnold, Trustees of the Cecil A. Arnold Family Revocable Trust
	
David W. Potts Land & Exploration
	
12-Aug-08
	
Book 4929, Page 115
	
W/2 E/2 NW/4 NE/4 and, W/2 NE/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Lauren Mobley Harrell Property Trust U/T/A dated 4/18/2002
	
RDT Properties, Inc.
	
1-Feb-10
	
Book 5134, Page 243
	
The Deese Formation underlying the SW/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Charlotte L. Henderson
	
RDT Properties, Inc.
	
1-Mar-10
	
Book 5149, Page 156
	
W/2 NW/4 NW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Ada Mildred Moller, deceased apparent heir of Marc S. Moller
	
RDT Properties, Inc.
	
1-Feb-10
	
Book 5134, Page 252
	
S/2 SE/4 NE/4 and SE/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Kathryn S. Miller-Evans aka Kathryn Stern Moller
	
RDT Properties, Inc.
	
1-Feb-10
	
Book 5143, Page 94
	
S/2 SE/4 NE/4 and SE/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
John Charles Murphy
	
RDT Properties, Inc.
	
1-Mar-10
	
Book 5134, Page 254 

corrected Book 5141, Page 240
	
N/2 N/2 SE/4 and SW/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Raymon Stoker
	
RDT Properties, Inc.
	
1-Mar-10
	
Book 5138, Page 60
	
SE/4 NE/4 and W/2 NE/4 less SW/4 SW/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Merco of Oklahoma, Inc
	
RDT Properties, Inc.
	
1-Feb-10
	
Book 5128, Page 233
	
NE/4 NE/4of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
ECS Production, LLC
	
RDT Properties, Inc.
	
1-Feb-10
	
Book 5134, Page 246
	
NE/4 NE/4of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Charles M. Lynch
	
RDT Properties, Inc.
	
1-Feb-10
	
Book 5271, Page 11
	
N/2 N/2 SE/4 NE/4of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma




 



 


	
AWDU
	
Ross W. Coe Trust
	
RDT Properties, Inc.
	
21-Jun-10
	
Book 5178, Page 113
	
NE/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Jack Pot Irrevocable Trust dated 9/30/1977
	
RDT Properties, Inc.
	
1-Feb-10
	
Book 5183, Page 148
	
NE/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Euna Mae Heenan Trust
	
RDT Properties, Inc.
	
1-Mar-10
	
Book 5183, Page 141
	
NE/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Robert A. Hefner IV Trust
	
RDT Properties, Inc.
	
1-Mar-10
	
Book 5183, Page 154 
	
NE/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Charles Ray Hefner Trust
	
RDT Properties, Inc.
	
1-Feb-10
	
Book 5183, Page 150 
	
NE/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Catherine Eva Hefner Trust
	
RDT Properties, Inc.
	
1-Mar-10
	
Book 5183, Page 152 
	
NE/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Cynthia Ann Corley Trust
	
RDT Properties, Inc.
	
18-Mar-10
	
Book 5134, Page 248 
	
W/2 NE/4 and SE/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Charles D. Gandillon
	
RDT Properties, Inc.
	
1-Feb-10
	
Book 5128, Page 93 
	
W/2 NW/4 NW/4 SE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Dorris O. Coffey
	
J.M. Huber Corporation
	
20-Jan-68
	
Book 578, Page 626
	
E/2 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Billy Jack Stringer
	
David W. Potts Land & Exploration
	
24-Jul-08
	
Book 4883, Page 75
	
S/2 SW/4, S/2 S/2 N/2 SW/4 and, S/2 N/2 S/2 N/2 SW/4 of Section 33, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Anna Louise Grissom
	
David W. Potts Land & Exploration
	
25-Jul-08
	
Book 4909, Page 189
	
S/2 SW/4, S/2 S/2 N/2 SW/4 and, S/2 N/2 S/2 N/2 SW/4 of Section 33, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Milford Corporation
	
David W. Potts Land & Exploration
	
10-Sep-08
	
Book 4909, Page 228
	
S/2 SW/4, S/2 S/2 N/2 SW/4 and, S/2 N/2 S/2 N/2 SW/4 of Section 33, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Jones-Kalkman Mineral Company, a partnership composed of LaWayne E. Jones & Joe Kalkman
	
RDT Properties, Inc.
	
21-May-10
	
Book 5183, Page 156
	
W/2 NW/4 NE/4 SE/4 and NW/4 SE/4 and SW/4 NE/4 SE/4 and N/2 SW/4 SE/4 and NW/4 SE/4 SE/4 and E/2 NW/4 NE/4 SE/4 and E/2 NE/4 SE/4 of Section 33, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Lisa Ingram
	
Reagan Smith Energy Solutions, Inc.
	
15-Jun-10
	
Book 5171, Page 74
	
W/2 NW/4 NE/4 SE/4, NW/4 SE/4, SW/4 NE/4 SE/4 and N/2 SW/4 SE/4 and NW/4 SE/4 SE/4 of Section 33, Township 4 South, Range 1 East
	
Carter County, Oklahoma




 



 


	
AWDU
	
Angelitta  Wildermuth
	
Reagan Smith Energy Solutions, Inc.
	
15-Jun-10
	
Book 5171, Page 76
	
W/2 NW/4 NE/4 SE/4, NW/4 SE/4, SW/4 NE/4 SE/4 and N/2 SW/4 SE/4 and NW/4 SE/4 SE/4 of Section 33, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Shawna Whitecotton
	
Reagan Smith Energy Solutions, Inc.
	
16-Jun-10
	
Book 5176, Page 46
	
W/2 NW/4 NE/4 SE/4, NW/4 SE/4, SW/4 NE/4 SE/4 and N/2 SW/4 SE/4 and NW/4 SE/4 SE/4 of Section 33, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Diana Starr Linch
	
Reagan Smith Energy Solutions, Inc.
	
15-Jun-10
	
Book 5176, Page 39
	
W/2 NW/4 NE/4 SE/4, NW/4 SE/4, SW/4 NE/4 SE/4 and N/2 SW/4 SE/4 and NW/4 SE/4 SE/4 of Section 33, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Stephenson Bond
	
Reagan Smith Energy Solutions, Inc.
	
15-Jun-10
	
Book 5185, Page 84
	
W/2 NW/4 NE/4 SE/4, NW/4 SE/4, SW/4 NE/4 SE/4 and N/2 SW/4 SE/4 and NW/4 SE/4 SE/4 of Section 33, Township 4 South, Range 1 East
	
Carter County, Oklahoma

	
AWDU
	
Everett B. Buckholtz, et ux
	
Don Cude
	
15-Nov-67
	
Book 578, Page 601
	
SW/4 NW/4 SE/4, SW/4 SE/4 (less 5 acs released 6-7-83) of Section 28, Township 4 South, Range 1 East & S/2 NW/4, S/2 N/2 NW/4, W/2 NE/4, W/2 E/2 NE/4, SE/4 SE/4 NE/4, N/2 NW/4 SW/4, N/2 N/2 S/2 NW/4 SW/4, N/2 NW/4 SE/4, SW/4 NW/4 SE/4, NW/4 SW/4 SE/4 of Section 33, Township 4 South, Range 1 East 
	
Carter County, Oklahoma

	
AWDU
	
J.B. Rickets
	
Don Cude
	
15-Nov-67
	
Book 578, Page 603
	
S/2 NW/4, S/2 N/2 NW/4, W/2 NE/4, W/2 E/2 NE/4, SE/4 SE/4 NE/4, N/2 NW/4 SW/4, N/2 N/2 S/2 NW/4 SW/4 of Section 33, Township 4 South, Range 1 East 
	
Carter County, Oklahoma

	
AWDU
	
Don A. Rickets
	
Don Cude
	
15-Nov-67
	
Book 578, Page 605
	
S/2 NW/4, S/2 N/2 NW/4, W/2 NE/4, W/2 E/2 NE/4, SE/4 SE/4 NE/4, N/2 NW/4 SW/4, N/2 N/2 S/2 NW/4 SW/4 of Section 33, Township 4 South, Range 1 East 
	
Carter County, Oklahoma




 



 


	
AWDU
	
Cheryl Gray Rickets
	
Don Cude
	
27-Nov-67
	
Book 578, Page 607
	
S/2 NW/4, S/2 N/2 NW/4, W/2 NE/4, W/2 E/2 NE/4, SE/4 SE/4 NE/4, N/2 NW/4 SW/4, N/2 N/2 S/2 NW/4 SW/4, of Section 33, Township 4 South, Range 1 East 
	
Carter County, Oklahoma

	
AWDU
	
Guy M. Harris
	
Don Cude
	
30-Nov-67
	
Book 578, Page 609
	
S/2 NW/4, S/2 N/2 NW/4, W/2 NE/4, W/2 E/2 NE/4, SE/4 SE/4 NE/4, N/2 NW/4 SW/4, N/2 N/2 S/2 NW/4 SW/4, N/2 NW/4 SE/4, SW/4 NW/4 SE/4   of Section 33, Township 4 South, Range 1 East 
	
Carter County, Oklahoma

	
AWDU
	
Christine Rickets Harrison
	
Don Cude
	
2-Jan-68
	
Book 578, Page 612
	
S/2 NW/4, S/2 N/2 NW/4, W/2 NE/4, W/2 E/2 NE/4, SE/4 SE/4 NE/4, N/2 NW/4 SW/4, N/2 N/2 S/2 NW/4 SW/4, of Section 33, Township 4 South, Range 1 East 
	
Carter County, Oklahoma

	
AWDU
	
Marion C. Cruce et ux
	
C.W. Van Eaton
	
31-Jan-69
	
Book 592, Page 440
	
S/2 N/2 NW/4, SW/4 NW/4 NE/4, NW/4 SW/4 NE/4of Section 33, Township 4 South, Range 1 East 
	
Carter County, Oklahoma

	
AWDU
	
Eliza Cruce Hall et vir
	
C.W. Van Eaton
	
31-Jan-69
	
Book 592, Page 442
	
S/2 N/2 NW/4, SW/4 NW/4 NE/4, NW/4 SW/4 NE/4of Section 33, Township 4 South, Range 1 East 
	
Carter County, Oklahoma

	
AWDU
	
C.W. Van Eaton
	
J.M. Huber Corporation
	
13-Feb-69
	
Book 592, Page 446
	
S/2 NW/4, N/2 NW/4 SW/4, N/2 N/2 S/2 NW/4 SW/4, NW/4 NW/4 NE/4, E/2 W/2 NE/4, SW/4 SW/4 NE/4, W/2 E/2 NE/4, SE/4 SE/4 NE/4, S/2 N/2 NW/4, SW/4 NW/4 NE/4, NW/4 SW/4 NE/4, N/2 NW/4 SE/4, SW/4 NW/4 SE/4, NW/4 SW/4 SE/4 of Section 33, Township 4 South, Range 1 East 
	
Carter County, Oklahoma

	
AWDU
	
Dorris O. Coffey
	
J.M. Huber Corporation 
	
20-Jan-68
	
Book 578, Page 626
	
NW/4 SW/4 SW/4 less east 250 ft. of south 211ft., SW/4 SW/4 SW/4 less east 250 ft. of Section 28, Township 4 South, Range 1 East & N/2 N/2 NW/4 of Section 33, Township 4 South, Range 1 East & NE/4 NE/4 of Section 32, Township 4 South, Range 1 East
	
Carter County, Oklahoma




 

 

 





 



 


	
Property
	
Lessor:
	
Lessee:
	
Date:
	
Recorded:
	
Description:
	
County, State

	
HDSU
	
Zelda Danna Paschall, as widow
	
W. M Bryan, Inc.
	
28-Nov-78
	
Book 236, Page 792
	
All of Lots 1, 2 and 3 of Section 7-6S-1W
	
Love County, OK

	
HDSU
	
Frances Dixon
	
James L. Kirk
	
5/22/1979
	
Book 242, Page 131
	
E/2 SE/4 SW/4 & SW/4 SE/4 SW/4 of Section 6-6S-1W
	
Love County, OK

	
HDSU
	
Sun Oil Company
	
Samedan
	
4/1/1980
	
Book 262, Page 306
	
E/2 SE/4 SW/4 & SW/4 SE/4 SW/4 of Section 6-6S-1W
	
Love County, OK

	
HDSU
	
Jerome C Sullivan Jr and Marilynn V Sullivan, his wife and Sonja Sullivan Adams, a single person
	
Brooks Hall Oil Corporation
	
9-Dec-80
	
Book 269, Page 481
	
E/2 SW/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Jerome C. Sullivan, Jr. et ux & Sonja Sullivan Adams
	
Brooks Hall Oil Corporation
	
9-Dec-80
	
Book 269, Page 481
	
E/2 SW/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Samedan Oil Corporation
	
Nondorf Oil & Gas, Inc.
	
24-Feb-82
	
Book 290, Page 376
	
Lot 2 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
The Hefner Company
	
T.C. Craighead 
	
24-Jun-78
	
Book 233, Page 168
	
Lots 1 & 2 of Section 1-6S-2W,
	
Love County, OK

	
HDSU
	
J.E. Devine
	
T.C. Craighead 
	
12-Jun-78
	
Book 233, Page 174
	
Lots 1 & 2 of Section 1-6S-2W, 
	
Love County, OK

	
HDSU
	
J.E. Devine
	
T.C. Craighead 
	
12-Jun-78
	
Book 233, Page 174
	
Lots 1 & 2 of Section 1-6S-2W, Insofar and only insofar as said Lease covers the W/2 NE/4
	
Love County, OK

	
HDSU
	
Jane Sanders Galt
	
Tom R. Gray, Jr.
	
29-Dec-75
	
Book 217, Page 523
	
Lots 1 & 2 of Section 1-6S-2W, Insofar and only insofar as said Lease covers the W/2 NE/4
	
Love County, OK

	
HDSU
	
Ruby Justin
	
T.C. Craighead 
	
12-Jun-78
	
Book 233, Page 172
	
Lots 1 &2 of Section 1-6S-2W, 
	
Love County, OK

	
HDSU
	
Wilma Choate, Willis Choate III, Marjorie Norene Choate
	
T.C. Craighead 
	
12-Jun-78
	
Book 233, Page 170
	
Lots 1 &2 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Ruby Justin
	
T.C. Craighead 
	
12-Jun-78
	
Book 233, Page 172
	
Lots 1 &2 of Section 1-6S-2W, Insofar and only insofar as said lease covers the W/2 NE/4
	
Love County, OK

	
HDSU
	
Wilma Choate, Willis Choate III, Marjorie Norene Choate
	
T.C. Craighead 
	
12-Jun-78
	
Book 233, Page 171
	
Lots 1 &2 of Section 1-6S-2W, Insofar and only insofar as said lease covers the W/2 NE/4
	
Love County, OK

	
HDSU
	
Mary Alice Scheflow & O. W., w/h; & Addison Burr Foss
	
T. C. Craighead
	
11/21/1975
	
Book 217, Page 51
	
Lots 3 & 4 & S/2 NW/4 aka NW/4 of Section 6-6S-1W
	
Love County, OK

	
HDSU
	
Paul D. Sullivan Jr., Mercedes Curry, Patrick Sullivan & Frances Dunbar
	
T.C. Craighead
	
18-Mar-74
	
Book 205, Page 82
	
Lots 6 & 7 aka W/2 SW/4 of Section 6-6S-1W
	
Love County, OK

	
HDSU
	
Paul D. Sullivan Jr., Mercedes Curry, Patrick Sullivan, Frances Dunbar
	
T.C. Craighead
	
5-Mar-74
	
Book 205, Page 82
	
Lots 6 & 7 aka W/2 SW/4 of Section 6-6S-1W
	
Love County, OK




 



 


	
HDSU
	
Gladys Pearl Cox, a widow
	
Patrick Dailey, Inc.
	
19-Nov-82
	
Book 302, Page 7
	
N/2 NE/4 SE/4 and N/2 S/2 NE/4 SE/4 of Section 2-6S-2W
	
Love County, OK

	
HDSU
	
Maggie L. Stevens, formerly Evans, and Roy Stevens, wife and husband
	
Patrick Dailey, Inc.
	
19-Nov-82
	
Book 302, Page 9
	
N/2 NE/4 SE/4 and N/2 S/2 NE/4 SE/4 of Section 2-6S-2W
	
Love County, OK

	
HDSU
	
Alta Carter
	
J.D. Simmons, Inc.
	
18-Dec-78
	
Book 240, Page 93
	
N/2 SE/4 SW/4 & SE/4 SE/4 SW/4 of Section 7-6S-1W
	
Love County, OK

	
HDSU
	
Jess Aderholt
	
J.D. Simmons, Inc.
	
18-Dec-78
	
Book 239, Page 847
	
N/2 SE/4 SW/4 & SE/4 SE/4 SW/4 of Section 7-6S-1W
	
Love County, OK

	
HDSU
	
Louise Mitchell
	
J.D. Simmons, Inc.
	
18-Dec-78
	
Book 239, Page 849
	
N/2 SE/4 SW/4 & SE/4 SE/4 SW/4 of Section 7-6S-1W
	
Love County, OK

	
HDSU
	
Joe Martin Jr.
	
H. L. Gaston III
	
5/24/2006
	
Book 627, Page 138
	
N/2 SW/4 SW/4 of Section 8-6S-1W
	
Love County, OK

	
HDSU
	
Larry Martin
	
H. L. Gaston III
	
5/24/2006
	
Book 629, Page 80
	
N/2 SW/4 SW/4 of Section 8-6S-1W
	
Love County, OK

	
HDSU
	
Jeanne Kay Ladouceur, Now Cockrill, & James W., w/h
	
Murrco Inc.
	
6/13/2003
	
Book 583, Page 25
	
N/2, less SE/4 SE/4 NW/4 & SW/4 SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
J. E. Devine
	
T.C. Craighead 
	
27-Jun-78
	
Book 233, Page 154
	
NE NW & E/2 NW NW & E/2 SE NW & a 21 acre tract,
	
Love County, OK

	
HDSU
	
Jess Aderholt
	
J. D. Simmons, Inc.
	
12/18/1978
	
Book 239, Page 847
	
NE/4 NE/4 NW/4 & N/2 NE/4 & E/2 SE/4 NE/4 & SE/4 SW/4 & SE/4 SE/4 SW/4 of Section 7-6S-1W
	
Love County, OK

	
HDSU
	
Lawrence S. McGee Jr. & Mary McGee Boggs
	
Nondorf Oil & Gas Inc.
	
16-Dec-80
	
Book 269, Page 841
	
NE/4 NE/4, N/2 SE/4 NE/4, SW/4 SE/4 NE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
J. E. Devine
	
T.C. Craighead
	
27-Jun-78
	
Book 233, Page 154
	
NE/4 NW/4 & E/2 NW/4 NW/4 & E/2 SE/4 NW/4 & a 20 acre tract described as: beginning at a point 220 yards W of center of Sec. 8, thence W 210 yards, N 400 yards, W 230 yards, N 40 yards, E 440 yards and S 440 yards to point of beginning, all in Section 8-6S-1W
	
Love County, OK

	
HDSU
	
MCBA Van Eaton Partnership
	
Philip M. Lowry
	
6/20/1982
	
Book 296, Page 187
	
NE/4 NW/4 SE/4 of Section 2, Township 6 South, Range 2 West
	
Love County, OK

	
HDSU
	
Neil R Monson & Juanita R. Monson Revocable Living Trust
	
H. L. Gaston III
	
4/8/2005
	
Book 609, Page 231
	
NE/4 NW/4 SW/4 & NW/4 NE/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Alfred A. Drummond
	
The Anschutz Corporation
	
25-Jun-81
	
Book 287, Page 447
	
NE/4 NW/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
L.A. Edwards, Jr. Testamentary Trustee under the Last Will and Testament of L. A. Edwards, deceased
	
Nondorf Oil & Gas, Inc.
	
25-Nov-85
	
Book 359, Page 24
	
NW/4 NE/4 of Section 1-6S-2W
	
Love County, OK




 



 


	
HDSU
	
Billie Ann Carnes
	
H. L. Gaston III
	
12/8/2004
	
Book 604, Page 610
	
NW/4 NW/4 SW/4 & SE/4 NW/4 SW/4 & SW/4 NE/4 SW/4 & E/2 SW/4 SW/4 & N/2 NW/4 SE/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Curtis Combs
	
H. L. Gaston III
	
12/8/2024
	
Book 608, Page 396
	
NW/4 NW/4 SW/4 & SE/4 NW/4 SW/4 & SW/4 NE/4 SW/4 & E/2 SW/4 SW/4 & N/2 NW/4 SE/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Yvonne Hammond
	
H. L. Gaston III
	
12/23/2004
	
Book 605, Page 271
	
NW/4 NW/4 SW/4 & SE/4 NW/4 SW/4 & SW/4 NE/4 SW/4 & E/2 SW/4 SW/4 & N/2 NW/4 SE/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Bridget Ann Sullivan, now Wicklander
	
Nondorf Oil & Gas, Inc
	
16-Nov-82
	
Book 302, Page 3
	
NW/4 NW/4, N/2 SW/4 NW/4, SW/4 SW/4 NW/4, of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Jane Sullivan Elam
	
Nondorf Oil & Gas, Inc
	
16-Nov-82
	
Book 302, Page 5
	
NW/4 NW/4, N/2 SW/4 NW/4, SW/4 SW/4 NW/4, of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Elizabeth Elaine Horton, a widow
	
James W. Williams
	
15-Sep-78
	
Book 234, Page 747
	
NW/4 SE/4 & NE/4 SW/4 of Section 7-6S-1W
	
Love County, OK

	
HDSU
	
Fay B. Brown
	
James W. Williams
	
15-Sep-78
	
Book 234, Page 749
	
NW/4 SE/4 & NE/4 SW/4 of Section 7-6S-1W
	
Love County, OK

	
HDSU
	
Joyce Cook now Washburn
	
James W. Williams
	
15-Sep-78
	
Book 234, Page 745
	
NW/4 SE/4 & NE/4 SW/4 of Section 7-6S-1W
	
Love County, OK

	
HDSU
	
Frances Dunbar
	
Tom R. Grey, Jr.
	
2/3/1976
	
Book 219, Page 91
	
NW/4 SW/4 & NW/4 SE/4 SW/4 of Section 6-6S-1W
	
Love County, OK

	
HDSU
	
Paul D. Sullivan, Patrick D. Sullivan & Mercedes Curry
	
Tom R. Gray Jr.
	
12/8/1975
	
Book 217, Page 527
	
NW/4 SW/4 & NW/4 SE/4 SW/4 of Section 6-6S-1W
	
Love County, OK

	
HDSU
	
Douglas C. Dillard
	
Neil R. & Juanita Monson
	
7/18/1983
	
Book 312, Page 172
	
S/2 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
James L. Steel
	
Bill J. Brown, assigned to Edwin L. Cox & Berry R. Cox
	
7/13/1983
	
Book 315, Page 730
	
S/2 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Marcella L. Deakins
	
Edwin L. Cox & Berry R. Cox
	
6/10/1983
	
Book 313, Page 126
	
S/2 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Robert S. Hill & Betty, h/w
	
Edwin L. Cox & Berry R. Cox
	
6/10/1983
	
Book 313, Page 126
	
S/2 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Kathleen Lois Pickner
	
Neil R. & Juanita Monson
	
3/10/1983
	
Book 306, Page 38
	
S/2 NE/4 of Section 2-6S-2W
	
Love County, OK

	
HDSU
	
Margaret Pride
	
Neil R. & Juanita Monson
	
6/8/1983
	
Book 310, Page 138
	
S/2 NE/4 of Section 2-6S-2W
	
Love County, OK

	
HDSU
	
Betty Dvorak
	
H. L. Gaston III
	
2/11/2005
	
Book 607, Page 41
	
S/2 NE/4 SE/4 & SE/4 SE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Billie Marie Lindsey
	
H. L. Gaston III
	
2/11/2005
	
Book 607, Page 37
	
S/2 NE/4 SE/4 & SE/4 SE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
George E. Miller Jr. Revocable Trust
	
H. L. Gaston III
	
9/19/2006
	
Book 632, Page 545
	
S/2 NE/4 SE/4 & SE/4 SE/4 of Section 12-6S-2W
	
Love County, OK




 



 


	
HDSU
	
Goodland Presbyterian Children’s Home
	
H. L. Gaston III
	
2/11/2005
	
Book 608, Page 519
	
S/2 NE/4 SE/4 & SE/4 SE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Joe Martin Jr. & Linda, h/w
	
H. L. Gaston III
	
4/11/2005
	
Book 609, Page 15
	
S/2 NE/4 SE/4 & SE/4 SE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Love Co. Board of Commissioners
	
H. L. Gaston III
	
3/16/2005
	
Book 608, Page 452
	
S/2 NE/4 SE/4 & SE/4 SE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Marilyn Wint
	
H. L. Gaston III
	
2/11/2005
	
Book 607, Page 165
	
S/2 NE/4 SE/4 & SE/4 SE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Peggy Joyce Nadolski
	
H. L. Gaston III
	
2/11/2005
	
Book 606, Page 797
	
S/2 NE/4 SE/4 & SE/4 SE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Verla Jean Evans
	
H. L. Gaston III
	
2/11/2005
	
Book 606, Page 799
	
S/2 NE/4 SE/4 & SE/4 SE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Lawrence A Watt, heir of Edith G. Watt, dec.
	
H. L. Gaston III
	
4/4/2006
	
Book 627, Page 138
	
S/2 SW/4 SW/4 & SE/4 SW/4 of Section 8-6S-1W
	
Love County, OK

	
HDSU
	
Jerome C. Sullivan Jr. et ux. & Sonja Sullivan Adams
	
T. C. Craighead
	
3/6/1974
	
Book 205, Page 168
	
SE/4 1-6S-2W
	
Love County, OK

	
HDSU
	
Jerome C. Sullivan, Jr. and Marilyn V. Sullivan, his wife; and Sonja Sue Sullivan, now Adams and Peter D. Adams, her husband
	
T.C. Craighead
	
6-Mar-74
	
Book 250, Page 168
	
SE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Jerome C. Sullivan Jr., et ux & Sonja Sullivan Adams
	
T.C. Craighead 
	
6-Mar-74
	
Book 205, Page 168
	
SE/4 of Section 1-6S-2W 
	
Love County, OK

	
HDSU
	
H.L. Locke
	
C.C. Wilkins
	
20-Dec-77
	
Book 231, Page 95
	
SE/4 SE/4 SE/4 & E/2 SW/4 SE/4 SE/4 of Section 2-6S-2W
	
Love County, OK

	
HDSU
	
Lawrence A Watt, heir of Edith G. Watt, dec.
	
H. L. Gaston III
	
4/4/2006
	
Book 627, Page 138
	
SE/4 SW/4 & S/2 SW/4 SW/4 of Section 8-6S-1W
	
Love County, OK

	
HDSU
	
Alfred A. Drummond
	
Anschutz Corporation
	
6/25/1981
	
Book 287, Page 447
	
SE/4 SW/4 NW/4 & SW/4 SE/4 NW/4 & NW/4 NE/4 SW/4 & NE/4 NW/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Charles Guy Tate
	
Patrick Dailey
	
23-Jul-82
	
Book 297, Page 186
	
SE/4 SW/4 NW/4 & SW/4 SE/4 NW/4 & NW/4 NE/4 SW/4 & NE/4 NW/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Gwendolyn Gentry
	
Patrick Dailey
	
23-Jul-82
	
Book 297, Page 188
	
SE/4 SW/4 NW/4 & SW/4 SE/4 NW/4 & NW/4 NE/4 SW/4 & NE/4 NW/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
James L Steel
	
Nondorf Oil & Gas, Inc
	
10-Nov-82
	
Book 300, Page 622
	
SE/4 SW/4 NW/4, of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Neil R Monson & Juanita R Monson
	
Nondorf Oil & Gas, Inc
	
10-Nov-82
	
Book 300, Page 620
	
SE/4 SW/4 NW/4, of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Alfred A Drummond
	
The Anschutz Corporation
	
25-Jun-81
	
Book 287, Page 447
	
SE/4 SW/4 NW/4, SW/4 SE/4 NW/4, NW/4 NE/4 SW/4, NE/4 NW/4 SW/4 of Section 12-6S-2W
	
Love County, OK




 



 


	
HDSU
	
Frank G. Weimer
	
Patrick Dailey
	
28-Apr-81
	
Book 276, Page 649
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Gerald Tucker
	
T.C. Craighead
	
12-Jun-78
	
Book 233, Page 160
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Gladys Birdwell
	
T.C. Craighead
	
12-Jun-78
	
Book 233, Page 162
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Gussie Tucker Lay
	
T.C. Craighead
	
12-Jun-78
	
Book 233, Page 166
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Manette L. Bell & Frank S. Bell
	
T.C. Craighead
	
12-Jun-78
	
Book 233, Page 158
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Marsha Hughes
	
Crawford Cameron Jr. 
	
27-Jun-80
	
Book 267, Page 843
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Mary Garth
	
T.C. Craighead
	
13-Feb-81
	
Book 271, Page 526
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Mary Rabbit
	
Crawford Cameron Jr. 
	
27-Jun-80
	
Book 267, Page 847
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Melanie Maxon
	
Crawford Cameron Jr. 
	
27-Jun-80
	
Book 268, Page 361
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Sibyl Futch
	
T.C. Craighead
	
12-Jun-78
	
Book 233, Page 164
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
Steve A. Tucker, Jr.
	
Patrick Dailey
	
2-Feb-81
	
Book 272, Page 588
	
SW/4 NE/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
R.A. Hefner Jr. Trustee
	
ENSTAR Petroleum Company
	
4/10/1984
	
Book 327, Page 102
	
SW/4 SE/4 & S/2 NW/4 SE/4 & NW/4 NW/4 SE/4 of Section 2, Township 6 South, Range 2 West
	
Love County, OK

	
HDSU
	
R.A. Hefner Jr. Trustee
	
ENSTAR Petroleum Company
	
4/10/1984
	
Book 327, Page 105
	
SW/4 SE/4 & S/2 NW/4 SE/4 & NW/4 NW/4 SE/4 of Section 2, Township 6 South, Range 2 West
	
Love County, OK

	
HDSU
	
R.A. Hefner Jr. Trustee
	
ENSTAR Petroleum Company
	
4/10/1984
	
Book 327, Page 108
	
SW/4 SE/4 & S/2 NW/4 SE/4 & NW/4 NW/4 SE/4 of Section 2, Township 6 South, Range 2 West  
	
Love County, OK

	
HDSU
	
The Hefner Company
	
Nondorf Oil & Gas, Inc.
	
1-Aug-84
	
Book 332, Page 557
	
SW/4 SE/4 & S/2 NW/4 SE/4 & NW/4 NW/4 SE/4 of Section 2-6S-2W
	
Love County, OK

	
HDSU
	
The Hefner Company
	
Nondorf Oil & Gas Inc.
	
8/1/1984
	
Book 332, Page 557
	
SW/4 SE/4 and S/2 NW/4 SE/4 and NW/4 NW/4 SE/4 of Section 2-6S-2W
	
Love County, OK

	
HDSU
	
Charles Guy Tate, a married man dealing in his own and separate property
	
Patrick Dailey Inc
	
23-Jul-82
	
Book 297, Page 186
	
SW/4 SE/4 NW/4, SE/4 SW/4 NW/4, NE/4 NW/4 SW/4, NW/4 NE/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Gwendolyn Gentry, a married woman dealing in her own and separate property
	
Patrick Dailey, Inc
	
23-Jul-82
	
Book 297, Page 188
	
SW/4 SE/4 NW/4, SE/4 SW/4 NW/4, NE/4 NW/4 SW/4, NW/4 NE/4 SW/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Roberta Anne Boland, a single woman
	
Patrick Dailey Inc
	
23-Jul-82
	
Book 297, Page 184
	
SW/4 SE/4 NW/4, SE/4 SW/4 NW/4, NE/4 NW/4 SW/4, NW/4 NE/4 SW/4 of Section 12-6S-2W
	
Love County, OK




 



 


	
HDSU
	
Lawrence S McGee, Jr. and Mary McGee Boggs
	
Nondorf Oil & Gas, Inc. 
	
16-Dec-80
	
Book 269, Page 839
	
W/2 NE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
The Tippit Trust
	
H. L. Gaston III
	
12/8/2004
	
Book 604, Page 298
	
W/2 SE/4 of Section 12-6S-2W
	
Love County, OK

	
HDSU
	
Norwich University
	
H. L. Gaston III
	
7/10/2006
	
Book 629, Page 266
	
W/2 SE/4 of Section 6-6S-1W
	
Love County, OK

	
HDSU
	
Pamela Riddle Richardson
	
H. L. Gaston III
	
2/15/2005
	
Book 607, Page 276
	
W/2 SE/4 of Section 6-6S-1W
	
Love County, OK

	
HDSU
	
Pamela Riddle Richardson Trust
	
H. L. Gaston III
	
2/15/2005
	
Book 607, Page 278
	
W/2 SE/4 of Section 6-6S-1W
	
Love County, OK

	
HDSU
	
Jerome C. Sullivan Jr. et ux. & Sonja Sullivan Adams
	
Brooks Hall Oil Corporation
	
12/9/1980
	
Book 269, Page 479
	
W/2 SW/4 1-6S-2W
	
Love County, OK

	
HDSU
	
Jerome C. Sullivan, Jr. et ux & Sonja Sullivan Adams
	
Brooks Hall Oil Corporation
	
9-Dec-80
	
Book 269, Page 479
	
W/2 SW/4 of Section 1-6S-2W
	
Love County, OK

	
HDSU
	
H. G. Nelms estate
	
H. L. Gaston III
	
1/25/2006
	
Book 628, Page 396
	
W/2 SW/4 SW/4 & SW/4 NW/4 SW/4 & S/2 SE/4 SW/4 of Section 12-6S-2W
	
Love County, OK




 


	
 
	
It is the intent for this instrument to assign and include all of Assignors right title and interest in and to all wells, interests and lands in All of Section 1, the East Half (E/2) of Section 2, the North Half of the Northeast Quarter (N/2 NE/4) of Section 11 and All of Section 12 of Township 6 South, Range 2 West, and the West Half  and the Southwest Quarter of the Southeast Quarter (W/2 and SW/4 SE/4) of Section 6, all of Section 7 and the West Half (W/2) of Section 8, Township 6 South, Range 1 West, Love County, Oklahoma, whether such interests and/or wells are properly described herein or not, including the following:
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
Highlands Deese Sand Unit  covered by Oklahoma Corporation Commission Order No. 553162, Cause CD No:  200703221-T/O, dated April 8th 2008, covering All of Section 1, the East Half (E/2) of Section 2, the North Half of the Northeast Quarter (N/2 NE/4) of Section 11 and All of Section 12 of Township 6 South, Range 2 West, and the West Half  and the Southwest Quarter of the Southeast Quarter (W/2 and SW/4 SE/4) of Section 6, all of Section 7 and the West Half (W/2) of Section 8, Township 6 South, Range 1 West, Love County, Oklahoma containing 2964.3 acres, more or less
	
 




 


	
Property
	
Lessor:
	
Lessee:
	
Date:
	
Recorded:
	
Description:
	
County, State

	
BSDSU
	
Susan M. Merkel
	
Arbuckle Enterprises, Inc.
	
1-Jun-05
	
Book 612, Page 230
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NE/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Gladys M. Holt
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 609, Page 178
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Alta Mapp
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 608, Page 835
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Willie Allen Bowden
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 608, Page 833
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Robert O. Bowden
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 608, Page 831
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK




 



 


	
BSDSU
	
Joan M. Akers
	
Arbuckle Enterprises, Inc.
	
18-Nov-04
	
Book 606, Page 606
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Novella Shebester
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 608, Page 819
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Jimmy H. Bowden
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 608, Page 821
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Bobby R. Bowden
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 608, Page 823
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Anna Jean Cullum
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 608, Page 825
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Charles D. Bowden
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 608, Page 827
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Paula Phillips
	
Arbuckle Enterprises, Inc.
	
20-Apr-05
	
Book 608, Page 829
	
E/2 NW/4 NW/4, SW/4 NE/4 NW/4 & E/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Bruce E. Davis, Successor Trustee ULWT Marie Giffey 
	
Arbuckle Enterprises, Inc.
	
30-Jun-05
	
Book 613, Page 695
	
E/2 NW/4 of Section 21, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Rita Jean Teafatiller, now Gantt
	
Arbuckle Enterprises, Inc.
	
18-Nov-04
	
Book 604, Page 239
	
N/2 NE/4 NW/4 and SE/4 NE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Jack Rhea Jones
	
Arbuckle Enterprises, Inc.
	
18-Nov-04
	
Book 604, Page 243
	
N/2 NE/4 NW/4 and SE/4 NE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Crawford Cameron, Jr.
	
Arbuckle Enterprises, Inc.
	
1-Feb-05
	
Book 611, Page 462
	
N/2 NE/4 NW/4 and SE/4 NE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
James E. Cruson
	
Arbuckle Enterprises, Inc.
	
25-May-05
	
Book 612, Page 814
	
N/2 NE/4 NW/4 and SE/4 NE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Edward Lewis Cruson
	
Arbuckle Enterprises, Inc.
	
25-May-05
	
Book 612, Page 228
	
N/2 NE/4 NW/4 and SE/4 NE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Paschall Properties, Inc.
	
Arbuckle Enterprises, Inc.
	
23-Nov-04
	
Book 605, Page 138
	
N/2 SE/4 SE/4 and SW/4 SE/4 SE/4 of Section 20, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Susan P. Paschall Inter Vivos Trust No. 1
	
Arbuckle Enterprises, Inc.
	
23-Nov-04
	
Book 605, Page 135
	
N/2 SE/4 SE/4 and SW/4 SE/4 SE/4 of Section 20, Township 6 South, Range 1 West 
	
Love County, OK




 



 


	
BSDSU
	
Maurine Graves Trust, dated February 18, 1998
	
Arbuckle Enterprises, Inc.
	
23-Nov-04
	
Book 604, Page 773
	
NE/4 NE/4 NW/4 of Section 18, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Willis Martin
	
Crawford Cameron, Jr.
	
2-Dec-80
	
Book 269, Page 608
	
NW/4 NW/4 of Section 16, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Marie J. Giffey Trust
	
Crawford Cameron, Jr.
	
2-Dec-80
	
Book 269, Page 618
	
NW/4 NW/4 of Section 16, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Hunter P. Davis
	
Crawford Cameron, Jr.
	
2-Dec-80
	
Book 269, Page 620
	
NW/4 NW/4 of Section 16, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Bruce E. Davis, Trustee
	
Arbuckle Enterprises, Inc.
	
1-Feb-05
	
Book 606, Page 608
	
NW/4 SW/4 of Section 16, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
W. W. Martin, L.L.C.
	
Arbuckle Enterprises, Inc.
	
23-Nov-04
	
Book 604, Page 771
	
NW/4 SW/4 of Section 16, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Pamela Riddle Richardson
	
Arbuckle Enterprises, Inc.
	
18-Nov-04
	
Book 604, Page 79
	
S/2 NE/4 NW/4, N/2 SE/4 NW/4 and SE/4 SE/4 NW/4 of Section 20, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
W. G. Cox Revocable Family Trust, dated November 30,1990
	
Arbuckle Enterprises, Inc.
	
1-Feb-05
	
Book 607, Page 575
	
SE/4 SE/4 SE/4 of Section 20, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Shaw Energy, Inc. 
	
Arbuckle Enterprises, Inc.
	
1-Feb-05
	
Book 607, Page 579
	
SE/4 SE/4 SE/4 of Section 20, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Kenneth Speer 
	
Arbuckle Enterprises, Inc.
	
1-Feb-05
	
Book 607, Page 577
	
SE/4 SE/4 SE/4 of Section 20, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
C. W. Chapman
	
J. D. Simmons, Inc.
	
10-Jan-79
	
Book 239, Page 463
	
SW/4 NW/4 of Section 16, Township 6 South, Range 1 West
	
Love County, OK

	
BSDSU
	
Turner & Mary E. Roughton
	
J. D. Simmons, Inc.
	
10-Jan-79
	
Book 237, Page 338
	
SW/4 NW/4 of Section 16, Township 6 South, Range 1 West
	
Love County, OK

	
BSDSU
	
Brady H. & Lorene Chambers
	
J. D. Simmons, Inc.
	
30-Nov-78
	
Book 239, Page 375
	
SW/4 NW/4 of Section 16, Township 6 South, Range 1 West
	
Love County, OK

	
BSDSU
	
Baptist Foundation of Oklahoma
	
J. D. Simmons, Inc.
	
19-Mar-79
	
Book 240, Page 859
	
SW/4 NW/4 of Section 16, Township 6 South, Range 1 West
	
Love County, OK

	
BSDSU
	
Joe N. Moxley Family Trust
	
T. C. Craighead
	
22-May-79
	
Book 243, Page 195
	
SW/4 NW/4 of Section 16, Township 6 South, Range 1 West from surface to 10,652’
	
Love County, OK

	
BSDSU
	
Cora G. Lehew
	
Arbuckle Enterprises, Inc.
	
23-Nov-04
	
Book 604, Page 769
	
SW/4 SW/4 of Section 16, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Jane Morris
	
Arbuckle Enterprises, Inc.
	
1-Feb-05
	
Book 607, Page 118
	
SW/4 SW/4 of Section 16, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Suzie Salowe Trust dated July 11, 2001
	
Arbuckle Enterprises, Inc.
	
23-Nov-04
	
Book 605, Page 519
	
W/2 NE/4 NW/4 and S/2 SE/4 NW/4 of Section 18, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
The Nathan Family Trust
	
Arbuckle Enterprises, Inc.
	
23-Nov-04
	
Book 605, Page 522
	
W/2 NE/4 NW/4 and S/2 SE/4 NW/4 of Section 18, Township 6 South, Range 1 West 
	
Love County, OK




 



 


	
BSDSU
	
Judith Citrin
	
Arbuckle Enterprises, Inc.
	
23-Nov-04
	
Book 605, Page 525
	
W/2 NE/4 NW/4 and S/2 SE/4 NW/4 of Section 18, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Ricky & Linda Banks
	
Arbuckle Enterprises, Inc.
	
18-Nov-04
	
Book 606, Page 600
	
W/2 NW/4 NW/4, SW/4 NW/4 & W/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
David Kent Williams, Ellen Williams Loard &  Becky Williams Evans
	
Arbuckle Enterprises, Inc.
	
18-Nov-04
	
Book 606, Page 602
	
W/2 NW/4 NW/4, SW/4 NW/4 & W/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
J. R. Williams Revocable Trust
	
Arbuckle Enterprises, Inc.
	
18-Nov-04
	
Book 607, Page 573
	
W/2 NW/4 NW/4, SW/4 NW/4 & W/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Lynn Watkins Trust
	
Arbuckle Enterprises, Inc.
	
18-Nov-04
	
Book 604, Page 241
	
W/2 NW/4 NW/4, SW/4 NW/4 & W/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Merco of Oklahoma, Inc.
	
Arbuckle Enterprises, Inc.
	
23-Nov-04
	
Book 610, Page 503
	
W/2 NW/4 NW/4, SW/4 NW/4 & W/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Jim Pool Jr
	
RDT Properties, Inc
	
1-Jun-06
	
Book -629, Page 408
	
E/2 NW/4 of Section 20, Township 6 South, Range 1 West
	
Love County, OK

	
BSDSU
	
Map Resources, Inc.
	
RDT Properties, Inc
	
1-Jun-06
	
Book 629, Page 637
	
W/2 NW/4 NW/4, SW/4 NW/4 & W/2 SE/4 NW/4 of Section 17, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Pamela B Drew
	
RDT Properties, Inc
	
1-Jun-06
	
Book 629, Page 272
	
N/2 SE/4 NW/4 and SE/4 NE/4 NW/4 of Section 18, Township 6 South, Range 1 West 
	
Love County, OK

	
BSDSU
	
Sara Grace Tucker
	
RDT Properties, Inc
	
1-Jun-06
	
Book 631, Page 68
	
N/2 SE/4 NW/4 and SE/4 NE/4 NW/4 of Section 18, Township 6 South, Range 1 West 
	
Love County, OK




 


	
 
	
It is the intent for this instrument to assign and include all of Assignors right, title and interest in and to all wells and interests in the SE/4 of Section 8-6S-1W, W/2 W/2 of Section 16-6S-1W, All of Section 17-6S-1W, E/2 NW/4; NE/4 ; E/2 SE/4 of Section 18-6S-1W, E/2 NW/4; NE/4; E/2 SE/4 of Section 20-6S-1W and W/2 of Section 21-6S-1W, Love County, Oklahoma, whether such interests are properly described herein or not, including but not limited to the following:
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
Battle Springs Deese Sand Unit established under Oklahoma Corporation Commission Order #524732, Cause CD 200507484-T, covering the Southeast Quarter (SE/4) of Section 8 and the East Half of the Northwest Quarter and the East Half of the Southeast Quarter and the Northeast Quarter (E/2 NW/4 & E/2 SE/4 & NE/4) of Section 18 and all of Section 17 and the W/2 of the W/2 (W/2 W/2) of Section 16 and the East Half of the Northwest Quarter and the East Half of the Southeast Quarter and the Northeast Quarter (E/2 NW/4 & E/2 SE/4 & NE/4) of Section 20 and the West Half (W/2) of Section 21 of Township 6 South, Range 1 West, Love County, Oklahoma, containing 1920 acres, more or less.
	
 




 

 





 



 


	
Property
	
Lessor:
	
Lessee:
	
Recorded:
	
Date:
	
Description:
	
County, State

	
EHU
	
Thelma E. Crosby Burnett
	
Arbuckle Enterprises, Inc.
	
Book 618, Page 12
	
9/13/2005
	
W/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Burl and Lamona Bone, husband and wife
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 290
	
12/1/2005
	
W/2 NE/4 NE/4, SE/4 NE/4 and NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Estate of Jack A. Crosby, deceased, Joyce L. Crosby, Personal Representative
	
Arbuckle Enterprises, Inc.
	
Book 637, Page 163
	
12/20/2006
	
W/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Sandra Kay Whitaker
	
Arbuckle Enterprises, Inc.
	
Book 641, Page 349
	
2/6/2007
	
W/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Williams Family Limited Partnership
	
Arbuckle Enterprises, Inc.
	
Book 617, Page 3
	
9/13/2005
	
W/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Susan K. Stroman Fox
	
Arbuckle Enterprises, Inc.
	
Book 617, Page 9
	
9/13/2005
	
E/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Alicia W. Stroman Trust dated April 8, 1982, Marguerite Stroman Russell, sole trustee
	
Arbuckle Enterprises, Inc.
	
Book 618, Page 16
	
9/13/2005
	
E/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Ewing Byron Stroman
	
Arbuckle Enterprises, Inc.
	
Book 617, Page 655
	
9/13/2005
	
E/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
John M. Stroman
	
Arbuckle Enterprises, Inc.
	
Book 617, Page 5
	
9/13/2005
	
E/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Josh H. Stroman
	
Arbuckle Enterprises, Inc.
	
Book 617, Page 7
	
9/13/2005
	
E/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Elmer Stroman Trust dated April 8, 1982, Marguerite Stroman Russell, sole trustee
	
Arbuckle Enterprises, Inc.
	
Book 618, Page 14
	
9/13/2005
	
E/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Victoria H. Tanzman
	
Arbuckle Enterprises, Inc.
	
Book 619, Page 832
	
9/13/2005
	
E/2 NE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Carol Abel 1984 Revocable Trust u/a dated April 17, 1984, Carol Abel Trustee
	
Arbuckle Enterprises, Inc.
	
Book 633, Page 237
	
8/25/2006
	
SE/4 NE/4 and NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Sophia Lea Barker and Jeff O. Barker, wife and husband
	
Arbuckle Enterprises, Inc.
	
Book 619, Page 521
	
10/17/2005
	
SE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Burl and Lamona Bone
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 290
	
12/1/2005
	
W/2 NE/4 NE/4; SE/4 NE/4; NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Ella Jean Cary
	
Arbuckle Enterprises, Inc.
	
Book 618, Page 315
	
10/17/2005
	
SE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Geremy G. Cochran Trust created July 16, 2004, Geremy G. Cochran s/p/a Geremy Guy Cochran, individually and Trustee 
	
Arbuckle Enterprises, Inc.
	
Book 617, Page 11
	
9/13/2005
	
SE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma




 



 


	
EHU
	
Alexia Shipman Hattensty, now Copeland and Loyd J. Copeland, her husband
	
Arbuckle Enterprises, Inc.
	
Book 622, Page 268
	
12/1/2005
	
SE/4 NE/4; NE/4 SE/4  of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Beth Ann Fint
	
Arbuckle Enterprises, Inc.
	
Book 632, Page 761
	
9/21/2006
	
SE/4 NE/4; NE/4 SE/4  of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Lenora Garcia
	
Arbuckle Enterprises, Inc.
	
Book 625, Page 23
	
10/17/2005
	
SE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Wilbert Renick Gates
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 387
	
10/17/2005
	
SE/4 NE/4; NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Ella Joyce Morris
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 385
	
10/17/2005
	
SE/4 NE/4; NE/4 SE/4of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Percival J. Renick and Doris Jean Renick, his wife
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 389
	
10/17/2005
	
SE/4 NE/4; NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Katherine Barkley Adams Rice 
	
Arbuckle Enterprises, Inc.
	
Book 624, Page 810
	
10/17/2005
	
SE/4 NE/4; NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
D. C. Shipman 
	
Arbuckle Enterprises, Inc.
	
Book 619, Page 517
	
10/17/2005
	
SE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Denise Shipman 
	
Arbuckle Enterprises, Inc.
	
Book 622, Page 835
	
10/17/2005
	
SE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Gail Scott Shipman 
	
Arbuckle Enterprises, Inc.
	
Book 619, Page 519
	
10/17/2005
	
SE/4 NE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Lorelie Shipman 
	
Arbuckle Enterprises, Inc.
	
Book 637, Page 666
	
12/18/2006
	
SE/4 NE/4; NE/4 SE/4of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Wanda Fay Smith 
	
Arbuckle Enterprises, Inc.
	
Book 622, Page 696
	
1/6/2006
	
SE/4 NE/4; NE/4 SE/4of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Sophia Lea Barker and Jeff O. Barker, wife and husband 
	
Arbuckle Enterprises, Inc.
	
Book 637, Page 668
	
12/18/2006
	
NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Ella Jean Cary, a widow 
	
Arbuckle Enterprises, Inc.
	
Book 622, Page 276
	
1/4/2006
	
NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Lenora Garcia and John P. Garcia, Jr., wife and husband 
	
Arbuckle Enterprises, Inc.
	
Book 624, Page 339
	
1/4/2006
	
NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
D. C. Shipman and Zelma Shipman, his wife 
	
Arbuckle Enterprises, Inc.
	
Book 622, Page 698
	
1/4/2006
	
NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Denise Shipman, a widow 
	
Arbuckle Enterprises, Inc.
	
Book 622, Page 272
	
1/4/2006
	
NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Gail Scott Shipman 
	
Arbuckle Enterprises, Inc.
	
Book 624, Page 118
	
1/4/2006
	
NE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Opal Brown 
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 293
	
10/17/2005
	
SE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Evelyn Beatrice Henson Revocable Trust, Doyle R Henson Successor Trustee 
	
Arbuckle Enterprises, Inc.
	
Book 635, Page 264
	
11/9/2006
	
SE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Thaylia Suggs a/k/a Thalia J. Suggs 
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 301
	
10/17/2005
	
SE/4 SE/4 of Section 14, Township 6 South, Range 1 West
	
Love County, Oklahoma




 



 


	
EHU
	
Opal Brown 
	
Arbuckle Enterprises, Inc.
	
Book 631, Page 747
	
8/10/2006
	
E/2 SW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Evelyn Beatrice Henson Revocable Trust, Doyle R Henson Successor Trustee 
	
Arbuckle Enterprises, Inc.
	
Book 631, Page 749
	
8/10/2006
	
E/2 SW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Thaylia Suggs a/k/a Thaylia J. Suggs 
	
Arbuckle Enterprises, Inc.
	
Book 631, Page 535
	
8/10/2006
	
E/2 SW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Joan M. Akers 
	
Arbuckle Enterprises, Inc.
	
Book 606, Page 604
	
12/8/2004
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Burl Bone and Lamona Bone, husband and wife 
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 295
	
12/1/2005
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Betty Dvorak 
	
Arbuckle Enterprises, Inc.
	
Book 604, Page 781
	
12/8/2004
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Ralph L. Evans and Helen Evans Family Trust dated October 11, 1993, Linda K. Kirby Successor Trustee
	
Arbuckle Enterprises, Inc.
	
Book 606, Page 598
	
11/23/2004
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Verla Jean Evans 
	
Arbuckle Enterprises, Inc.
	
Book 605, Page 672
	
12/8/2004
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Kerry K. Freeman 
	
Arbuckle Enterprises, Inc.
	
Book 634, Page 778
	
10/23/2006
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Goodland Presbyterian Children’s Home 
	
Arbuckle Enterprises, Inc.
	
Book 621, Page 10
	
12/8/2005
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Carol M. Green 
	
Arbuckle Enterprises, Inc.
	
Book 637, Page 664
	
12/28/2006
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Board of County Commissioners of Love County OK 
	
Arbuckle Enterprises, Inc.
	
Book 621, Page 315
	
12/8/2005
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Harris Bennett Mannahan 
	
Arbuckle Enterprises, Inc.
	
Book 638, Page 729
	
2/6/2007
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
John Charles Mannahan 
	
Arbuckle Enterprises, Inc.
	
Book 638, Page 727
	
2/6/2007
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Darleen Freeman now Manning a/k/a Darleen Manning a/k/a Darlene Manning 
	
Arbuckle Enterprises, Inc.
	
Book 634, Page 776
	
10/23/2006
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Elizabeth Gail Seago 
	
Arbuckle Enterprises, Inc.
	
Book 638, Page 342
	
1/2/2007
	
NE/4 NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Joe and Linda Martin Revocable Trust dated 1/17/02
	
Arbuckle Enterprises, Inc.
	
Book 604, Page 777
	
12/8/2004
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Charlotte Seago 
	
Arbuckle Enterprises, Inc.
	
Book 640, Page 350
	
1/11/2007
	
NE/4 NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma




 



 


	
EHU
	
Elaine I. Shine 
	
Arbuckle Enterprises, Inc.
	
Book 605, Page 517
	
11/23/2004
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Winifred Randall Shine Living Trust, Winifred Randall Shine Trustee 
	
Arbuckle Enterprises, Inc.
	
Book 605, Page 515
	
12/8/2004
	
NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Patricia Ann Goodrich Vinson 
	
Arbuckle Enterprises, Inc.
	
Book 633, Page 231
	
10/11/2006
	
NE/4 NW/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
ECS Production, L.L.C. 
	
Arbuckle Enterprises, Inc.
	
Book 635, Page 534
	
12/12/2006
	
S/2 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Charles Ray Hefner Trust, Robert A. Hefner III Trustee
	
Arbuckle Enterprises, Inc.
	
Book 643, Page 3
	
1/1/2007
	
S/2 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Robert A. Hefner IV Trust, Robert A. Hefner III Trustee 
	
Arbuckle Enterprises, Inc.
	
Book 643, Page 5
	
1/1/2007
	
S/2 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Catherine Eva Hefner Trust, Robert A. Hefner III Trustee 
	
Arbuckle Enterprises, Inc.
	
Book 643, Page 7
	
1/1/2007
	
S/2 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Lavern Morris a/k/a Laverne Morris 
	
Arbuckle Enterprises, Inc.
	
Book 604, Page 779
	
12/8/2004
	
N/2 NE/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Louise White 
	
Arbuckle Enterprises, Inc.
	
Book 604, Page 775
	
12/8/2004
	
N/2 NE/4 NW/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Carol Abel 1984 Revocable Trust u/a dated April 17, 1984, Carol Abel Trustee 
	
Arbuckle Enterprises, Inc.
	
Book 633, Page 239
	
8/25/2006
	
S/2 NE/4 NW/4 and NW/4 NE/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Jerry Carl Brown 
	
Arbuckle Enterprises, Inc.
	
Book 644, Page 107
	
5/2/2007
	
S/2 NE/4 NW/4 and NW/4 NE/4 of Section 24, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Carolyn Bural 
	
Arbuckle Enterprises, Inc.
	
Book 622, Page 270
	
1/4/2006
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
Dorothy Jo Copeland 
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 299
	
10/17/2005
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
Beth Ann Fint 
	
Arbuckle Enterprises, Inc.
	
Book 632, Page 759
	
9/21/2006
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
Mary Pat Floyd, a widow 
	
Arbuckle Enterprises, Inc.
	
Book 676, Page 569
	
10/17/2005
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
Laurie Brown Goetzl 
	
Arbuckle Enterprises, Inc.
	
Book 641, Page 82
	
1/11/2007
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
Levine Family Trust dated December 22, 1980, Perry Bennett Levine, Successor Trustee
	
Arbuckle Enterprises, Inc.
	
Book 619, Page 839
	
10/17/2005
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
John T. MacPherson, II 
	
Arbuckle Enterprises, Inc.
	
Book 621, Page 174
	
10/17/2005
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
Maxwell Avenue Church of Christ a/k/a Maxwell Avenue Church of Christ
	
Arbuckle Enterprises, Inc.
	
Book 621, Page 14
	
10/17/2005
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma




 



 


	
EHU
	
Thomas E. McDonald, Jr. 
	
Arbuckle Enterprises, Inc.
	
Book 622, Page 274
	
1/4/2006
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
The Prospect Company 
	
Arbuckle Enterprises, Inc.
	
Book 624, Page 116
	
2/9/2006
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
Katherine Barkley Adams Rice 
	
Arbuckle Enterprises, Inc.
	
Book 624, Page 808
	
10/17/2005
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
Warren G. Sullivan 
	
Arbuckle Enterprises, Inc.
	
Book 621, Page 5
	
12/1/2005
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
The Tipton Home 
	
Arbuckle Enterprises, Inc.
	
Book 620, Page 291
	
10/17/2005
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
Westview Boys’ Home 
	
Arbuckle Enterprises, Inc.
	
Book 625, Page 25
	
12/30/2005
	
S/2 NE/4 NW/4 and NW/4 NE/4
	
Love County, Oklahoma

	
EHU
	
C. R. Henson & Evelyn, h/w 
	
Nondorf Oil and Gas
	
Book 299, Page 483
	
15-Oct-82
	
W/2 SW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Thaylia Suggs & Mildred, w/h 
	
Nondorf Oil and Gas
	
Book 299, Page 486
	
15-Oct-82
	
W/2 SW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
Alva Brown & Opal, h/w 
	
Nondorf Oil and Gas
	
Book 299, Page 489
	
15-Oct-82
	
W/2 SW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
E. L. Evans, Jr. & Jean P. Evans 
	
R. S. Gardenhire, Jr.
	
Book 267, Page 849
	
21-Oct-80
	
NW/4 NW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
A. K. Weiss 
	
J. O. Easley
	
Book 270, Page 98
	
19-Dec-80
	
SW/4 NW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
The Fisher Oil Company 
	
J. O. Easley
	
Book 275, Page 339
	
3-Feb-81
	
SW/4 NW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
S. N. Goldman, a married man, and Margaret K. Goldman, his wife 
	
Patrick Dailey
	
Book 284, Page 727
	
9-Oct-81
	
SW/4 NW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma

	
EHU
	
**John Theel 
	
**This interest acquired through Oklahoma Corporation Commission Order No. 212961, Cause CD No. 92783.
	
SW/4 NW/4 of Section 13, Township 6 South, Range 1 West
	
Love County, Oklahoma




 


	
 
	
It is the intent for this instrument to assign and include all of Assignors right, title and interest in and to all wells and interests in the W/2 NW/4 and SW/4 of Section 13-6S-1W, the E/2 NE/4 and E/2 SE/4 of Section 14-6S-1W and NW/4 NE/4 and the NW/4 of Section 24-6S-1W, Love County, Oklahoma, whether such interests and/or wells are properly described herein or not, including but not limited to the following:
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
Eastman Hills Unit established under Oklahoma Corporation Commission Order #532907, Cause CD 200608546-T, covering the West Half of the Northwest Quarter and the Southwest Quarter (W/2 NW/4 & SW/4) of Section 13 and the East Half of the Northeast Quarter and the East Half of the Southeast Quarter (E/2 NE/4 & E/2 SE/4) of Section 14 and the Northwest Quarter of the Northwest Quarter and the Northwest Quarter (NW/4 NE/4 & NW/4) of Section 24 of Township 6 South, Range 1 West, Love County, Oklahoma, containing 600 acres more or less.
	
 
	
 




 





 



 


	
Property
	
Lessor
	
Lessee
	
Date
	
Recording
	
Legal Description
	
County, State

	
Van Buskirk
	
Marion Gale Cox
	
HL Gaston III
	
12/21/2004
	
604/759
	
W/2 SE/4 NE/4
	
Love County, OK

	
Van Buskirk
	
Gloria Fern Craig
	
HL Gaston III
	
12/21/2004
	
605/808
	
W/2 SE/4 NE/4
	
Love County, OK

	
Van Buskirk
	
Panzy Lue Dudley
	
HL Gaston III
	
1/24/2005
	
606/15
	
W/2 SE/4 NE/4
	
Love County, OK

	
Van Buskirk
	
Miliford Corporation
	
HL Gaston III
	
8/3/2005
	
614/598
	
W/2 SE/4 NE/4
	
Love County, OK

	
Van Buskirk
	
Wood Oil Company
	
HL Gaston III
	
8/3/2005
	
615/665
	
W/2 SE/4 NE/4
	
Love County, OK

	
Van Buskirk
	
Velma O. W. Peterson
	
RDT Properties, Inc.
	
11/7/2007
	
650/152
	
E/2 NE/4
	
Love County, OK

	
Van Buskirk
	
James A. Stevens
	
RDT Properties, Inc.
	
11/7/2007
	
650/505
	
E/2 NE/4
	
Love County, OK

	
Van Buskirk
	
L. Mark Edwards
	
RDT Properties, Inc.
	
6/1/2008
	
661/495
	
Lots 1 & 2 aka N/2 NE/4
	
Love County, OK

	
Van Buskirk
	
Rice Family, LLC
	
Mid-Con Energy Properties, LLC
	
12/27/2012
	
742/491
	
E/2 NE/4 (limited to the portion of the Deese Formation from Order 602908)
	
Love County, OK

	
Van Buskirk
	
Jane Sanders Galt
	
Tom R. Gray Jr.
	
12/29/1975
	
217/523
	
Lots 1 & 2 aka N/2 NE/4
	
Love County, OK

	
Van Buskirk
	
Wilma Choate & Willis Choate III
	
T.C. Craighead
	
6/12/1978
	
233/170
	
Lots 1 & 2 aka N/2 NE/4
	
Love County, OK

	
Van Buskirk
	
Ruby Justin
	
T.C. Craighead
	
6/12/1978
	
233/172
	
Lots 1 & 2 aka N/2 NE/4
	
Love County, OK

	
Van Buskirk
	
JE Devine
	
T.C. Craighead
	
6/12/1978
	
233/174
	
Lots 1 & 2 aka N/2 NE/4
	
Love County, OK

	
Van Buskirk
	
The Hefner Company
	
T.C. Craighead
	
6/12/1978
	
233/168
	
Lots 1 & 2 aka N/2 NE/4
	
Love County, OK

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Property
	
Lessor
	
Lessee
	
Date
	
Recording
	
Legal Description
	
County, State

	
Walnut Hills
	
Paschall Properties, Inc.
	
RDT Properties, Inc
	
12/10/2008
	
668/411
	
NW/4 of 006S-001W-28
	
Love County, OK

	
Walnut Hills
	
Susan P. Paschall, Trustee of the Susan P. Paschall Revocable Inter Vivos Trust # 1 dated 12/23/1993, amended 4/15/2005
	
RDT Properties, Inc
	
12/10/2008
	
668/408
	
NW/4 of 006S-001W-28
	
Love County, OK

	
Walnut Hills
	
BBT Enterprises Ltd.
	
David W. Potts Land & Exploration Co
	
6/23/2011
	
704/418
	
NE/4; NE/4 SE/4; E/2 NW/4 SE/4; SW/4 NW/4 SE/4 of Section 28-6S-1W
	
Love County, OK

	
Walnut Hills
	
Stroube Energy Corporation
	
David W. Potts Land & Exploration Co
	
6/23/2011
	
704/420
	
NE/4; NE/4 SE/4; E/2 NW/4 SE/4; SW/4 NW/4 SE/4 of Section 28-6S-1W
	
Love County, OK




 



 


	
Walnut Hills
	
Cheyenne Petroleum Corporation
	
David W. Potts Land & Exploration Co.
	
7/22/2008
	
663/130, 700/56
	
NE/4; NE/4 SE/4; E/2 NW/4 SE/4; SW/4 NW/4 SE/4 of Section 28-6S-1W
	
Love County, OK

	
Walnut Hills
	
The Prospect Company, a Delaware Corporation
	
RDT Properties, Inc
	
10/17/2011
	
711/150
	
NE/4; NE/4 SE/4; E/2 NW/4 SE/4; SW/4 NW/4 SE/4 of Section 28-6S-1W
	
Love County, OK

	
All right, title and interest, acquired under that certain Pooling Order No. 589646 (Cause CD No. 201103226-T), dated October 3, 2011, in Section 28-T6S-R1W, Love County, OK. 
	
 
	
 




 

 

 



 

Exhibit “B”

Schedule of Wells

 


	
UNIT/LEASE
	
Property/Well Name
	
County
	
State
	
Sec-Twp-Rng
	
Well Type
	
API Number
	
Current Status
	
Last MIT Date

	
Ardmore West Deese Sand Unit
	
Coffey 2
	
Carter
	
OK
	
Section 29-T4S-R1E
	
INJ
	
35-019-25412
	
SI
	
7/20/2016

	
Ardmore West Deese Sand Unit
	
Coffey 3
	
Carter
	
OK
	
Section 29-T4S-R1E
	
INJ
	
35-019-25412
	
SI
	
7/20/2016

	
Ardmore West Deese Sand Unit
	
Coffey B1
	
Carter
	
OK
	
Section 29-T4S-R1E
	
Oil
	
35-019-20639
	
SI
	
 

	
Ardmore West Deese Sand Unit
	
Coffey B2
	
Carter
	
OK
	
Section 29-T4S-R1E
	
Oil
	
35-019-20760
	
SI
	
 

	
Ardmore West Deese Sand Unit
	
Harries Ricketts 1
	
Carter
	
OK
	
Section 33-T4S-R1E
	
WSW
	
35-019-00119
	
SI
	
 

	
Ardmore West Deese Sand Unit
	
Harries Ricketts 2
	
Carter
	
OK
	
Section 33-T4S-R1E
	
Oil
	
35-019-25466
	
PROD
	
 

	
Ardmore West Deese Sand Unit
	
Harries Ricketts 3
	
Carter
	
OK
	
Section 33-T4S-R1E
	
INJ
	
35-019-25569
	
SI
	
1/4/2017

	
Ardmore West Deese Sand Unit
	
Van Eaton 1-33
	
Carter
	
OK
	
Section 33-T4S-R1E
	
Oil
	
35-019-20602
	
SI
	
 

	
Ardmore West Deese Sand Unit
	
Van Eaton 2-33
	
Carter
	
OK
	
Section 33-T4S-R1E
	
INJ
	
35-019-25611
	
SI
	
3/28/2017

	
Ardmore West Deese Sand Unit
	
Van Eaton 3-33
	
Carter
	
OK
	
Section 33-T4S-R1E
	
INJ
	
35-019-25702
	
SI
	
9/1/2017

	
Battle Springs Deese Sand Unit
	
Banks 3 (Outside Unit)
	
Love
	
OK
	
Section 8-T6S-R1W
	
Oil
	
35-085-20549
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Banks 6
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-20581
	
INJ
	
6/30/2015

	
Battle Springs Deese Sand Unit
	
Banks 7-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-21094
	
INJ
	
10/13/2014

	
Battle Springs Deese Sand Unit
	
Banks 8-18
	
Love
	
OK
	
Section 18-T6S-R1W
	
INJ
	
35-085-21075
	
SI
	
9/24/2014

	
Battle Springs Deese Sand Unit
	
Banks 9-18
	
Love
	
OK
	
Section 18-T6S-R1W
	
Oil
	
35-085-21105
	
SI
	
 




 



 


	
Battle Springs Deese Sand Unit
	
Bridge 1-21
	
Love
	
OK
	
Section 21-T6S-R1W
	
INJ
	
35-085-20932
	
INJ
	
1/15/2013

	
Battle Springs Deese Sand Unit
	
C. Banks 1-18
	
Love
	
OK
	
Section 18-T6S-R1W
	
INJ
	
35-085-20842
	
INJ
	
8/1/2016

	
Battle Springs Deese Sand Unit
	
C. Banks 2-18
	
Love
	
OK
	
Section 18-T6S-R1W
	
INJ
	
35-085-21108
	
INJ
	
7/24/2014

	
Battle Springs Deese Sand Unit
	
C. Banks 3-18
	
Love
	
OK
	
Section 18-T6S-R1W
	
Oil
	
35-085-21205
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Cantrell 1
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-20471
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Cantrell 2
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-20706
	
INJ
	
6/4/2015

	
Battle Springs Deese Sand Unit
	
Davis 1
	
Love
	
OK
	
Section 16-T6S-R1W
	
WSW
	
35-085-20580
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Elaine 1-18
	
Love
	
OK
	
Section 18-T6S-R1W
	
INJ
	
35-085-20895
	
INJ
	
8/5/2015

	
Battle Springs Deese Sand Unit
	
Elaine 3-18
	
Love
	
OK
	
Section 18-T6S-R1W
	
Oil
	
35-085-21118
	
SI
	
 

	
Battle Springs Deese Sand Unit
	
Folsom 1-20
	
Love
	
OK
	
Section 20-T6S-R1W
	
INJ
	
35-085-20913
	
INJ
	
6/4/2015

	
Battle Springs Deese Sand Unit
	
Folsom 2-20
	
Love
	
OK
	
Section 20-T6S-R1W
	
Oil
	
35-085-20945
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Gilley 20-1
	
Love
	
OK
	
Section 20-T6S-R1W
	
Oil
	
35-085-20924
	
SI
	
 

	
Battle Springs Deese Sand Unit
	
Gilley 3-20
	
Love
	
OK
	
Section 20-T6S-R1W
	
Oil
	
35-085-21090
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Gilley 4-20
	
Love
	
OK
	
Section 20-T6S-R1W
	
Oil
	
35-085-21120
	
SI
	
 

	
Battle Springs Deese Sand Unit
	
Green 1-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-21077
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Green 2-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-21101
	
SI
	
1/7/2013

	
Battle Springs Deese Sand Unit
	
Green 3-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-21103
	
PROD
	
 




 



 


	
Battle Springs Deese Sand Unit
	
Green 4-17"R"
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-21111/*35-085-21089
	
SI
	
9/1/2017

	
Battle Springs Deese Sand Unit
	
Green 5-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-21121
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Green 7-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-21130
	
SI
	
 

	
Battle Springs Deese Sand Unit
	
Green 8-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-21143
	
INJ
	
8/21/2014

	
Battle Springs Deese Sand Unit
	
Hammer 2-16
	
Love
	
OK
	
Section 16-T6S-R1W
	
Oil
	
35-085-21139
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Hembree 1-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-20857
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Hembree 2-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-20912
	
SI
	
 

	
Battle Springs Deese Sand Unit
	
Hembree 3-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-21074
	
INJ
	
1/22/2016

	
Battle Springs Deese Sand Unit
	
Hembree 4-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-21144
	
INJ
	
10/2/2014

	
Battle Springs Deese Sand Unit
	
Joe Moxley 3-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-20921
	
SI
	
10/30/2015

	
Battle Springs Deese Sand Unit
	
K. Banks 1-18
	
Love
	
OK
	
Section 18-T6S-R1W
	
Oil
	
35-085-20919
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Kirby 1-21
	
Love
	
OK
	
Section 21-T6S-R1W
	
INJ
	
35-085-20936
	
INJ
	
6/4/2015

	
Battle Springs Deese Sand Unit
	
Kirby 2-21
	
Love
	
OK
	
Section 21-T6S-R1W
	
Oil
	
35-085-20941
	
SI
	
 

	
Battle Springs Deese Sand Unit
	
Kirby 3-21
	
Love
	
OK
	
Section 21-T6S-R1W
	
Oil
	
35-085-21185
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Kirby 4-21
	
Love
	
OK
	
Section 21-T6S-R1W
	
INJ
	
35-085-21207
	
INJ
	
5/22/2017

	
Battle Springs Deese Sand Unit
	
Mead 1
	
Love
	
OK
	
Section 8-T6S-R1W
	
INJ
	
35-085-20565
	
INJ
	
7/11/2016

	
Battle Springs Deese Sand Unit
	
Mead 2-8
	
Love
	
OK
	
Section 8-T6S-R1W
	
Oil
	
35-085-21107
	
SI
	
 




 



 


	
Battle Springs Deese Sand Unit
	
Mead 3-8
	
Love
	
OK
	
Section 8-T6S-R1W
	
Oil
	
35-085-21169
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Moxley 1-21
	
Love
	
OK
	
Section 21-T6S-R1W
	
INJ
	
35-085-20583
	
INJ
	
6/11/2015

	
Battle Springs Deese Sand Unit
	
Moxley 2-21
	
Love
	
OK
	
Section 21-T6S-R1W
	
INJ
	
35-085-20958
	
INJ
	
6/9/2015

	
Battle Springs Deese Sand Unit
	
Moxley 3-21
	
Love
	
OK
	
Section 21-T6S-R1W
	
Oil
	
35-085-21091
	
SI
	
 

	
Battle Springs Deese Sand Unit
	
Moxley 4-21
	
Love
	
OK
	
Section 21-T6S-R1W
	
Oil
	
35-085-21124
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Moxley Trust 1-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
INJ
	
35-085-20837
	
INJ
	
6/11/2015

	
Battle Springs Deese Sand Unit
	
Moxley Trust 4-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-20935
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
Pool 2-20
	
Love
	
OK
	
Section 20-T6S-R1W
	
INJ
	
35-085-21088
	
SI
	
6/13/2016

	
Battle Springs Deese Sand Unit
	
Pool 3-20
	
Love
	
OK
	
Section 20-T6S-R1W
	
Oil
	
35-085-21125
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
R. Banks 2-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-21123
	
PROD
	
 

	
Battle Springs Deese Sand Unit
	
R. Banks 3-17
	
Love
	
OK
	
Section 17-T6S-R1W
	
Oil
	
35-085-21187
	
PROD
	
 

	
Eastman Hills Unit
	
Bean 1
	
Love
	
OK
	
Section 13-T6S-R1W
	
Oil
	
35-085-20598
	
SI
	
 

	
Eastman Hills Unit
	
Henson 1-13
	
Love
	
OK
	
Section 13-T6S-R1W
	
INJ
	
35-085-20714
	
SI
	
1/4/2017

	
Eastman Hills Unit
	
Henson 2-13
	
Love
	
OK
	
Section 13-T6S-R1W
	
WSW
	
35-085-20765
	
PROD
	
 

	
Eastman Hills Unit
	
Henson 3-13
	
Love
	
OK
	
Section 13-T6S-R1W
	
INJ
	
35-085-21061
	
INJ
	
12/10/2014

	
Eastman Hills Unit
	
Henson 4-13
	
Love
	
OK
	
Section 13-T6S-R1W
	
Oil
	
35-085-21067
	
PROD
	
 

	
Eastman Hills Unit
	
Renick 1-14
	
Love
	
OK
	
Section 14-T6S-R1W
	
INJ
	
35-085-21069
	
SI
	
5/12/2013

	
Highlands Unit
	
Banks 10-8
	
Love
	
OK
	
Section 8-T6S-R1W
	
INJ
	
35-085-21095
	
SI
	
6/13/2016

	
Highlands Unit
	
Banks 11-7
	
Love
	
OK
	
Section 7-T6S-R1W
	
INJ
	
35-085-21078
	
INJ
	
9/17/2014

	
Highlands Unit
	
Banks 11-8
	
Love
	
OK
	
Section 8-T6S-R1W
	
Oil
	
35-085-21122
	
PROD
	
 

	
Highlands Unit
	
Banks 12-7
	
Love
	
OK
	
Section 7-T6S-R1W
	
INJ
	
35-085-21082
	
INJ
	
8/17/2015

	
Highlands Unit
	
Banks 12-8
	
Love
	
OK
	
Section 8-T6S-R1W
	
Oil
	
35-085-21132
	
PROD
	
 

	
Highlands Unit
	
Banks 13-8
	
Love
	
OK
	
Section 8-T6S-R1W
	
Oil
	
35-085-21126
	
PROD
	
 

	
Highlands Unit
	
Banks 14-8
	
Love
	
OK
	
Section 8-T6S-R1W
	
INJ
	
35-085-21186
	
INJ
	
1/28/2014




 



 


	
Highlands Unit
	
Banks 15-8
	
Love
	
OK
	
Section 8-T6S-R1W
	
Oil
	
35-085-21250
	
PROD
	
 

	
Highlands Unit
	
Banks 4
	
Love
	
OK
	
Section 7-T6S-R1W
	
Oil
	
35-085-20543
	
INJ
	
8/6/2014

	
Highlands Unit
	
Banks 5-8
	
Love
	
OK
	
Section 8-T6S-R1W
	
INJ
	
35-085-20863
	
INJ
	
10/2/2014

	
Highlands Unit
	
Banks 6-7
	
Love
	
OK
	
Section 7-T6S-R1W
	
INJ
	
35-085-21100
	
INJ
	
1/4/2017

	
Highlands Unit
	
Banks 7-7
	
Love
	
OK
	
Section 7-T6S-R1W
	
INJ
	
35-085-21102
	
INJ
	
8/2/2016

	
Highlands Unit
	
Banks 8-7
	
Love
	
OK
	
Section 7-T6S-R1W
	
Oil
	
35-085-21149
	
PROD
	
 

	
Highlands Unit
	
Berry Williams 2-7
	
Love
	
OK
	
Section 7-T6S-R1W
	
Oil
	
35-085-21173
	
PROD
	
 

	
Highlands Unit
	
Daube Wilkins 2-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
INJ
	
35-085-21179
	
INJ
	
3/29/2017

	
Highlands Unit
	
Daube Wilkins 3-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
Oil
	
35-085-21192
	
PROD
	
 

	
Highlands Unit
	
Dunbar 1-6
	
Love
	
OK
	
Section 6-T6S-R1W
	
INJ
	
35-085-20923
	
SI
	
7/14/2014

	
Highlands Unit
	
Dunlap 1-2
	
Love
	
OK
	
Section 2-T6S-R2W
	
Oil
	
35-085-20755
	
SI
	
 

	
Highlands Unit
	
Miller 11-1
	
Love
	
OK
	
Section 11-T6S-R2W
	
INJ
	
35-085-20724
	
INJ
	
6/11/2015

	
Highlands Unit
	
Miller 2-11
	
Love
	
OK
	
Section 11-T6S-R2W
	
INJ
	
35-085-21167
	
SI
	
10/8/2014

	
Highlands Unit
	
Paschall 1
	
Love
	
OK
	
Section 7-T6S-R1W
	
Oil
	
35-085-20625
	
PROD
	
 

	
Highlands Unit
	
Paschall 2
	
Love
	
OK
	
Section 7-T6S-R1W
	
Oil
	
35-085-20682
	
PROD
	
 

	
Highlands Unit
	
Paschall 3-7
	
Love
	
OK
	
Section 7-T6S-R1W
	
INJ
	
35-085-21114
	
SI
	
1/4/2017

	
Highlands Unit
	
PD Sullivan 3-6
	
Love
	
OK
	
Section 6-T6S-R1W
	
Oil
	
35-085-21092
	
PROD
	
 

	
Highlands Unit
	
Ron 3-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
Oil
	
35-085-21135
	
PROD
	
 

	
Highlands Unit
	
Steel 2
	
Love
	
OK
	
Section 2-T6S-R2W
	
Oil
	
35-085-20834
	
SI
	
 

	
Highlands Unit
	
Sullivan 10-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
INJ
	
35-085-21113
	
INJ
	
12/10/2014

	
Highlands Unit
	
Sullivan 1-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-20323
	
SI
	
 

	
Highlands Unit
	
Sullivan 11-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21133
	
PROD
	
 

	
Highlands Unit
	
Sullivan 11-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
Oil
	
35-085-21129
	
PROD
	
 

	
Highlands Unit
	
Sullivan 1-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
INJ
	
35-085-20545
	
INJ
	
6/16/2014

	
Highlands Unit
	
Sullivan 12-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21134
	
PROD
	
 

	
Highlands Unit
	
Sullivan 12-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
Oil
	
35-085-21245
	
PROD
	
 

	
Highlands Unit
	
Sullivan 13-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21158
	
PROD
	
 

	
Highlands Unit
	
Sullivan 13-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
INJ
	
35-085-21127
	
INJ
	
1/4/2017

	
Highlands Unit
	
Sullivan 14-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21201
	
PROD
	
 

	
Highlands Unit
	
Sullivan 14-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
INJ
	
35-085-21160
	
INJ
	
12/18/2012

	
Highlands Unit
	
Sullivan 2
	
Love
	
OK
	
Section 1-T6S-R2W
	
INJ
	
35-085-20655
	
INJ
	
10/8/2014

	
Highlands Unit
	
Sullivan 2-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
Oil
	
35-085-20669
	
PROD
	
 

	
Highlands Unit
	
Sullivan 3-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-20785
	
PROD
	
 

	
Highlands Unit
	
Sullivan 3-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
INJ
	
35-085-20691
	
SI
	
7/30/2014




 



 


	
Highlands Unit
	
Sullivan 3-6
	
Love
	
OK
	
Section 6-T6S-R1W
	
Oil
	
35-085-21093
	
PROD
	
 

	
Highlands Unit
	
Sullivan 4-6
	
Love
	
OK
	
Section 6-T6S-R1W
	
Oil
	
35-085-21104
	
SI
	
 

	
Highlands Unit
	
Sullivan 5-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-20903
	
PROD
	
 

	
Highlands Unit
	
Sullivan 5-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
INJ
	
35-085-20829
	
SI
	
8/7/2014

	
Highlands Unit
	
Sullivan 5-6
	
Love
	
OK
	
Section 6-T6S-R1W
	
INJ
	
35-085-21174
	
INJ
	
4/30/2013

	
Highlands Unit
	
Sullivan 6-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
INJ
	
35-085-20889
	
INJ
	
9/1/2017

	
Highlands Unit
	
Sullivan 6-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
Oil
	
35-085-20897
	
SI
	
 

	
Highlands Unit
	
Sullivan 6-2
	
Love
	
OK
	
Section 6-T6S-R1W
	
Oil
	
35-085-20910
	
INA
	
 

	
Highlands Unit
	
Sullivan 6-6
	
Love
	
OK
	
Section 6-T6S-R1W
	
Dry
	
35-085-21246
	
 
	
 

	
Highlands Unit
	
Sullivan 7-1
	
Love
	
OK
	
Section 1-T6S-R1W
	
Oil
	
35-085-20867
	
PROD
	
 

	
Highlands Unit
	
Sullivan 7-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
INJ
	
35-085-21100
	
SI
	
6/13/2016

	
Highlands Unit
	
Sullivan 8-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
INJ
	
35-085-21081
	
INJ
	
8/17/2015

	
Highlands Unit
	
Sullivan 8-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
Oil
	
35-085-21159
	
PROD
	
 

	
Highlands Unit
	
Sullivan 9-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21109
	
SI
	
 

	
Highlands Unit
	
Sullivan 9-12
	
Love
	
OK
	
Section 12-T6S-R2W
	
Oil
	
35-085-21220
	
PROD
	
 

	
Highlands Unit
	
Sullivan A-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
INJ
	
35-085-20487
	
INJ
	
8/8/2014

	
Highlands Unit
	
Tom 1-2
	
Love
	
OK
	
Section 2-T6S-R2W
	
INJ
	
35-085-20726
	
INJ
	
9/3/2014

	
Highlands Unit
	
Tom 3-2
	
Love
	
OK
	
Section 2-T6S-R2W
	
Oil
	
35-085-21106
	
SI
	
 

	
Highlands Unit
	
Tom 4-2
	
Love
	
OK
	
Section 2-T6S-R2W
	
Oil
	
35-085-21150
	
PROD
	
 

	
Highlands Unit
	
Van Buskirk 2-1
	
Love
	
OK
	
Section 1-T6W-R2W
	
INJ
	
35-085-20884
	
INJ
	
9/3/2014

	
Highlands Unit
	
Van Buskirk 4-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
INJ
	
35-085-25223
	
INJ
	
10/16/2015

	
Highlands Unit
	
VanBuskirk 1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-20384
	
PROD
	
 

	
Highlands Unit
	
VanBuskirk 5-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21086
	
PROD
	
 

	
Highlands Unit
	
VanBuskirk 6-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21087
	
PROD
	
 

	
Highlands Unit
	
VanBuskirk 7-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21128
	
PROD
	
 

	
Highlands Unit
	
VanBuskirk 8-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21175
	
PROD
	
 

	
Highlands Unit
	
VanBuskirk 9-1
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21181
	
PROD
	
 

	
Highlands Unit
	
Vick 2-7
	
Love
	
OK
	
Section 7-T6S-R1W
	
DRY
	
35-085-21089
	
 
	
 

	
Highlands Unit
	
WJ Banks 1-6
	
Love
	
OK
	
Section 6-T6S-R1W
	
INJ
	
35-085-20428
	
INA
	
8/8/2014

	
Pinkerton
	
Pinkerton 1-10 (Outside Unit)
	
Carter
	
OK
	
Section 10-T5S-R2W
	
Oil
	
35-019-25221
	
PROD
	
 

	
Pinkerton
	
Pinkerton 3-10 (Outside Unit)
	
Carter
	
OK
	
Section 10-T5S-R2W
	
Oil
	
35-019-25536
	
PROD
	
 

	
SE Hewitt Unit
	
Chaney 1-14
	
Carter
	
OK
	
Section 14-T5S-R2W
	
Oil
	
35-019-23365
	
PROD
	
 




 



 


	
SE Hewitt Unit
	
Collins 1-15
	
Carter
	
OK
	
Section 15-T5S-R2W
	
Oil
	
35-019-23202
	
SI
	
 

	
SE Hewitt Unit
	
Collins 2-15
	
Carter
	
OK
	
Section 15-T5S-R2W
	
Oil
	
35-019-24909
	
PROD
	
 

	
SE Hewitt Unit
	
Collins 3-15
	
Carter
	
OK
	
Section 15-T5S-R2W
	
Oil
	
35-019-25319
	
PROD
	
 

	
SE Hewitt Unit
	
Goddard 1-10
	
Carter
	
OK
	
Section 10-T5S-R2W
	
Oil
	
35-019-23277
	
SI
	
11/25/2015

	
SE Hewitt Unit
	
Goddard 2-10
	
Carter
	
OK
	
Section 10-T5S-R2W
	
Oil
	
35-019-25325
	
PROD
	
 

	
SE Hewitt Unit
	
Goddard 3-10
	
Carter
	
OK
	
Section 10-T5S-R2W
	
INJ
	
35-019-25775
	
INJ
	
5/31/2013

	
SE Hewitt Unit
	
Goddard 4-10
	
Carter
	
OK
	
Section 10-T5S-R2W
	
Oil
	
35-019-25936
	
PROD
	
 

	
SE Hewitt Unit
	
Kim 1
	
Carter
	
OK
	
Section 15-T5S-R2W
	
INJ
	
35-019-23113
	
INJ
	
7/15/2016

	
SE Hewitt Unit
	
Nipp 1-10
	
Carter
	
OK
	
Section 10-T5S-R2W
	
INJ
	
35-019-23460
	
INJ
	
8/31/2017

	
SE Hewitt Unit
	
Nipp 2-10
	
Carter
	
OK
	
Section 10-T5S-R2W
	
Oil
	
35-019-24908
	
SI
	
 

	
SE Hewitt Unit
	
Ringling 1-14
	
Carter
	
OK
	
Section 14-T5S-R2W
	
INJ
	
35-019-23391
	
INJ
	
1/12/2017

	
SE Hewitt Unit
	
Ringling 3-14
	
Carter
	
OK
	
Section 14-T5S-R2W
	
INJ
	
35-019-23457
	
INJ
	
6/4/2015

	
SE Hewitt Unit
	
Ringling 4-14
	
Carter
	
OK
	
Section 14-T5S-R2W
	
Oil
	
35-019-25425
	
SI
	
 

	
SE Hewitt Unit
	
Rummel- 1-10
	
Carter
	
OK
	
Section 10-T5S-R2W
	
Oil
	
35-019-21946
	
SI
	
 

	
SE Hewitt Unit
	
Rummel-2-10
	
Carter
	
OK
	
Section 10-T5S-R2W
	
Oil
	
35-019-25424
	
PROD
	
 

	
SE Hewitt Unit
	
Wallace  1-11
	
Carter
	
OK
	
Section 11-T5S-R2W
	
INJ
	
35-019-23762
	
INJ
	
7/18/2016

	
Twin Forks Unit
	
Boggs 2-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-25534
	
PROD
	
 

	
Twin Forks Unit
	
Boggs 3-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-25584
	
PROD
	
 

	
Twin Forks Unit
	
Boggs 4-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-25774
	
PROD
	
 

	
Twin Forks Unit
	
Dunlap 1-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-22195
	
SI
	
 

	
Twin Forks Unit
	
Dunlap 2-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
INJ
	
35-019-25360
	
INJ
	
6/11/2015

	
Twin Forks Unit
	
Leeman 1-25
	
Carter
	
OK
	
Section 25-T5S-R2W
	
INJ
	
35-019-22740
	
INJ
	
8/8/2014

	
Twin Forks Unit
	
Martin 1-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
INJ
	
35-019-21920
	
INJ
	
2/28/2017

	
Twin Forks Unit
	
Martin 2-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-22085
	
SI
	
 

	
Twin Forks Unit
	
Martin 3-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-25565
	
PROD
	
 

	
Twin Forks Unit
	
Martin 4-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-25731
	
PROD
	
 

	
Twin Forks Unit
	
Martin 5-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-25819
	
SI
	
 

	
Twin Forks Unit
	
Martin 6-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
INJ
	
35-019-25913
	
INJ
	
11/6/2014

	
Twin Forks Unit
	
Martin 7-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
INJ
	
35-019-25923
	
INJ
	
12/2/2016

	
Twin Forks Unit
	
Parton 1-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-22025
	
SI
	
 

	
Twin Forks Unit
	
Parton 2-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
INJ
	
35-019-25894
	
INJ
	
10/25/2013

	
Twin Forks Unit
	
Schaff 1-36 
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-22653
	
SI
	
 

	
Twin Forks Unit
	
Schaff 2-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-22914
	
SI
	
 

	
Twin Forks Unit
	
Schaff 3-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
INJ
	
35-019-25220
	
INJ
	
2/9/2015




 



 


	
Twin Forks Unit
	
Stacy 2-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
INJ
	
35-019-25367
	
INJ
	
8/8/2014

	
Twin Forks Unit
	
Stacy 3-36
	
Carter
	
OK
	
Section 36-T5S-R2W
	
Oil
	
35-019-25754
	
PROD
	
 

	
VB Lease
	
VanBuskirk 6-1A (Outside Unit)
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21162
	
PROD
	
 

	
VB Lease
	
VanBuskirk 8-1A (Outside Unit)
	
Love
	
OK
	
Section 1-T6S-R2W
	
Oil
	
35-085-21219
	
PROD
	
 

	
Walnut Hills Unit
	
Cowan 1-28
	
Love 
	
OK
	
Section 28-T6S-R1W
	
Oil
	
35-085-21151
	
PROD
	
 

	
Walnut Hills Unit
	
Jewell 2-21
	
Love 
	
OK
	
Section 21-T6S-R1W
	
Oil
	
35-085-21183
	
SI
	
 

	
Walnut Hills Unit
	
Peyrot 1-28
	
Love 
	
OK
	
Section 28-T6S-R1W
	
Oil
	
35-085-21142
	
PROD
	
 

	
Walnut Hills Unit
	
Peyrot 2-28
	
Love 
	
OK
	
Section 28-T6S-R1W
	
Oil
	
35-085-21164
	
PROD
	
 




 

Interests/Ownership

Seller Owned Working Interests/Net Revenue Interests

 


	
Southern OK Lease
	
BPO  WI, % 
	
BPO NRI %
	
APO WI %
	
APO NRI %
	
RI %
	
ORRI %

	
Davis V-1
	
 
	
 
	
9.67320 
	
6.43270 
	
 
	
 

	
BSDSU
	
52.6154 
	
41.7054 
	
48.6972
	
37.5067
	
0.2836
	
0.8706

	
EHU
	
58.8446 
	
43.5228 
	
55.9509
	
41.3512
	
 
	
0.9391

	
SEHU
	
 
	
 
	
43.4646 
	
33.5850 
	
0.0003
	
0.3185

	
HDSU
	
75.2490
	
58.8936 
	
71.3993
	
56.2537
	
0.9533
	
0.6435

	
TFDU
	
77.6192 
	
60.2940 
	
74.2452
	
57.7294
	
0.8973
	
0.5996

	
AWDU
	
96.5362
	
75.3908
	
94.3715
	
73.4977
	
0.4074
	
 

	
BANKS #3
	
 
	
 
	
100.0000 
	
80.96395
	
 
	
0.1037

	
Pinkerton #1 & 3
	
 
	
 
	
43.2266
	
35.0002 
	
 
	
 

	
Van Buskirk #6-1A
	
82.4927 
	
67.1417
	
66.6754
	
54.3358
	
1.9543
	
 

	
Van Buskirk 8-1A
	
80.7935
	
65.7661
	
66.6754
	
54.3358
	
1.9543
	
 

	
Peyrot 1 & 2
	
 
	
 
	
57.0905 
	
46.0580
	
 
	
 

	
Cowan
	
100.0000 
	
81.2500 
	
 
	
 
	
 
	
 

	
Jewell
	
 
	
 
	
96.9388
	
78.7564
	
 
	
 




 

 

 



 

Exhibit “C”
Allocation of Value

 


	
Unit
	
Allocated Value

	
Van Buskirk
	
 $233,133 

	
Peyrot
	
 $1,678,072 

	
Highlands Unit
	
 $11,473,142 

	
SE Hewitt Unit
	
 $2,469,674

	
Pinkerton #1 & #3
	
 $87,040

	
Cowan
	
 $0

	
Eastman Hills Unit
	
 $101,699

	
Banks
	
 $20,405

	
Davis
	
 $0

	
Battle Springs Unit
	
 $6,484,236

	
Ardmore West Deese Sand Unit
	
 $127,686

	
Twin Forks Unit
	
 $2,324,913

	
Jewell
	
 $0

	
Total
	
 $25,000,000




 

 

 

 



 

Exhibit “D”
Conveyance

 

To be agreed upon by both parties.  

 

 

 



 

Exhibit “E”
Certificate of Non-Foreign Status

 

 

See attached.

 

 

 

 



 

 

Schedule 2.3
Equipment

 

Equipment:

Tank Batteries


	
FACILITY/LEASE NAME
	
Oil Tanks   #-BBLS
	
Water Tanks  #-BBLS
	
Inventory

	
Ardmore West North
	
2- 210 bbl 10x15
	
1-200 bbl 12x10
	
1-HT 45bbl 4x20

	
Ardmore West South
	
4- 210 bbl 10x15
	
1-200 bbl 12x10
	
1-HT 45bbl 4x20               1-SP 9bbl 2.5x10               1-FWKO 4bbl 2.5x5

	
Banks #3
	
1-300 bbl 12x15
	
1-200 bbl 12x10
	
1-HT 45bbl 4x20

	
Banks Unit #1
	
6- 210 bbl 10x15
	
2-300 bbl 12x15
	
1-HT 45bbl 4x20              1-SP 76bbl 6x15                  1-SP 8bbl 3x6            LACT UNIT                          2 Pumps

	
Battle Springs
	
300 bbl 12x15

3-100 bbl 20x18
	
2-500 bbl 12x25
	
1-HT 101bbl 6x20               1-FKWO 180bbl 8x20                         LACT UNIT                             2 Pumps                        1-H pump

	
Cowan 2-28
	
2-210 bbl 10x15
	
1-200 bbl 12x10
	
1-HT 45bbl 4x20

	
Eastman Hills
	
2-300 bbl 12x15              4-210 bbl 10x15
	
2-210 bbl 12x10

1-170 bbl 12x10
	
1- HT 45bbl 4x20                       1-H pump

	
Highlands Injection Facility
	
1-210 bbl 10x15
	
2-500 bbl 12x25
	
1-pumps                         1-H pump

	
Jewell
	
2-200 bbl 12x10
	
1-168 bbl 10x12
	
1-HT 15bbl 3x12

	
Peyrot
	
2-210 bbl 10x15
	
1-200 bbl 12x10
	
1-HT 45bbl 4x20

	
Pinkerton 1-10 &4-10
	
4-300 bbl 12x15
	
2-300 bbl 12x15
	
2-HT 45bbl 4x20                  1-Pump

	
Schaff 1-36
	
4-210 bbl 10x15
	
2-300 bbl 12x15
	
1-SP 3bbl                                   1-FWKO 8bbl            

	
Schaff 3-36 water station
	
1-210 bbl 10x15
	
1-500 bbl 12x25
	
1-H Pump

	
SE Hewitt
	
4-400 bbl 12x20             1-200 bbl 12x10
	
2-210 bbl 10x15
	
1-HT 101bbl 6x20               1-FKWO 22bbl 4x10                         1-SP 9bbls 2.5x10            LACT UNIT                             2 Pumps         

	
SE Hewitt Water Injection Station
	
1-210 bbl 10x15
	
1-500 bbl 12x25
	
1-H Pump

	
Sullivan 1-1 & 5-1
	
6-300 bbl 12x15
	
2-400 bbl 12x20
	
1-HT 45bbl 4x20                      1-HT 101bbl 6x20                          1- FWKO 22bbl 4x10                         1-FWKO 34bbl 4x15   LACT Unit                         3 Pumps

	
Sullivan 1-25
	
2-210 bbl 10x15
	
1-200 bbl 12x10
	
1-HT 45bbl 4x20                  1-Pump




 



 


	
Sullivan 2
	
6-210 bbls 10x15
	
2-300 bbl 12x15
	
1-FWKO 50bbl 6x10                   1-HT 45bbl 4x20                 2-Pumps

	
Sullivan 2-12
	
8-210 bbls 10x15
	
2-300 bbl 12x15
	
1-FWKO 22bbls 4x10                      2-HT 45bbls                            1-SP 9bbl                    

	
TwinForks Deese Unit
	
4-1000 bbl 21x16
	
2-400 bbl 12x20
	
2-HT 45bbl 4x20                             1-FWKO 50bbl 6x10         1-SP 9bbl 2.5x10                              2-Pump                                LACT Unit

	
Van Buskirk 6-1A
	
2-210 bbl 10x15
	
1-200 bbl 12x10
	
1-HT 45bbl 4x20

	
Van Buskirk 8-1A
	
3-210 bbl 10x15
	
1-300 bbl 12x15
	
1-HT 45bbl 4x20                     1 Pump

	
Dunlap-Tom-Steel
	
1-300 bbl 12x15
	
1-400 bbl 12x20
	
1-SP 2bbl 16x8                   1-HT 45bbl 4x20




 

Pumping Units


	
Unit
	
Well
	
Brand
	
Model
	
Motor
	
HP

	
HDSU
	
Van Buskirk 1-1
	
CMI
	
320-256-100
	
404T
	
50

	
HDSU
	
Van Buskirk 9-1
	
LUFKIN
	
C320D
	
365T
	
40

	
HDSU
	
Van Buskirk 5-1
	
LUFKIN
	
C640D-365-168
	
404T
	
50

	
HDSU
	
Van Buskirk 7-1
	
LUFKIN
	
M320D-256-120
	
365T
	
40

	
HDSU
	
Van Buskirk 6-1
	
AMERICAN
	
320G
	
365T
	
40

	
HDSU
	
PD Sullivan 3-6
	
CMI
	
456-305-120
	
364T
	
30

	
HDSU
	
Sullivan 3-1
	
BETHLEHEM
	
456D-305SP-120
	
365T
	
40

	
HDSU
	
Sullivan 13-1
	
BETHLEHEM
	
320-256-120
	
365T
	
40

	
HDSU
	
Sullivan 5-1
	
LUFKIN
	
M640D-365-168
	
ND405T
	
50

	
HDSU
	
Sullivan 7-1
	
LUFKIN
	
M320D-305-100
	
326T
	
30

	
HDSU
	
Sullivan 14-1
	
AMERICAN
	
320-305-100
	
365T
	
40

	
HDSU
	
Sullivan 11-1
	
LUFKIN
	
C456D-305-120
	
365T
	
40

	
HDSU
	
Sullivan 2-12
	
LUFKIN
	
TC-1A-41-A (320)
	
365T
	
50

	
HDSU
	
Sullivan 12-1
	
AMERICAN
	
320-256-100
	
ND 405T
	
50

	
HDSU
	
Sullivan 9-12
	
LUFKIN
	
M640D-365-168
	
365T
	
75

	
HDSU
	
Sullivan 8-12
	
LUFKIN
	
M640D-365-168
	
444T
	
40

	
HDSU
	
Daube Wilkins 3-12
	
PARKERSBURG
	
C228
	
365T
	
40

	
HDSU
	
Daube Wilkins 2-12
	
CMI
	
456-305-120
	
ND405T
	
50

	
HDSU
	
Paschall 1
	
LUFKIN
	
M640D-365-168
	
404T
	
50

	
HDSU
	
Paschall 2
	
MORGAN
	
320-305-100
	
ND405T
	
50

	
HDSU
	
Sullivan 3-6
	
LUFKIN
	
M640D-365-168
	
404ST
	
50

	
HDSU
	
Sullivan 4-6
	
LUFKIN
	
M320D-256-120
	
ND364T
	
40

	
HDSU
	
Banks 8-7
	
AMERICAN
	
456G-365-120
	
365T
	
40

	
HDSU
	
Banks 3
	
SENTRY
	
G228D-246-86
	
326U
	
20

	
HDSU
	
Banks 12-8
	
AMERICAN
	
228-246-86
	
364T
	
30

	
HDSU
	
Banks 15-8
	
LUFKIN
	
M320D-305-100
	
326T
	
30

	
HDSU
	
Banks 11-8
	
AMERICAN
	
228-246-86
	
365T
	
40

	
HDSU
	
Berry Williams 2-7
	
CMI
	
456
	
ND405T
	
50

	
HDSU
	
Williams 1-7
	
BETHLEHEM
	
228D-255
	
365T
	
40

	
HDSU
	
Tucker 2-13
	
PARKERSBURG
	
74-G320D-25-A6
	
365T
	
40

	
HDSU
	
Ron 3-12
	
PARKERSBURG
	
G2035
	
365T
	
40




 



 


	
HDSU
	
Sullivan 6-12
	
CONTINENTAL
	
30DA 320F
	
365T
	
40

	
HDSU
	
Sullivan 11-12
	
LUFKIN
	
C640D-304-120
	
ND405T
	
50

	
HDSU
	
Sullivan 12-12
	
LUFKIN
	
M640D-365-168
	
404T
	
50

	
HDSU
	
Tom 3-2
	
CABOT
	
320D-298-100
	
364T
	
30

	
HDSU
	
Tom 4-2
	
LUFKIN
	
C228D-246-86
	
324T
	
25

	
HDSU
	
Steel 2
	
BETHLEHEM
	
160D
	
284T
	
15

	
HDSU
	
Dunbar 1-6
	
EMSCO
	
11MDS-2
	
326T
	
30

	
HDSU
	
PD Sullivan 3-6
	
CONTINENTAL
	
DB320-298-100A
	
 
	
 

	
HDSU
	
H-Pump
	
SERIES 538 HS
	
MODEL-PMSXD
	
TYPE:61 P37
	
 

	
HDSU
	
Thrust Chamber
	
MODEL-HTC 1.XE
	
MOTOR-L449TS
	
 
	
400

	
SEHU
	
Rummell 2-10
	
LUFKIN
	
228DB
	
 
	
40

	
SEHU
	
Goddard 2-10
	
LUFKIN
	
41B
	
 
	
40

	
SEHU
	
Goddard 1-10
	
LUFKIN
	
M320D
	
 
	
50

	
SEHU
	
Extra
	
LUFKIN
	
61
	
 
	
40

	
SEHU
	
Goddard 4-10
	
LUFKIN
	
35
	
 
	
40

	
SEHU
	
Collins 2-15
	
LUFKIN
	
41B
	
 
	
40

	
SEHU
	
Chaney
	
MORGAN
	
320
	
 
	
50

	
SEHU
	
Collins 3-15
	
SENTRY
	
G320D
	
 
	
40

	
SEHU
	
Nipp 2-10
	
TRASNFORMER
	
 
	
 
	
 

	
SEHU
	
H-Pump
	
BAKER HUGHES
	
 
	
 
	
150

	
SEHU
	
WSW Pump
	
GRENCO
	
 
	
 
	
 

	
SEHU
	
Micro Drive
	
BAKER HUGHES
	
 
	
 
	
 

	
AWDU
	
Van Eaton 1
	
LUFKIN
	
M228DA
	
 
	
30

	
AWDU
	
Harris-Rickets 2
	
LUFKIN
	
228DB
	
 
	
40

	
AWDU
	
Coffee B1
	
CONTINENTAL EMSCO
	
D160
	
 
	
20

	
AWDU
	
Coffee B2
	
LUFKIN
	
22G
	
 
	
20

	
TFDU
	
Sullivan 1-25
	
HEC
	
UNIT
	
 
	
40

	
TFDU
	
Boggs 4-36
	
AMERICAN
	
456
	
 
	
40

	
TFDU
	
Boggs 3-36
	
PARKERSBURG
	
G320DL
	
 
	
40

	
TFDU
	
Martin 7-36
	
LUFKIN
	
C228D
	
 
	
50

	
TFDU
	
Martin 2-36
	
LUFKIN
	
456D
	
 
	
40

	
TFDU
	
Martin 4-36
	
LUFKIN
	
M456DE
	
 
	
60

	
TFDU
	
Martin 5-36
	
LUFKIN
	
M456D
	
 
	
50

	
TFDU
	
Stacy 3-36
	
LUFKIN
	
M320D
	
 
	
50

	
TFDU
	
Parton
	
LUFKIN
	
228D
	
 
	
40

	
TFDU
	
 
	
BETHLEHEM
	
320D
	
 
	
40

	
TFDU
	
Boggs 3-36
	
SPI
	
 
	
 
	
100

	
TFDU
	
 
	
SPOC
	
 
	
 
	
100

	
TFDU
	
Martin 3-36
	
SPOC
	
 
	
 
	
100

	
TFDU
	
Boggs 2
	
SPOC
	
 
	
 
	
100

	
TFDU
	
Schaff 1
	
SPOC
	
 
	
 
	
100

	
TFDU
	
Schaff 2
	
SPOC
	
 
	
 
	
100

	
EHU
	
Henson 4-13
	
AMERICAN
	
320
	
 
	
50

	
EHU
	
Bean 1
	
CABOT
	
320D
	
 
	
30

	
EHU
	
INJ H-PUMP
	
SPI
	
 
	
 
	
75

	
BSDSU
	
Moxley 3-21
	
LUFKIN
	
640D
	
 
	
40

	
BSDSU
	
Moxley 4-21
	
LUFKIN
	
640D
	
 
	
50

	
BSDSU
	
Kirby 4-21
	
LUFKIN
	
M640D
	
 
	
75

	
BSDSU
	
Kirby 2-21
	
EMSCO
	
320D
	
 
	
40

	
BSDSU
	
Kirby 3-20
	
LUFKIN
	
M640D
	
 
	
50

	
BSDSU
	
Gilley 4-20
	
LUFKIN
	
M228D
	
 
	
40

	
BSDSU
	
Gilley 3-20
	
CMI
	
456
	
 
	
40

	
BSDSU
	
Folsom 2-20
	
LUFKIN
	
M640D
	
 
	
50




 



 


	
BSDSU
	
Gilley 20-1
	
LUFKIN
	
320D
	
 
	
50

	
BSDSU
	
Hammer 2-16
	
MORGAN
	
320
	
 
	
40

	
BSDSU
	
Green 2-17
	
LUFKIN
	
456D
	
 
	
50

	
BSDSU
	
Green 3-17
	
LUFKIN
	
M640D
	
 
	
40

	
BSDSU
	
Green 1-17
	
LUFKIN
	
M640D
	
 
	
50

	
BSDSU
	
Green 5-17
	
LUFKIN
	
M640D
	
 
	
50

	
BSDSU
	
Hembre 1-17
	
LUFKIN
	
D365
	
 
	
75

	
BSDSU
	
Hembre 2-17
	
LUFKIN
	
M640D
	
 
	
 

	
BSDSU
	
Ricky Banks 3-17
	
LUFKIN
	
M640D
	
 
	
50

	
BSDSU
	
Ricky Banks 2-17
	
BIG M
	
456D
	
 
	
50

	
BSDSU
	
Mead 3
	
LUFKIN
	
M640D
	
 
	
40

	
BSDSU
	
Karen Banks 1-18
	
BETHLEHEM
	
320D
	
 
	
40

	
BSDSU
	
Banks 9-18
	
AMERICAN
	
D 912 GA
	
 
	
100

	
BSDSU
	
Elaine 2-18
	
 
	
320DL
	
 
	
40

	
BSDSU
	
Pool 3-20
	
LUFKIN
	
M640D
	
 
	
50

	
BSDSU
	
Moxley 4-17
	
LUFKIN
	
M912DS
	
 
	
75

	
BSDSU
	
BOOSTER PUMP
	
HOSS
	
 
	
 
	
50

	
BSDSU
	
INJ PUMP
	
SCHLUMBERGER
	
 
	
 
	
200

	
BSDSU
	
POOL PUMP
	
SPOC
	
 
	
 
	
50

	
Demijohn
	
Pinkerton 1-10
	
LUFKIN
	
320D
	
 
	
40

	
Demijohn
	
Pinkerton 3-10
	
AMERICAN
	
D160G
	
 
	
30

	
Demijohn
	
Pinkerton 4-10
	
AMERICAN
	
320D
	
 
	
40

	
Walnut Hills
	
Jewell 2-21
	
LUFKIN
	
320D
	
 
	
50

	
Walnut Hills
	
Peyrot 1-28
	
LUFKIN
	
640D
	
 
	
50

	
Walnut Hills
	
Peyrot 2-28
	
LUFKIN
	
640D
	
 
	
50

	
Walnut Hills
	
Cowan 1-28
	
LUFKIN
	
640D
	
 
	
40

	
VB Fus
	
Van Buskirk 8-1A
	
LUFKIN
	
M456D-305-144
	
364T
	
40

	
VB Fus
	
Van Buskirk 6-1A
	
LUFKIN
	
C320D-213-120
	
ND364T
	
40




 

 


	
Year
	
Make
	
Model
	
VIN
	
OK-Tag

	
2015
	
Ford
	
F2S
	
1FT7X2B69FEB51471
	
V26856

	
2016
	
Toyota
	
Tacoma
	
5TFSZ5AN9GX002255
	
V27066

	
2016
	
Toyota
	
Tacoma
	
5TFSZ5AN7GX011729
	
256KGT




 

 



 

Schedule 2.5

Easements and Surface Agreements

 


	
Owner
	
Type
	
Legal
	
Date
	
Wells
	
Prospect
	
County
	
State

	
Riesen Properties, LLC, c/o Albert Riesen, Jr.
	
Surface Damage Agreement
	
NW/4 of Section 33-4S-1E
	
11/9/2011
	
Van Eaton #2-33
	
Ardmore West
	
Carter
	
OK

	
William Lee Coffey
	
Surface Damage Agreement
	
NW/4 of Section 33-4S-1E
	
11/9/2011
	
Van Eaton #2-33
	
Ardmore West
	
Carter
	
OK

	
The Crosby Family, LLC
	
Surface Use Agreement
	
NE/4 of Section 33-4S-1E
	
11/24/2010
	
Harris Ricketts #1-33,              Harris Ricketts #2-33
	
Ardmore West
	
Carter
	
OK

	
The Crosby Family, LLC
	
Surface Use Agreement
	
NE/4 of Section 33-4S-1E
	
10/21/2011
	
Harris Ricketts #3-33
	
Ardmore West
	
Carter
	
OK

	
Charles R. Richards
	
Surface Damage Agreement
	
NE/4 NE/4 SE/4 of Section 29-4S-1E
	
7/1/2010
	
Coffey #2
	
Ardmore West
	
Carter
	
OK

	
Charles R. Richards
	
Surface Damage Agreement
	
C SE/4 of Section 29-4S-1E
	
7/1/2010
	
Coffey #3
	
Ardmore West
	
Carter
	
OK

	
Robert W. & Kayla M. Sprouse
	
Surface Damage Agreement
	
SW/4 of Section 21-6N-1W
	
3/14/2017
	
Kirby #4-21
	
Battlesprings
	
Love
	
OK

	
Gary Binderim
	
Surface Damage Agreement
	
SW/4 of Section 21-6N-1W
	
12/13/2013
	
Kirby #4-21
	
Battlesprings
	
Love
	
OK

	
Joey & Daphne Hurst
	
Surface Damage Agreement
	
NE/4 of Section 20-6S-1W
	
3/11/2011
	
Gilley #4-20
	
Battlesprings
	
Love
	
OK

	
Joey & Daphne Hurst
	
Surface Damage Agreement
	
NW/4 of Section 20-6S-1W
	
3/11/2011
	
Poole #3-20
	
Battlesprings
	
Love
	
OK

	
Alta Faye Cox
	
Surface Damage Agreement
	
SE/4 SW/4 NW/4 of Section 21-6S-1W
	
6/7/2010
	
Moxley #3-21
	
Battlesprings
	
Love
	
OK

	
Robert W. Sprouse
	
Right of Way 
	
SW/4 of Section 21-6S-1W
	
2/26/2013
	
Kirby #3-21
	
Battlesprings
	
Love
	
OK

	
Gary Binderim
	
Surface Damage Agreement
	
SW/4 of Section 21-6N-1W
	
12/27/2012
	
Kirby #3-21
	
Battlesprings
	
Love
	
OK

	
John Paul Morgan, Jr.
	
Surface Damage Settlement and Release
	
S/2 SE/4 of Section 8-6S-1W
	
1/7/2011
	
Mead #2-8
	
Battlesprings
	
Love
	
OK

	
Ada Morgan Lausen
	
Surface Damage Settlement and Release
	
S/2 SE/4 of Section 8-6S-1W
	
1/7/2011
	
Mead #2-8
	
Battlesprings
	
Love
	
OK

	
Margaret Mead Gilbert
	
Surface Damage Settlement and Release
	
S/2 SE/4 of Section 8-6S-1W
	
1/7/2011
	
Mead #2-8
	
Battlesprings
	
Love
	
OK

	
Mead Children's Trust, Mary Margaret Petty, Trustee
	
Surface Damage Settlement and Release
	
S/2 SE/4 of Section 8-6S-1W
	
1/7/2011
	
Mead #2-8
	
Battlesprings
	
Love
	
OK

	
Ada Morgan Lausen
	
Surface Damage Settlement and Release
	
S/2 SE/4 of Section 8-6S-1W
	
3/25/2013
	
Mead #3-8
	
Battlesprings
	
Love
	
OK

	
H.C. Peyrot
	
Surface Damage Agreement
	
SW/4 of Section 17-6S-1W
	
11/30/2011
	
Hembree #4-17
	
Battlesprings
	
Love
	
OK




 



 


	
H.C. Peyrot
	
Surface Damage Agreement
	
Section 17-6S-1W
	
8/5/2009
	
Hembree #3-17
	
Battlesprings
	
Love
	
OK

	
Phillip E. & Carol M. Green
	
Surface Damage Agreement
	
SW/4 of Section 17-6S-1W
	
11/30/2011
	
Green #8-17
	
Battlesprings
	
Love
	
OK

	
Phillip E. & Carol M. Green
	
Surface Damage Agreement
	
SW/4 of Section 16-6S-1W
	
10/5/2011
	
Hammer #2-16
	
Battlesprings
	
Love
	
OK

	
Phillip E. & Carol M. Green
	
Surface Damage Agreement
	
SW/4 of Section 17-6S-1W
	
7/28/2011
	
Green #7-17
	
Battlesprings
	
Love
	
OK

	
Phillip E. & Carol M. Green
	
Surface Damage Agreement
	
NW/4 of Section 17-6S-1W
	
9/3/2010
	
Banks #7-17
	
Battlesprings
	
Love
	
OK

	
Phillip E. & Carol M. Green
	
Surface Damage Agreement
	
NE/4 of Section 17-6S-1W
	
10/17/2009
	
Green #1-17
	
Battlesprings
	
Love
	
OK

	
Phillip E. & Carol M. Green
	
Surface Damage Agreement
	
SE/4 of Section 17-6S-1W
	
9/3/2010
	
Green #2-17
	
Battlesprings
	
Love
	
OK

	
Phillip E. & Carol M. Green
	
Surface Damage Agreement
	
SE/4 of Section 17-6S-1W
	
9/3/2010
	
Green #3-17
	
Battlesprings
	
Love
	
OK

	
Phillip E. & Carol M. Green
	
Surface Damage Agreement
	
SE/4 of Section 17-6S-1W
	
12/31/2010
	
Green #4-17
	
Battlesprings
	
Love
	
OK

	
Phillip E. & Carol M. Green
	
Surface Damage Agreement
	
SE/4 of Section 17-6S-1W
	
1/19/2011
	
Green #5-17
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
NW/4 of Section 8-6S-1W
	
10/28/2014
	
Banks #15-8
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
NE/4 of Section 18-6S-1W
	
1/27/2014
	
C. Banks #3-18
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
NW/4 of Section 17-6S-1W
	
3/19/2013
	
R. Banks #3-17
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
SE/4 of Section 8-6S-1W
	
10/23/2012
	
Mead #3-8
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
Section 18-6S-1W
	
8/4/2009
	
Banks #8-18
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
Section 17-6S1W
	
8/4/2009
	
Moxley #5-17
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
Section 18-6S-1W
	
2/25/2011
	
Elaine #3-18
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
Section 18-6S-1W
	
4/17/2014
	
Elaine #4-18
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
Ricky Banks #2-17
	
1/26/2011
	
Banks #11-18
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
Section 17-6S1W
	
2/25/2011
	
Ricky Banks #2-17
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
Section 18-6S-1W
	
12/30/2010
	
Ricky Banks #2-18
	
Battlesprings
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
Section 18-6S-1W
	
12/4/2010
	
Banks #9-18
	
Battlesprings
	
Love
	
OK




 



 


	
Jimmy V. & Martha L. Greenwood
	
Surface Damage Agreement
	
SW/4 of Section 13-6S-1W
	
9/8/2013
	
Henson #4-13
	
Eastman Hills
	
Love
	
OK

	
Dr. Emilie T. Stahler
	
Surface Damage Release and Grant of Surface Easement
	
NE/4 NW/4, NW/4 NE/4 of Section 24-5S-1W
	
12/1/2014
	
Stahler #1-24
	
Eastman Hills
	
Love
	
OK

	
Helen F. Sullivan, et al.
	
Surface Damage Agreement
	
SW/4 NE/4 SW/4 of Section 6-6S-2W
	
12/28/2012
	
Sullivan #5-6
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
SW/4 of Section 8-6S-1W
	
3/19/2013
	
Banks #14-8
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
SE/4 of Section 7-6S-1W
	
10/23/2012
	
Berry-Williams #2-7
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
NE/4 of Section 7-6S-1W
	
5/5/2012
	
Banks #8-7
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
SW/4 NE/4 SW/4 of Section 7-6S-1W
	
6/9/2010
	
Vick #2-7
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
S/2 SE/4 SE/4 SW/4 of Section 7-6S-1W
	
6/9/2010
	
Banks #12-7
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Agreement
	
S/2 SE/4 SW/4 SE/4 of Section 7-6S-1W
	
3/17/2010
	
Banks #11-7
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Agreement and Damage Settlement
	
NE/4 NE/4 NE/4 of Section 7-6S-1W
	
10/1/2010
	
Banks #7-7
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Agreement and Damage Settlement
	
NE/4 NW/4 of Section 7-6S-1W
	
10/1/2010
	
Banks #6-7
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Agreement and Damage Settlement
	
Section 8-6S-1W
	
6/4/2011
	
Banks #13-8
	
Highlands
	
Love
	
OK

	
Ricky Banks
	
Surface Damage Settlement and Release
	
NW/4 of Section 8-6S-1W 
	
2/10/2009
	
Banks #5-8
	
Highlands
	
Love
	
OK

	
Anthony Schiralli
	
Surface Damage Agreement
	
NE/4 SW/4 NW/4 of Section 1-6S-2W
	
6/15/2010
	
Van Buskirk #5-1
	
Highlands
	
Love
	
OK

	
Anthony Schiralli
	
Surface Damage Agreement
	
SE/4 SE/4 NE/4 of Section 1-6S-2W
	
6/16/2010
	
Van Buskirk #6-1
	
Highlands
	
Love
	
OK

	
Anthony Schiralli
	
Surface Damage Agreement
	
SW/4 SW/4 NW/4 of Section 1-6S-2W
	
6/14/2010
	
Van Buskirk #7-1
	
Highlands
	
Love
	
OK

	
Anthony Schiralli
	
Surface Damage Agreement
	
NE/4 of Section 1-6S-2W
	
1/23/2013
	
Van Buskirk #8-1
	
Highlands
	
Love
	
OK

	
Anthony Schiralli
	
Surface Damage Agreement
	
NE/4 of Section 1-6S-2W
	
3/25/2014
	
Van Buskirk #8-1 A
	
Highlands
	
Love
	
OK

	
Anthony Schiralli
	
Surface Damage Agreement
	
NE/4 of Section 1-6S-2W
	
1/23/2013
	
Van Buskirk #9-1
	
Highlands
	
Love
	
OK

	
Lawrence S. McGee, Jr. and Mary McGee Boggs
	
Surface Damage Agreement
	
NE/4 of Section 12-6S-2W
	
1/21/2014, 1/23/2014
	
Sullivan #9-12
	
Highlands
	
Love
	
OK

	
Lawrence S. McGee, Jr. and Mary McGee Boggs
	
Surface Damage Agreement
	
NE/4 of Section 12-6S-2W
	
6/22/2011
	
Sullivan #13-12
	
Highlands
	
Love
	
OK

	
Elam Resources, Jane Sullivan Elam, VP
	
Surface Damage Agreement
	
NW/4 of Section 12-6S-2W
	
8/27/2014
	
Sullivan #12-12
	
Highlands
	
Love
	
OK




 



 


	
Elam Resources, Jane Sullivan Elam, VP
	
Surface Damage Agreement
	
NW/4 of Section 12-6S-2W
	
8/28/2014
	
Sullivan #11-12
	
Highlands
	
Love
	
OK

	
Elam Resources, Jane Sullivan Elam, VP
	
Surface Damage Agreement
	
NW/4 of Section 12-6S-2W
	
5/20/2010
	
Sullivan #10-12
	
Highlands
	
Love
	
OK

	
Jerome C. Sullivan, Jr. Testamentary Trust, et al
	
Surface Damage Settlement and Release
	
S/2 of Section 1-6S-2W
	
11/24/2008
	
Sullivan #4-1                            Sullivan #A-1               Sullivan 2-1                 Sullivan 1-1
	
Highlands
	
Love
	
OK

	
Shanna Kay Stallings, et al
	
Surface Damage Agreement
	
SE/4 of Section 1-6S-2W
	
12/13/2013
	
Sullivan #14-1
	
Highlands
	
Love
	
OK

	
Shanna Kay Stallings, et al
	
Surface Damage Agreement
	
SE/4 of Section 1-6S-2W
	
6/28/2012
	
Sullivan #13-1
	
Highlands
	
Love
	
OK

	
Helen F. Sullivan Revocable Trust, et al
	
Surface Damage Agreement
	
NW/4 of Section 12-6S-2W
	
10/3/2010
	
P.D. Sullivan #3-6
	
Highlands
	
Love
	
OK

	
Jerome C. Sullivan, Jr. Testamentary Trust, et al
	
Surface Damage Agreement
	
SE/4 of Section 1-6S-2W
	
1/1/2011
	
Sullivan #9-12
	
Highlands
	
Love
	
OK

	
Jerome C. Sullivan, Jr. Testamentary Trust, et al
	
Surface Damage Agreement
	
SE/4 of Section 1-6S-2W
	
6/5/2010
	
Sullivan #8-1
	
Highlands
	
Love
	
OK

	
Alan Gustine
	
Surface Agreement & Damage Settlement
	
Section 2-6S-2W
	
7/22/2010
	
Miller #1-11
	
Highlands
	
Carter
	
OK

	
Jeanne Collett aka Cockrill
	
Surface Damage Agreement
	
NE/4 of Section 11-6S-2W
	
9/19/2012
	
Miller #2-11
	
Highlands
	
Love
	
OK

	
Jerome C. Sullivan, Jr. Testamentary Trust, et al
	
Surface Damage Agreement
	
SE/4 of Section 1-6S-2W
	
9/30/2011
	
Sullivan #12-1
	
Highlands
	
Love
	
OK

	
Alan & Theresa Gustine
	
Surface Damage Agreement
	
SE/4 of Section 2-6S-2W
	
3/16/2011
	
Tom #3-2
	
Highlands
	
Love
	
OK

	
Alan & Theresa Gustine
	
Surface Damage Agreement
	
SE/4 of Section 2-6S-2W
	
6/7/2012
	
Tom #4-2
	
Highlands
	
Love
	
OK

	
Helen F. Sullivan Revocable Trust, et al
	
Surface Damage Agreement
	
SW/4 of Section 6-6S-2W
	
12/15/2010
	
Sullivan #4-6
	
Highlands
	
Love
	
OK

	
Jerome C. Sullivan, Jr. Testamentary Trust, et al
	
Surface Damage Agreement
	
SE/4 of Section 1-6S-2W
	
9/30/2017
	
Sullivan #11-1
	
Highlands
	
Love
	
OK

	
Michael R. & Stacey L. Ayres
	
Surface Damage Agreement
	
Section 7-6S-1W
	
3/28/2011
	
Paschall #3-7
	
Highlands
	
Love
	
OK

	
Michael R. & Stacey L. Ayres
	
Surface Damage Agreement
	
Section 12-6S-2W
	
9/28/2011
	
Ron #3-12
	
Highlands
	
Love
	
OK

	
Helen F. Sullivan Revocable Trust, et al
	
Surface Damage Settlement and Release
	
Section 6-6S-1W
	
11/21/2008
	
WJ Banks #1-6                       Dunbar #1-6
	
Highlands
	
Love
	
OK

	
Bridget Ann Sullivan Wicklander
	
Surface Damage Agreement
	
NW/4 of Section 12-6S-2W
	
8/1/2012
	
Sullivan #14-12
	
Highlands
	
Love
	
OK

	
Bridget Ann Sullivan Wicklander
	
Surface Damage Agreement
	
Section 12-6S-2W
	
5/26/2010
	
Sullivan #7-12
	
Highlands
	
Love
	
OK

	
L.E. Jones Resources
	
Surface Use Agreement
	
SW/4 of Section 8-6S-1W
	
11/24/2010
	
Banks #10-8
	
Highlands
	
Love
	
OK

	
Jerome C. Sullivan, Jr. Testamentary Trust, et al
	
Surface Damage Agreement
	
SE/4 of Section 1-6S-2W
	
2/10/2011
	
Sullivan #10-12
	
Highlands
	
Love
	
OK




 



 


	
Helen F. Sullivan Revocable Trust, et al
	
Surface Damage Agreement
	
SW/4 of Section 6-6S-1W
	
8/31/2010
	
Sullivan #3-6
	
Highlands
	
Love
	
OK

	
Kimbro Family Catastrophic Trust
	
Surface Damage Agreement
	
SW/4 of Section 14-5S-2W
	
9/27/2010
	
Ringling #4-14
	
SE Hewitt
	
Carter
	
OK

	
Mr. & Mrs. Leslie Kimbro
	
Surface Agreement & Damage Settlement
	
SE/4 of Section 15-5S-2W
	
1/4/2010
	
Collins #2                                  Collins #3
	
SE Hewitt
	
Carter
	
OK

	
Claud N. Bain
	
Surface Damage Agreement
	
SE/4 of Section 10-5S-2W
	
8/31/2013
	
Goddard #4-10
	
SE Hewitt
	
Carter
	
OK

	
Claude N. Bain & Claudia T. Bain
	
Surface Damage Agreement
	
E/2 SW/4 of Section 10-5S-2W
	
8/28/2009
	
Goddard #2-10
	
SE Hewitt
	
Carter
	
OK

	
Barry Dollar
	
Surface Agreement & Damage Settlement
	
NE/4 of Section 15-5S-2W
	
4/19/2011
	
Collins #1-15
	
SE Hewitt
	
Carter
	
OK

	
Jeanne Vernon
	
Surface Agreement & Damage Settlement
	
Section 15-5S-2W
	
11/1/2009
	
Kim #1-15
	
SE Hewitt
	
Carter
	
OK

	
Conver Nipp
	
Surface Agreement & Damage Settlement
	
Section 10-5S-2W
	
11/4/2009
	
Nipp #10-1
	
SE Hewitt
	
Carter
	
Ok

	
Bob Pinkerton
	
Surface Damage Agreement
	
SE/4 of Section 10-5S-2W
	
8/2/2012
	
Goddard #3-10
	
SE Hewitt
	
Carter
	
OK

	
Rex C. Billingsley
	
Surface Agreement & Damage Settlement
	
Section 14-5S-2W
	
5/26/2011
	
Ringling #1-14                 Ringling #2-14
	
SE Hewitt
	
Carter
	
OK

	
Bob Pinkerton
	
Surface Damage Agreement
	
SW/4 of Section 10-5S-2W
	
5/11/2011
	
Rummell #2-10
	
SE Hewitt
	
Carter
	
OK

	
Dale Houska
	
Surface Damage Agreement
	
NE/4 of Section 36-5S-2W
	
5/6/2014
	
Schaff #4-36
	
Twin Forks
	
Carter
	
OK

	
Mid-Con Energy Operating, Inc.
	
Surface Damage Agreement
	
SW/4 of Section 36-5S-2W
	
4/25/2013
	
Parton #2-36
	
Twin Forks
	
Carter
	
OK

	
Mid-Con Energy Operating, Inc.
	
Surface Damage Agreement
	
SE/4 of Section 36-5S-2W
	
6/19/2013
	
Martin #6-36
	
Twin Forks
	
Carter
	
OK

	
Bridget Ann Sullivan Wicklander
	
Surface Damage Agreement
	
SW/4 SE/4 NW/4 of Section 36-5S-2W
	
7/20/2010
	
Boggs #2-36
	
Twin Forks
	
Carter
	
OK

	
Jane Sullivan Elam
	
Surface Damage Settlement and Release
	
N/2 SE/4 NW/4 of Section 36-5S-2W
	
5/25/2011
	
Boggs #2-36
	
Twin Forks
	
Carter
	
OK

	
Lawrence S. McGee, Jr. 
	
Surface Damage Settlement and Release
	
S/2 SE/4 NW/4 of Section 36-5S-2W
	
5/23/2011
	
Boggs #2-36
	
Twin Forks
	
Carter
	
OK

	
Mary McGee Boggs
	
Surface Damage Settlement and Release
	
S/2 SE/4 NW/4 of Section 36-5S-2W
	
5/24/2011
	
Boggs #2-36
	
Twin Forks
	
Carter
	
OK

	
Lawrence S. McGee, Jr. and Mary McGee Boggs
	
Surface Damage Agreement
	
SW/4 NE/4 NW/4 of Section 36-5S-2W
	
8/25/2011
	
Boggs #3-36
	
Twin Forks
	
Carter
	
OK

	
Duffy Goode
	
Surface Damage Agreement
	
NW/4 of Section 36-5S-2W 
	
8/29/2012
	
Boggs #4-46
	
Twin Forks
	
Carter
	
OK

	
Ken Swan
	
Surface Damage Settlement and Release
	
E/2 NE/4 of Section 36-5S-2W
	
10/19/2009
	
Dunlap #1
	
Twin Forks
	
Carter
	
OK

	
Chase Schaff
	
Right of Way Easement
	
W/2 NE/4 of Section 36-5S-2W
	
12/1/1988
	
Service Schaff Wells
	
Twin Forks
	
Carter
	
OK

	
Byron Schaff
	
Right of Way Easement
	
W/2 NE/4 of Section 36-5S-2W
	
11/29/1988
	
Service Schaff Wells
	
Twin Forks
	
Carter
	
OK




 



 


	
W.W. Martin, LLC
	
Damage Release and Agreement
	
NW/4 NE/4 SE/4 of Section 36-5S-2W
	
8/3/2011
	
Martin #3-36
	
Twin Forks
	
Carter
	
OK

	
W.W. Martin, LLC
	
Damage Release and Agreement
	
SE/4 NE/4 SE/4 of Section 36-5S-2W
	
6/29/2012
	
Martin #4-36
	
Twin Forks
	
Carter
	
OK

	
W.W. Martin, LLC
	
Damage Release and Agreement
	
SE/4 NW/4 SE/4 and  SW/4 NE/4 SE/4 of Section 36-5S-2W
	
12/18/2012
	
Martin #5-36
	
Twin Forks
	
Carter
	
OK

	
Rose Stacy
	
Surface Damage Agreement
	
SE/4 SW/4 SW/4 of Section 36-5S-2W
	
4/12/2010
	
Stacy #2-36
	
Twin Forks
	
Carter
	
OK




 

 



 

Schedule 2.8
Retained Assets

 

 

The surface acreage described below is specifically excluded from the PSA.

 


	
County
	
Legal Description
	
Acres
	
Conveyance Document
	
Recorded
	
Dated

	
Carter
	
SE/4 of Section 36-T5S-R2W
	
160
	
GWD - WW Martin
	
5664/242
	
3/7/2013

	
Carter
	
N/2 SW/4 and E/2 SE/4 SW/4 of Section 36-T5S-R2W
	
100
	
WD - Dolores Willingham
	
5576/20
	
9/5/2012

	
Love
	
W/2 of 6-6S-1W
	
272.8
	
 WD - Sullivans
	
832/824 
	
 7/21/2017 

	
Carter
	
S/2 SW SW of 31-5S-1W
	
20
	
 WD - Sullivans
	
6421/191 
	
 7/20/2017




 

 

All equipment owned by ME3 Services, LLC, an independent oil services company.

 

 

The vehicles listed below:

 


	
Year
	
Make
	
Model
	
VIN
	
OK-Tag

	
2012
	
Ford
	
F-150
	
1FTFX1EF3CFD07706
	
ESY206

	
2012
	
Ford
	
F-150
	
1FTFX1EF2CKE32428
	
ESY205

	
2011
	
Ford
	
F-250 Super Duty
	
1FT7X2B65BEC35197
	
V26850

	
2012
	
Ford
	
F-150
	
1FTFW1ET3CKE38876
	
V27003

	
2014
	
GMC
	
Sierra
	
1GTV2TEH8EZ249715
	
V27004

	
2006
	
Ford
	
F-150
	
1FTPX14V76NB40807
	
V27065

	
2014
	
Ford
	
F-150
	
1FTFW1EF5EKF90977
	
DLZ-562




 

 

 

 

 



 

Schedule 3.2

Escrow Agreement

 

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Escrow Agreement”) is dated effective as of the 8th day of November, 2017 (the “Effective Date”), by and among Exponent Energy III LLC, a Delaware limited liability company (“Buyer”), Mid-Con Energy Properties, LLC,, a Delaware limited liability company (“Seller”), and SunTrust Bank, a  Georgia banking corporation (the “Escrow Agent”).    Buyer, Seller and the Escrow Agent are sometimes hereinafter referred to collectively as the “Parties” and singularly as a “Party.”  The Parties hereby agree as follows:

W I T N E S S E T H:

WHEREAS, Buyer and Seller have entered into that certain Purchase And Sale Agreement  dated as of even date herewith (the “Purchase Agreement”) pursuant to the terms of  which, Buyer is purchasing from Seller, and Seller is selling to Buyer, certain oil and gas and surface properties located in Carter and Love Counties, Oklahoma; and

WHEREAS, all capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement unless otherwise specifically indicated; and

WHEREAS, on the Effective Date Buyer shall deliver to the Escrow Agent  funds in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (the “Escrowed Funds”); and

WHEREAS, the Escrowed Funds are being held by the Escrow Agent pending closing of the transaction contemplated by the Purchase Agreement (the “Transaction”); and

WHEREAS, Buyer and Seller acknowledge that the Escrow Agent is not a party to, and has no duties or obligations under, the Purchase Agreement, that all references in this Escrow Agreement to the Purchase Agreement are for convenience only, and that the Escrow Agent shall have no implied duties beyond the express duties set forth in this Escrow Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

I.Terms and Conditions

1.1.The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.

1.2The Buyer shall remit $1,250,000.00 (the “Escrow Fund”) to the Escrow Agent, using the wire instructions set forth below, to be held by the Escrow Agent and invested and disbursed as provided in this Escrow Agreement.

 


			
	
 
	
SunTrust Bank
	
 

	
 
	
ABA:  061000104
	
 

	
 
	
Account: 9443001321
	
 

	
 
	
Account Name:  Escrow Services
	
 

	
 
	
Reference: Exponent Energy III LLC
	
 

	
 
	
Attention:  Megan Gazzola 804-782-5407
	
 




 

1.3. Within two Business Days of receipt of either (a) joint written instructions (“Joint Instructions”), signed by an authorized representative of the each of the Parties set forth on such Party’s Certificate of 

 



 

Incumbency provided to the Escrow Agent pursuant to Section 4.13, or (b) a Final Decision (as defined below), in each case specifying the amount of the disbursement and containing instructions for payment of the disbursement, the Escrow Agent shall disburse funds as provided in  the Joint Instructions or Final Decision, as the case may be, but only to the extent that funds are collected and available. For purposes of this Escrow Agreement, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth in Section 4.5 is authorized or required by law or executive order to remain closed. For purposes of this Escrow Agreement, “Final Decision” shall mean a written final order of a court or arbitration panel of competent jurisdiction delivered by a Party to the Escrow Agent and accompanied by a written opinion from legal counsel for such Party to the effect that such order is final and not subject to further proceedings or appeal and a written instruction from such Party to the Escrow Agent to effectuate such order. The Escrow Agent shall be entitled conclusively to rely upon any such opinion and instruction and shall have no responsibility to make any determination as to whether such order is from a court or arbitration panel of competent jurisdiction or is a final order.  In addition, in the event of the bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or threatened against Seller, within two Business Days of receipt of the written instruction of Buyer (“Buyer’s Instructions”), signed by an authorized representative of the Buyer set forth on Buyer’s Certificate of Incumbency provided to the Escrow Agent pursuant to Section 4.13, specifying the amount of the disbursement and containing instructions for payment of the disbursement, the Escrow Agent shall disburse funds as provided in the Buyer’s Instructions, but only to the extent that funds are collected and available. 

1.4.If the Buyer has or claims to have amounts for which it is or may be entitled to indemnification under the Purchase Agreement, the Buyer  shall deliver on or prior to the Release Date, as defined below, a written claim notice (a “Claim Notice”) to the Buyer and the Escrow Agent. Each Claim Notice shall include the amount claimed (the “Claimed Amount”) and payment instructions for the Claimed Amount. 

1.5On the date that is two Business Days following November 8th, 2019 [the second anniversary of the date of this Escrow Agreement, such anniversary]being the “Release Date”), the Escrow Agent shall distribute to the [Party] an amount from the Escrow Fund equal to (i) the amount then in the Escrow Fund minus (ii) the aggregate Claimed Amount reflected in Claim Notices which the Escrow Agent has  received on or prior to the Release Date and which have not been resolved in accordance with Section 1.4 (the “Unresolved Claimed Amount”).  The Unresolved Claimed Amount shall be disbursed in accordance with Section 1.3 or Section 1.4, as applicable. After all Claim Notices related to the Unresolved Claimed Amount have been resolved, any amounts remaining in the Escrow Fund shall be distributed by the Escrow Agent to the Seller.

II.Provisions as to Escrow Agent

2.1.This Escrow Agreement expressly and exclusively sets forth the duties of the Escrow Agent with respect to any and all matters pertinent hereto, which duties shall be deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall in no event be deemed to be a fiduciary to any Party or any other person or entity under this Escrow Agreement.  The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Escrow Agent’s willful misconduct or gross negligence.  In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of any Party to take any action in accordance with this Escrow Agreement. Any wire transfers of funds made by the Escrow Agent pursuant to this Escrow Agreement will be made subject to and in accordance with the Escrow Agent’s usual and ordinary wire transfer procedures in effect from time to time. The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the provisions of this Escrow Agreement. 

 



 

The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings.

2.2.The Parties acknowledge and agree that the Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of  this Escrow Agreement or any part thereof, or of any person executing or depositing such subject matter. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.

2.3.This Escrow Agreement constitutes the entire agreement between the Escrow Agent and the Parties  in connection with the subject matter of this Escrow  Agreement, and no other agreement entered into between the Parties, or any of them, including, without limitation, the Purchase and Sale Agreement, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof.

2.4.The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify any Party or any other person or entity interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Escrow Agreement.

2.5.The Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of  this Escrow Agreement and items amending the terms of this Escrow Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of any kind hereunder. 

2.6.The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents.  The Escrow Agent shall be entitled to seek the advice of legal counsel with respect to any matter arising under this Escrow Agreement and the Escrow Agent shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the advice of such legal counsel. The Parties shall be jointly and severally liable for and shall promptly pay upon demand by the Escrow Agent the reasonable and documented fees and expenses of any such legal counsel. 

2.7.In the event of any disagreement between any of the  Parties,  or between any of them and any other  person or entity, resulting in adverse claims or demands being made in connection with the matters covered by this Escrow Agreement, or in the event that the Escrow Agent, in good faith,  is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any  Party or other person or entity for its failure or refusal to act, and the Escrow Agent shall be entitled to continue  to refrain from acting until (i) the rights of the Parties and all other interested  persons and entities shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been  settled and all doubt resolved by agreement among all of the Parties and all other interested  persons and entities, and the Escrow Agent shall have been notified thereof in writing signed by the Parties and all such  persons and entities.  Notwithstanding the preceding, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction, or of an agency of the United States or any political subdivision thereof, or of any agency of any State of the United States or of any political subdivision of any thereof, and the Escrow Agent is hereby authorized in its sole 

 



 

discretion to comply with and obey any such orders, judgments, decrees or levies.  The rights of the Escrow Agent under this sub-paragraph are cumulative of all other rights which it may have by law or otherwise.

In the event of any disagreement or doubt, as described above, the Escrow Agent shall have the right, in addition to the rights described above and at the election of the Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all funds and property held under this Escrow Agreement, and the Escrow Agent shall have the right to take such other legal action as may be appropriate or necessary, in the sole discretion of the Escrow Agent.  Upon such tender, the Parties agree that the Escrow Agent shall be discharged from all further duties under this Escrow Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder.

2.8. The Parties jointly and severally agree to indemnify, defend and hold harmless the Escrow Agent and each of the Escrow Agent’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any and all losses, liabilities, claims made by any Party or any other person or entity, damages, expenses and costs (including, without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur and which arise directly or indirectly from this Escrow Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by  such Indemnified Party’s gross negligence or willful misconduct.  The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.

2.9. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

2.10. The Escrow Agent may resign at any time from its obligations under this Escrow Agreement by providing written notice to the Parties.  Such resignation shall be effective on the date set forth in such written notice, which shall be no earlier than thirty (30) days after such written notice has been furnished.  In such event, the Parties shall promptly appoint a successor escrow agent. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, the Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction all funds and other property then held by the Escrow Agent hereunder and the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Escrow Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder.

2.11 The Escrow Agent and any director, officer or employee of the Escrow Agent may become financially interested in any transaction in which any of the Parties may be interested and may contract with and lend money to any Party and otherwise act as fully and freely as though it were not escrow agent under this Escrow Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for any Party.

III.Compensation of Escrow Agent

3.1.The Parties jointly and severally agree to pay to the Escrow Agent compensation, and to reimburse the Escrow Agent for costs and expenses, all in accordance with the provisions of Exhibit B hereto, which is incorporated herein by reference and made a part hereof. The fees agreed upon for the services rendered hereunder  are intended as full compensation for the Escrow Agent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement or any material modification hereof, or if any  dispute or controversy arises hereunder, or the Escrow Agent is made a party 

 



 

to any litigation pertaining to this Escrow Agreement  or the subject matter hereof, then the   Parties jointly and severally agree to compensate   the Escrow Agent for such extraordinary services and  reimburse the Escrow Agent for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such  event. In the event the Escrow Agent is authorized to make a distribution of funds to any Party (or at the direction of any Party) pursuant to the terms of this Escrow Agreement, and fees or expenses are then due and payable to the Escrow Agent pursuant to the terms of this Escrow Agreement (including, without limitation, amounts owed under this Section 3.1 and Section 2.8) by the Party receiving or directing such distribution, the Escrow Agent is authorized to offset and deduct such amounts due and payable to it from such distribution. The Escrow Agent shall have, and is hereby granted, a prior lien upon and first priority security interest in the Escrow Fund (and the earnings and interest accrued thereon) with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and without judicial action to foreclose such lien and security interest, and the Escrow Agent shall have and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Escrow Fund (and the earnings and interest accrued thereon). The provisions of this section shall survive the termination of this Escrow Agreement and any resignation or removal of the Escrow Agent.  

IV.Miscellaneous

4.1.The Escrow Agent shall make no disbursement, investment or other use of funds until and unless it has collected funds.  The Escrow Agent shall not be liable for collection items until the proceeds of the same in actual cash have been received or the Federal Reserve has given the Escrow Agent credit for such funds.

4.2.The Escrow Agent shall invest all funds held pursuant to this Escrow Agreement in the SunTrust Non-Interest Deposit Option (SNIDO). The investments in the SNIDO are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”), in the standard FDIC insurance amount of $250,000, including principal and accrued interest, and are not secured.  The SNIDO is more fully described in materials which have been furnished to the Parties by the Escrow Agent, and the Parties acknowledge receipt of such materials from the Escrow Agent. Instructions to make any other investment must be in writing and signed by each of the Parties.  The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to the investment of moneys held hereunder or the purchase, sale, retention or other disposition of any investment, and the Escrow Agent shall not be liable to any Party or any other person or entity for any loss incurred in connection with any such investment.  The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity.  The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging any applicable agency fee in connection with each transaction. The Escrow Agent shall  use its best efforts to invest funds on a timely basis upon receipt of such funds; provided, however, that the Escrow Agent shall in no event  be liable for compensation to any  Party or other person or entity related to funds which are held un-invested or funds which are not invested timely. The Escrow Agent is authorized and directed to sell or redeem any investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. Any investment earnings and income on the Escrow Fund shall become part of the Escrow Fund and shall be disbursed in accordance with this Escrow Agreement.

4.3The Escrow Agent shall provide monthly reports of transactions and holdings to the Parties as of the end of each month, at the addresses provided by the Parties in Section 4.5.  

4.4The Parties agree that all interest and income from the investment of the funds shall be reported as having been earned by the Seller as of the end of each calendar year whether or not such income was disbursed during such calendar year and to the extent required by the Internal Revenue Service.  On or before the execution and delivery of this Escrow Agreement,  each of the Parties shall provide to the Escrow Agent a correct, duly completed,  dated and executed current United States Internal Revenue Service Form W-9 or Form W-8, whichever is appropriate, or any successor forms thereto, in a form and substance satisfactory to the Escrow Agent including appropriate supporting documentation and/or any 

 



 

other form, document, and/or certificate required or reasonably requested by the Escrow Agent to validate the form provided.  Notwithstanding anything to the contrary herein provided, except for the delivery and filing of tax information reporting forms required pursuant to the Internal Revenue Code of 1986, as amended, to be delivered and filed with the Internal Revenue Service by the Escrow Agent, as escrow agent hereunder, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Escrow Agreement or any income earned thereon. With respect to the preparation, delivery and filing of such required tax information reporting forms and all matters pertaining to the reporting of earnings on funds held under this Escrow Agreement, the Escrow Agent shall be entitled to request and receive written instructions from the Seller, and the Escrow Agent shall be entitled to rely conclusively and without further inquiry on such written instructions. The Parties jointly and severally  agree to indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Fund or any earnings or interest thereon unless such tax, late payment, interest, penalty or other cost or expense was finally adjudicated by a court of competent jurisdiction to have been directly caused by the gross negligence of willful misconduct of the Escrow Agent. The indemnification provided in this section is in addition to the indemnification provided to the Escrow Agent elsewhere in this Escrow Agreement and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.  

4.5.Any notice, request for consent, report, or any other communication required or permitted in this Escrow Agreement shall be in writing and shall be deemed to have been given when  delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by electronic mail to the e-mail address given below, and written confirmation of receipt is obtained promptly after completion of the transmission, (iv) by overnight delivery  by a reputable national overnight delivery service, or (v) by United States mail, postage prepaid, or by certified mail, return receipt requested and postage prepaid, in each case to the appropriate address set forth below or at such other address as any party hereto may have furnished to the other parties hereto in writing :

 


	
 
	
If to Escrow Agent:
	
 
	
SunTrust Bank

	
 
	
 
	
 
	
 
	
Attn: Escrow Services

	
 
	
 
	
 
	
 
	
919 East Main Street, 7th Floor

	
 
	
 
	
 
	
 
	
Richmond, Virginia 23219

	
 
	
 
	
 
	
 
	
Client Manager: Megan Gazzola

	
 
	
 
	
 
	
 
	
Phone: 804-782-5407

	
 
	
 
	
 
	
 
	
Facsimile:  804-225-7141

	
 
	
 
	
 
	
 
	
Email:  Megan.Gazzola@SunTrust.com




 


							
	
 
	
If to Buyer:
	
 
	
Exponent Energy III LLC

	
 
	
 
	
 
	
 
	
1650 East 21st Street, Suite 215

	
 
	
 
	
 
	
 
	
Tulsa, Oklahoma 74114

	
 
	
 
	
 
	
 
	
Attn:  Chris Bird – Managing Member

	
 
	
 
	
 
	
 
	
Phone:  918-270-9927

	
 
	
 
	
 
	
 
	
Email: chris@exponent-energy.com

	
 
	
 
	
 
	
 
	
Tax identification #:
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 




 


	
 
	
If to Seller:
	
 
	
Mid-Con Energy Properties, LLC

	
 
	
 
	
 
	
 
	
2431 E. 61st Street, Suite 850

	
 
	
 
	
 
	
 
	
Tulsa, Oklahoma  74136

	
 
	
 
	
 
	
 
	
Attention: Vice President General Counsel

	
 
	
 
	
 
	
 
	
Phone:  918-743-7575

	
 
	
 
	
 
	
 
	
Facsimile: 918-743-8859

	
 
	
 
	
 
	
 
	
Email:  cmclawhorn@midcon-energy.com

	
 
	
 
	
 
	
 
	
Tax identification #: 45-2842566




 

 



 

Any party hereto may unilaterally designate a different address by giving notice of each change in the manner specified above to each other party hereto. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall not be deemed to have received any notice, request, report or other communication hereunder prior to the Escrow Agent’s actual receipt thereof.

4.6.This Escrow Agreement is being made in and is intended to be construed according to the laws of the State of Oklahoma.  Except as permitted in Section 2.9, neither this Escrow Agreement nor any rights or obligations hereunder may be assigned by any party hereto without the express written consent of each of the other parties hereto. This Escrow Agreement shall inure to and be binding upon the Parties and the Escrow Agent and their respective successors, heirs and permitted assigns.  

4.7.The terms of this Escrow Agreement may be altered, amended, modified or revoked only by an instrument in writing signed by all the Parties and the Escrow Agent.

4.8. This Escrow Agreement is for the sole benefit of the Indemnified Parties, the Parties and the Escrow Agent, 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 Escrow Agreement.

4.9.  No party to this Escrow Agreement shall be liable to any other party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control.

4.10This Escrow Agreement shall terminate on the first to occur of (i) the date on which all of the funds and property held by the Escrow Agent under this Escrow Agreement have been disbursed or (ii) November 15 2019 at which time the Escrow Agent is authorized and directed to disburse all of the remaining funds and property held hereunder in accordance with the joint written instructions of the Parties. Upon the termination of this Escrow Agreement and the disbursement of all of the funds and property held hereunder, this Escrow Agreement shall be of no further effect except that the provisions of Sections 2.8, 3.1 and 4.4 shall survive such termination. 

4.11.All titles and headings in this Escrow Agreement are intended solely for convenience of reference and shall in no way limit or otherwise affect the interpretation of any of the provisions hereof.

4.12.This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

4.13. Contemporaneously with the execution and delivery of this Escrow Agreement and, if necessary, from time to time thereafter, each of the  Parties shall execute and deliver to the Escrow Agent a Certificate of Incumbency substantially in the form of Exhibit A-1 and A-2 hereto, as applicable (a “Certificate of Incumbency”), for the purpose of establishing the identity and authority of persons entitled to issue notices, instructions or directions to the Escrow Agent on behalf of each such party. Until such time as the Escrow Agent shall receive an amended Certificate of Incumbency replacing any Certificate of Incumbency theretofore delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on the most recent Certificate of Incumbency furnished to the Escrow Agent. Whenever this Escrow Agreement provides for joint written notices, joint written instructions or other joint actions to be delivered to the Escrow Agent, the Escrow Agent shall be fully protected in relying, without further inquiry, on any joint written notice, instructions or action executed by persons named in such Certificate of Incumbency.

 

 



 

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

 


	
 
	
SunTrust Bank, as Escrow Agent

	
 
	
 

	
 
	
By:
	
 
	
 

	
 
	
Name:
	
 
	
 

	
 
	
Title:
	
 
	
 




 

 


	
 
	
Exponent Energy III LLC

	
 
	
 

	
 
	
By:
	
 
	
 

	
 
	
Name:
	
 
	
 

	
 
	
Title:
	
 
	
 




 

 


	
 
	
Mid-Con Energy Properties, LLC

	
 
	
 

	
 
	
By:
	
 
	
 

	
 
	
Name:
	
Jeffrey R Olmstead
	
 

	
 
	
Title:
	
President & Chief Executive Officer
	
 




 



 

EXHIBIT A-1

Certificate of Incumbency

(List of Authorized Representatives)

 

 

Client Name: Buyer:  Exponent Energy LLC

 

As an Authorized Officer of the above referenced entity, I hereby certify that each person listed below is an authorized signor for such entity, and that the title and signature appearing beside each name is true and correct.

 


	
Name
	
Title
	
Signature
	
Phone Number

	
Nathan Buchanan
	
Managing Member
	
 
	
918-270-9927

	
Christopher Bird
	
Managing Member
	
 
	
918-270-9927

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 




 

 

IN WITNESS WHEREOF, this certificate has been executed by a duly authorized officer on November ___, 2017.

 


	
By:
	
 
	
 

	
Name:
	
Nathan Buchanan
	
 
	
 

	
Its:
	
Managing Member
	
 
	
 




 

 




 



 

EXHIBIT A-2

Certificate of Incumbency

(List of Authorized Representatives)

 

 

Client Name: Mid-Con Energy Properties, LLC

 

As an Authorized Officer of the above referenced entity, I hereby certify that each person listed below is an authorized signor for such entity, and that the title and signature appearing beside each name is true and correct.

 


	
Name
	
Title
	
Signature
	
Phone Number

	
Jeffrey R Olmstead
	
President & CEO
	
 
	
(972) 215-6080

	
Charles L. McLawhorn, III
	
VP & General Counsel
	
 
	
(405) 627-7016

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 




 

 

IN WITNESS WHEREOF, this certificate has been executed by a duly authorized officer on:

 

.

Date

 

 

By: __________________________

Name: Charles L. McLawhorn, III

Its: VP & General Counsel

 



 

EXHIBIT B

SunTrust Bank, as Escrow Agent

 

 

Schedule of Fees & Expenses

 


	
Legal Review Fee:
	
 
	
$600.00 – one time only payable at the time of signing the Escrow Agreement




 

The Legal Review Fee includes review of all related documents and accepting the appointment of Escrow Agent on behalf of SunTrust Bank.  The fee also includes setting up the required account(s) and accounting records, document filing, and coordinating the receipt of funds/assets for deposit to the Escrow Account.  This is a one-time fee payable upon execution of the Escrow Agreement.  As soon as SunTrust Bank’s attorney begins to review the Escrow Agreement, the legal review fee is subject to payment regardless if the Parties decide to appoint a different escrow agent or a decision is made that the Escrow Agreement is not needed.

 


	
Administration Fee:
	
 
	
$WAIVED – payable at the time of signing the Escrow Agreement and on the anniversary date thereafter, if applicable




The Administration Fee includes providing routine and standard services of an Escrow Agent.  The fee includes administering the escrow account, performing investment transactions, processing cash transactions (including wires and check processing), disbursing funds in accordance with the Agreement (note any pricing considerations below), and providing trust account statements to the Parties for a twelve (12) month period.  If the account remains open beyond the twelve (12) month term, the Parties will be invoiced each year on the anniversary date of the execution of the Escrow Agreement.  Extraordinary expenses, including legal counsel fees, will be billed as out-of-pocket.  The Administration Fee is due upon execution of the Escrow Agreement.  The fees shall be deemed earned in full upon receipt by the Escrow Agent, and no portion shall be refundable for any reason, including without limitation, termination of the agreement.

 


	
Out-of-Pocket Expenses:
	
 
	
At Cost




 

Out-of-pocket expenses such as, but not limited to, postage, courier, overnight mail, wire transfer, travel, legal (out-of-pocket to counsel) or accounting, will be billed at cost.

 

 

Note: This fee schedule is based on the assumption that the escrowed funds will be invested in one of the SunTrust Deposit Options. If any other investment options are chosen, this fee schedule will become subject to change.

 

SunTrust Bank

Deborah Spitale

Deb.Spitale@SunTrust.com

404-588-7191




 



 

Schedule 5.3
Compliance

 

Brine Water Spill, Banks Lease (Battlesprings Deese Sand Unit) - Ongoing remediation and monitoring of site in Love County, Oklahoma.

 

 

 



 

Schedule 5.6

Material Contracts

 

Marketing:

Crude Marketing Agreement with Enterprise Crude Oil, LLC (Contract No. MCJ-P12012002-M) dated July 1, 2016

Crude Marketing Agreement with Enterprise Crude Oil, LLC (Contract No. MCJ-P141220125-M) dated December 1, 2014 through November, 2019

Pipeline Connection Agreement with Enterprise Crude Pipeline, LLC effective March 26, 2013 through March 26, 2018

Gas Marketing Contract with DCP (Contract P12954-500) amended July 1, 2011.

Gas Marketing Contract with DCP (Contract P12685) dated February 1, 1994.

Unit Agreements:

Plan of Unitization for Ardmore West Deese Unit dated November 1, 2009

Plan of Unitization for Battle Springs Deese Sand Unit dated March 17, 2006

Plan of Unitization for Highlands Deese Sand Unit dated May 1, 2007

Plan of Unitization for Southeast Hewitt Unit dated March 20, 1996

Plan of Unitization for Eastman Hills Unit dated October 31, 2006

Plan of Unitization for Twin Forks Deese Unit dated July 1, 2008

Operating Agreement for the E/2 NE/4 of Section 1-6S-2W, Love County, OK dated January 20, 1980

Operating Agreement for Sections 5, 6, 7, 8-6S-1W and Section 1-6S-2W Love County, OK dated December 8, 1978

Operating Agreement for the E/2 NE/4 of Section 10-5S-2W, Carter County, OK dated July 31, 2008

 

 

 



 

Schedule 5.7

Permits

 

Injection Permit:  Approved Application for Administrative Approval dated 09/20/2017, for the BSDSU C. Banks #3-18, located in the SE NE of Section 18, Township 6S, Range 1W, Love 

 

 

 

 



 

Schedule 5.8
Litigation

 

Nipp Multi-Unit Spacing/Pooling for Cause 201409158, 201603858. Mid-Con has an election once the pooling is completed on the well drilled in Sections 14 and 11-6S-2W, Love County, OK.

 

 

 

 



 

Schedule 5.10 
Notices

 

Mid-Con has received notice of the Expansion of Oswalt Road in Love County, OK, State and Project No. CIRB-143C (091) RB, State Job No. 25447.  This road expansion affects portions of the Battlesprings Deese Sand Unit operations and has required some relocation of flowlines and will require additional relocation of flowlines in the future.

 

 

 



 

Schedule 5.14
Outstanding Obligations/AFEs

 

No AFEs approved as of October 1, 2017.

No ongoing obligations.

 

 

 



 

Schedule 5.17

Third Party Consents

None.

 




 



 

Schedule 5.18

Preferential Purchase Rights

None.

 

 

 



 

Schedule 5.19

Mechanical Integrity

 


	
UNIT/LEASE
	
Property/Well Name
	
County
	
Sec-Twp-Rng
	
API Number
	
Current Status
	
Last MIT Date
	
MIT Status

	
Ardmore West Deese Sand Unit
	
Harries Ricketts 3
	
Carter
	
Section 33-T4S-R1E
	
35-019-25569
	
SI
	
1/4/2017
	
PASS

	
Ardmore West Deese Sand Unit
	
Van Eaton 2-33
	
Carter
	
Section 33-T4S-R1E
	
35-019-25611
	
SI
	
3/28/2017
	
PASS

	
Ardmore West Deese Sand Unit
	
Van Eaton 3-33
	
Carter
	
Section 33-T4S-R1E
	
35-019-25702
	
SI
	
9/1/2017
	
PASS

	
Battle Springs Deese Sand Unit
	
Green 4-17"R"
	
Love
	
Section 17-T6S-R1W
	
35-085-21111/*35-085-21089
	
SI
	
9/1/2017
	
PASS

	
Battle Springs Deese Sand Unit
	
Kirby 4-21
	
Love
	
Section 21-T6S-R1W
	
35-085-21207
	
INJ
	
5/22/2017
	
PASS

	
Eastman Hills Unit
	
Henson 1-13
	
Love
	
Section 13-T6S-R1W
	
35-085-20714
	
SI
	
1/4/2017
	
PASS

	
Highlands Unit
	
Banks 6-7
	
Love
	
Section 7-T6S-R1W
	
35-085-21100
	
INJ
	
1/4/2017
	
PASS

	
Highlands Unit
	
Daube Wilkins 2-12
	
Love
	
Section 12-T6S-R2W
	
35-085-21179
	
INJ
	
3/29/2017
	
PASS

	
Highlands Unit
	
Paschall 3-7
	
Love
	
Section 7-T6S-R1W
	
35-085-21114
	
SI
	
1/4/2017
	
PASS

	
Highlands Unit
	
Sullivan 13-12
	
Love
	
Section 12-T6S-R2W
	
35-085-21127
	
INJ
	
1/4/2017
	
PASS

	
Highlands Unit
	
Sullivan 6-1
	
Love
	
Section 1-T6S-R2W
	
35-085-20889
	
INJ
	
9/1/2017
	
PASS

	
SE Hewitt Unit
	
Nipp 1-10
	
Carter
	
Section 10-T5S-R2W
	
35-019-23460
	
INJ
	
8/31/2017
	
PASS

	
SE Hewitt Unit
	
Ringling 1-14
	
Carter
	
Section 14-T5S-R2W
	
35-019-23391
	
INJ
	
1/12/2017
	
PASS

	
Twin Forks Unit
	
Martin 7-36
	
Carter
	
Section 36-T5S-R2W
	
35-019-25923
	
INJ
	
12/2/2016
	
PASS

	
Twin Forks Unit
	
Martin 1-36
	
Carter
	
Section 36-T5S-R2W
	
35-019-21920
	
INJ
	
2/28/2017
	
PASS




 

 

 



 

Schedule 11.5

Suspense Accounts

 

Revenue Suspense as of October 15, 2017


		
	
Owner Code
	
Total

	
000308
	
70,802.54

	
000716
	
7,130.59

	
000625
	
1,391.78




 

AR as of October 13, 2017


		
	
Owner Code
	
Total

	
000308
	
67,128.87




 




 



 

Schedule 13.4

Production Imbalances

 

None.