Exhibit 10.1


 


PURCHASE AND SALE AGREEMENT


 


This Purchase and Sale Agreement
(“Agreement”) dated as of June 18, 2021 but to be effective as of the Effective Time (as defined below), by and
among SANDRIDGE PERMIAN TRUST, a Delaware statutory trust (“Seller”), for which The Bank of New York Mellon Trust Company,
N.A. acts as trustee (the “Trustee”), and Montare Resources I, LLC (or its assigns), a Texas limited liability company
(“Buyer”, and together with Seller collectively, the “Parties” or each a “Party”).


 


RECITALS


 


WHEREAS,
Seller is the owner of certain overriding royalty interests covering the lands and leases described in Exhibit A-1 hereto
conveyed to Seller by SandRidge Exploration and Production, LLC, a Delaware limited liability company (“SandRidge E&P”),
or assigned to Seller by Mistmada Oil Company, Inc., an Oklahoma corporation, as further described in those certain recorded instruments
described on Exhibit A-2 (collectively, the “Conveyances”); and


 


WHEREAS,
Seller is governed by that certain Amended and Restated Trust Agreement, dated as of August 16, 2011(as amended, the “Trust
Agreement”);


 


WHEREAS,
in accordance with Section 9.03 of the Trust Agreement, Seller desires to sell, transfer, convey, and assign the Assets (as defined
below) to Buyer, and Buyer desires to purchase and accept the Assets, all in the manner and upon the terms and conditions set forth in
this Agreement; and


 


WHEREAS,
Avalon TX Operating, LLC, a Texas limited liability company, is the operator of all the Wells (as defined below) burdened by the ORRIs
(as defined below), pursuant to that certain Contract Operating Agreement dated as of November 1, 2018;


 


NOW,
THEREFORE, in consideration of the premises and mutual conditions and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound by the terms hereof,
agree as follows:


 


1.             Purchase
and Sale. Subject to the terms and conditions contained herein, contemporaneously with the execution of this Agreement but effective
as of the Effective Time, Seller shall sell, transfer, convey, and assign the Assets (free and clear of all liens or encumbrances other
than as set forth in the Conveyances), to Buyer and Buyer shall purchase, acquire, accept and pay for the Assets and shall assume the
Assumed Obligations.


 


2.             Assets.
As used herein, the term “Assets” refers to the Seller’s right, title, interest and estate in and to the following:


 


(a)            any
and all right, title, interest and claims in, to, under and/or derived from the perpetual and term overriding royalty interests conveyed
to Seller pursuant to the terms of the Conveyances (“ORRIs”) granting to Seller an undivided interest in and to all
Minerals (as such term is defined in the Conveyances) in, under and that may be produced and saved from the Target Formations (as that
term is defined in the Conveyances) underlying the lands subject to or covered by the oil and gas leases described in Exhibit A-1
hereto, insofar and only insofar as they cover the Targeted Formations from the wells listed on Exhibit A-1 hereto (the “Wells”);


 






    1


     


    

 


(b)            all
trade credits, all accounts, receivables, and all other proceeds, income, or revenues attributable to the Minerals (the “Proceeds”)
that are attributable to the time period from and after the Effective Time; and


 


(c)            all
files, records, and data maintained by Seller, or to which Seller is entitled, including, without limitation, data and other documentary
information regarding the Minerals, and the Proceeds to the extent the transfer of such data is not prohibited under any related contracts
(the “Records”); provided, however, that the term “Records” shall not include any of Seller’s files,
records, and data that (i) relate to its business generally, (ii) are legal in nature, (iii) relate to the sale of the
Assets, and (iv) the transfer of which is prohibited by contract or law or that would impose a transfer fee or penalty on Seller.


 


For the avoidance of doubt, any other assets of Seller not specifically
included in clauses (a) – (d) above shall be deemed excluded assets.


 


3.             Sale
Price. The unadjusted sale price for the Assets shall be $6,000,000.00 based on the Effective Time (the “Sale Price”).
Exhibit A-3 attached hereto sets forth the agreed allocation of the unadjusted Sale Price among the Assets. The “Allocated
Value” for any Asset equals the portion of the unadjusted Sale Price allocated to such Asset on Exhibit A-3, increased
or decreased by a proportionate share of each adjustment to the unadjusted Sale Price under Section 8 that affects such Asset,
whether occurring on or prior to the Closing Date (as defined below). Notwithstanding anything to the contrary in this Agreement, Seller
has accepted such Allocated Values for purposes of this Agreement and the transactions contemplated hereby but makes no representation
or warranty as to the accuracy of such values.


 


4.             Effective
Time. The sale, transfer and assignment of the Assets shall be effective as of 12:01 a.m., central prevailing time, on July 1,
2021 (the “Effective Time”).


 


5.             Seller’s
Representations. Seller represents and warrants to Buyer, as of the date hereof, that:


 


(a)            Seller’s
Existence. Seller is duly formed, validly existing and in good standing under the laws of the State of Delaware, and has full legal
power, right and authority to carry on its business as such is now being conducted and as contemplated to be conducted.


 


(b)            Legal
Power. Seller has the legal power and right to enter into and perform this Agreement and the transactions it contemplates for Seller.
The consummation of the transactions contemplated by this Agreement will not violate, or be in conflict with (i) any provision of
Seller’s governing documents; or (ii) any judgment, order, ruling or decree applicable to Seller as a party in interest or
any law applicable to Seller’s interest in any of the Assets, except (x) as would not, individually or in the aggregate, have
a material adverse effect, or (y) as to rights to consent by, required notices to, filings with, approval or authorizations of, or
other actions by any governmental authorities where the same are not required prior to the assignment of the related Asset or they are
customarily obtained subsequent to the sale or conveyance thereof (“Governmental Consents”). The execution, delivery
and performance of this Agreement and the transactions it contemplates for Seller or compliance by Seller or the Trustee with any of the
provisions hereof will not require the consent, notice, or other action by any third person (excluding Governmental Consents addressed
in the foregoing sentence).


 






    2


     


    

 


(c)            Execution.
The execution, delivery and performance of this Agreement and the transactions it contemplates for Seller are duly and validly authorized
by the requisite corporate or other action on the part of Seller. This Agreement has been duly executed and delivered by the Trustee on
behalf of Seller and this Agreement constitutes the valid and binding obligations of Seller, enforceable against Seller in accordance
with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and
remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).


 


(d)            Lawsuits
and Claims. With respect to the Minerals, there is no suit, action, or litigation by any person or business entity by or before any
governmental authority, and there is no arbitration proceedings, in each case, pending or threatened in writing against Seller.


 


(e)            Foreign
Person. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code
of 1986, as amended (the “Code”).


 


(f)            Certain
Liabilities. There are no liabilities, damages, duties, or obligations which Buyer shall have any obligation for by virtue of the
transactions contemplated by this Agreement, in each case, to the extent they are attributable to, arise out of or in connection with,
or are based upon (i) monetary fines or penalties of governmental authorities arising from violations of law by Seller or its Affiliates
(as defined below) directly involving the ownership or operation of the Assets that occurred prior to the Effective Time, or (ii) all
indebtedness for borrowed money of Seller or its Affiliates. “Affiliate” of a person or entity, means any other person or
entity that directly or indirectly controls, is controlled by, or is under common control with such person or entity. For the avoidance
of doubt, none of Avalon Energy, LLC, a Texas limited liability company, Avalon Exploration and Production LLC, Avalon TX Operating, LLC
or any of their respective Affiliates or any of their respective directors, officers, employees, agents or advisors shall be deemed to
be Affiliates of Seller.


 


(g)            Brokers.
Except for Ten Oaks Energy Advisors, no broker, finder, or investment banker is entitled to any brokerage, finder or other fee or commission
in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller or the Trustee.


 


6.             Buyer’s
Representations. Buyer represents and warrants to Seller, as of the date hereof, that:


 


(a)            Buyer’s
Existence. Buyer is duly formed, validly existing and in good standing under the laws of the State of its formation, and has full
legal power, right and authority to carry on its business as such is now being conducted and as contemplated to be conducted.


 






    3


     


    

 


(b)            Legal
Power. Buyer has the legal power and right to enter into and perform this Agreement and the transactions it contemplates for Buyer.
The consummation of the transactions contemplated by this Agreement will not violate, or be in conflict with (i) any provision of
Buyer’s governing documents; or (ii) any judgment, order, ruling or decree applicable to Buyer as a party in interest or any
law applicable to Buyer’s interest in any of the Assets after Closing, except (x) as would not, individually or in the aggregate,
have a material adverse effect, or (y) as to Governmental Consents.


 


(c)            Execution.
The execution, delivery and performance of this Agreement and the transactions it contemplates for Buyer are duly and validly authorized
by the requisite corporate or other action on the part of Buyer. This Agreement and the Assignment have been duly executed and delivered
by Buyer and this Agreement and the documents delivered herewith constitute the valid and binding obligations of Buyer, enforceable against
Buyer in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting
the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


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


 


7.             Closing.
The consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur simultaneous with the
execution and delivery of this Agreement (the “Closing Date”) and shall be effective as of the Effective Time.
At Closing, (i) the Parties shall each execute duplicate original counterparts of the form of Assignment of Overriding Royalty Interest
attached hereto as Exhibit B (the “Assignment”) as necessary to transfer the Assets to Buyer as contemplated
in this Agreement; (ii) Buyer shall deliver to Seller in immediately available funds and pursuant to any wiring instructions provided
by Seller an amount equal to the Sale Price, adjusted pursuant to the terms of Section 8; (iii) Seller shall deliver
to Buyer a certificate of non-foreign status meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2); and (iv) the
Parties shall each take such other actions and deliver such other documents as are contemplated by this Agreement.


 


8.             Sale
Price Adjustment. If applicable, at Closing, the Sale Price shall be adjusted, without duplication, as follows: (a) upward
by the amount of any Proceeds which are attributable to the Assets prior to the Effective Time and owed to Seller but are held in suspense,
(b) upward by an amount equal to the sum of all Proceeds realized from and accruing to the Assets prior to the Effective Time which
have been received by Buyer, and (c) downward by an amount equal to the sum of all Proceeds realized from and accruing to the Assets
since the Effective Time which has been received by Seller prior to the Closing Date. The Sale Price shall be further adjusted post-Closing
as contemplated in Section 11.


 


9.             Split
of Proceeds. Seller shall be entitled to all Proceeds realized from and accruing to the Assets prior to the Effective Time. Buyer
shall be entitled to all Proceeds realized from and accruing to the Assets on or subsequent to the Effective Time. For the avoidance of
doubt, Seller shall be entitled to receive all Proceeds realized from and accruing to the Assets for the quarterly period ending on June 30,
2021, which relates to the production period beginning on March 1, 2021 and ending on May 31, 2021.


 






    4


     


    

 


10.           Taxes.


 


(a)            For
all purposes of Section 8 and solely with respect to the Assets, (i) taxes that are attributable to the severance or
production of hydrocarbons shall be allocated to the period in which the severance or production giving rise to such taxes occurred, (ii) taxes
that are based upon or related to income or receipts or imposed on a transactional basis (other than such taxes described in clause (i))
shall be allocated to the period in which the transaction giving rise to such taxes occurred, and (iii) taxes that are ad valorem,
property or other taxes imposed on a periodic basis shall be allocated on a per diem basis between the period ending immediately prior
to the day including the Effective Time and the period beginning on such day. Buyer shall be responsible for, and shall pay, one hundred
percent (100%) of any state or local transfer, sales, use, stamp, registration or other similar taxes resulting from the transactions
contemplated by this Agreement.


 


(b)            The
Parties agree that, for all tax purposes, the Final Sale Price (as defined below) (plus any other items constituting consideration for
applicable income tax purposes) shall be allocated among the Assets in accordance with Section 1060 of the Code (and the Treasury
Regulations thereunder) (the “Allocation”). The Parties agree that (i) for the purposes of the Allocation, the
Assets are properly classified as “Class V assets” (within the meaning of Treasury Regulations Section 1.338- 6(b)(2)(v))
and (ii) and neither Party shall take a position in any forum that is inconsistent with the Allocation before any governmental authority,
or in any proceeding relating to any tax, unless otherwise required by applicable law following a final determination as defined in Section 1313(a) of
the Code.


 


11.           Post-Closing
Accounting. If necessary, a post-Closing accounting to finalize the adjustments to the Sale Price provided herein shall be held
no later than ninety (90) days after the Closing Date. At that time, Seller shall provide to Buyer a complete account as to all Proceeds
received by or on behalf of Seller that are attributable to the Assets during the period from the Effective Time to the Closing Date (netted
against any Proceeds received by Buyer attributable to the Assets for any period of time prior to the Effective Time). Such account shall
be settled between the Parties by the payment of cash, as appropriate, pursuant to a final settlement statement setting forth the items
noted in this Section 11 and taking into account payments related to such matters that were made at Closing, to be prepared
by Seller and approved by Buyer. The Sale Price as finally adjusted pursuant to Section 8 and this Section 11
referred to herein as the “Final Sale Price”.


 






    5


     


    

 


12.           Survival.
In addition to the other terms and conditions set forth in the Assignment executed pursuant to this Agreement, except to the extent
expressly provided otherwise in this Agreement, all of the terms, conditions and covenants contained or made in or pursuant to this Agreement
will survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby indefinitely, and
this Agreement shall not merge with the Assignment. Buyer agrees that each of the representations and warranties of Seller set forth in
Section 5 of this Agreement and the special warranty in the Assignment (such representations and warranties, collectively,
the “Covered R&W”) are the only representations and warranties of Seller that are within the scope of coverage
for an insurance policy. Furthermore, Buyer hereby agrees that if Buyer or any of its affiliates obtains or binds a representation and
warranties insurance policy with respect to the Covered R&W (such policy, the “R&W Insurance Policy”) such
policy shall (a) contain a waiver of subrogation by the insurer in favor of Seller, and (b) not be amended, modified or otherwise
changed, nor shall Buyer or any of its affiliates terminate or waive any provision of such R&W Insurance Policy, in each case, in
a manner materially adverse to Seller. Buyer shall be responsible for and shall timely and fully pay the premium, any deposits or underwriting
fees, retention amounts and all other costs or expenses under or associated with any R&W Insurance Policy obtained by Buyer or any
of its affiliates and Buyer shall be responsible for compliance by its affiliates with the terms of this Section 12. Buyer further
agrees and acknowledges that upon Closing each Covered R&W will terminate and will be of no further force and effect, except as necessary
to trigger coverage under the R&W Insurance Policy. NOTWITHSTANDING ANYTHING TO CONTRARY CONTAINED IN THIS AGREEMENT, FROM AND
AFTER CLOSING, BUYER’S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER, ITS CURRENT AND FORMER AFFILIATES, AND EACH OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ADVISOR (COLLECTIVELY, “SELLER GROUP”) AND WITH RESPECT TO ANY BREACH OF
ANY COVERED R&W BY ANY MEMBER OF SELLER GROUP OR ANY BREACH OF THE SPECIAL WARRANTY IN THE ASSIGNMENT BY ANY MEMBER OF SELLER GROUP
SHALL BE LIMITED TO THE R&W INSURANCE POLICY, SHOULD BUYER DECIDE TO PROCURE A R&W INSURANCE POLICY. IF BUYER DOES NOT ACQUIRE
A R&W INSURANCE POLICY, BUYER AGREES AND ACKNOWLEDGES THAT IT SHALL HAVE NO RECOURSE AGAINST SELLER GROUP FOR ANY BREACH OF ANY COVERED
R&W BY ANY MEMBER OF SELLER GROUP OR ANY BREACH OF THE SPECIAL WARRANTY IN THE ASSIGNMENT BY ANY MEMBER OF SELLER GROUP. For the
avoidance of doubt, none of Avalon Energy, LLC, a Texas limited liability company, Avalon Exploration and Production LLC, Avalon TX Operating,
LLC or any of their respective Affiliates or any of their respective directors, officers, employees, agents or advisors shall be deemed
to be included in the Seller Group.


 


13.          Disclaimer.
EXCEPT AS SET FORTH IN SECTION 5 OR OTHERWISE IN THIS AGREEMENT, AND THE SPECIAL WARRANTY IN THE ASSIGNMENT, SELLER MAKES
NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (I) TITLE TO ANY OF THE ASSETS, (II) THE
CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL
OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY, OR RECOVERABILITY OF PETROLEUM SUBSTANCES
IN OR FROM THE ASSETS, (IV) TO THE EXTENT APPLICABLE, THE EXISTENCE OF ANY PROSPECT, RECOMPLETION, INFILL, STEP-OUT OR OTHER
DRILLING OPPORTUNITIES, (V) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (VI) THE PRODUCTION
OF PETROLEUM SUBSTANCES FROM THE ASSETS, OR WHETHER PRODUCTION HAS BEEN CONTINUOUS, OR IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE
RATES, (VII) TO THE EXTENT APPLICABLE, THE MAINTENANCE, REPAIR, CONDITION, ENVIRONMENTAL CONDITION, QUALITY, SUITABILITY, DESIGN,
OR MARKETABILITY OF THE ASSETS, (VIII) INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, (IX) ANY OTHER MATERIALS OR INFORMATION
THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES,
OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY DOCUMENTS EXECUTED HEREUNDER OR ANY DISCUSSION
OR PRESENTATION RELATING THERETO, AND (X) COMPLIANCE WITH ANY ENVIRONMENTAL LAW, AND SELLER FURTHER DISCLAIMS ANY REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS
OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT THE ASSETS ARE BEING TRANSFERRED “AS IS, WHERE
IS,” WITH ALL FAULTS AND DEFECTS, AND THAT BUYER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.


 






    6


     


    

 


14.           Indemnity.
At Closing:


 


(a)            Buyer
hereby assumes as of the Effective Time: all duties, obligations and liabilities of every kind and character with respect to the Assets
and the ownership thereof whether occurring before, on, or after the Effective Time, including, without limitation, those arising out
of: (i) the obligations with respect to the Minerals under the Conveyances to the extent set forth in the Conveyances, and (ii) all
other duties, obligations, conditions and liabilities (including taxes, if applicable) expressly assumed or to be borne by Buyer under
the terms of this Agreement or any document executed in connection herewith (collectively, the “Assumed Obligations”).


 


(b)            Buyer
shall, from and after Closing, indemnify, defend and hold Seller, the Trustee, any party controlled by or under common control with Seller,
and its and their respective officers, directors, managers, partners, employees, and agents harmless from any and all expenses (including
attorney’s fees), damages, liabilities, claims and causes of action of every kind or character arising out of or in connection with
(i) a breach of any of Buyer’s representations, covenants or agreements contained in this Agreement, or (ii) the Assumed
Obligations, in each case, EVEN IF SUCH EXPENSES, DAMAGES, LIABILITIES, CLAIMS, OR CAUSES OF ACTION ARE CAUSED IN WHOLE OR IN PART BY
THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER, AN INVITEE, OR A THIRD PERSON, AND
WHETHER OR NOT CAUSED BY A PRE-EXISTING CONDITION, BUT EXCLUDING ANY EXPENSES, DAMAGES, LIABILITIES, CLAIMS AND CAUSES OF ACTION TO THE
EXTENT CAUSED BY THE GROSS NEGLIGENCE, ACTUAL FRAUD OR WILLFUL MISCONDUCT OF ANY PARTY INDEMNIFIED UNDER THIS SECTION 14(b).
For the avoidance of doubt, none of Avalon Energy, LLC, a Texas limited liability company, Avalon Exploration and Production LLC, Avalon
TX Operating, LLC or any of their respective Affiliates or any of their respective directors, officers, employees, agents or advisors
shall be entitled to indemnification from Buyer pursuant to this Section 14(b).


 






    7


     


    

 


(c)            NO
MEMBER OF SELLER GROUP SHALL HAVE ANY INDEMNITY OBLIGATIONS TO BUYER, ITS CURRENT AND FORMER AFFILIATES, AND EACH OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS AND OTHER REPRESENTATIVES (COLLECTIVELY, “BUYER GROUP”) WHATSOEVER
UNDER THIS AGREEMENT. FROM AND AFTER CLOSING, BUYER’S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER GROUP WITH RESPECT
TO ANY BREACH OF ANY COVERED R&W BY ANY MEMBER OF SELLER GROUP OR ANY BREACH OF THE SPECIAL WARRANTY IN THE ASSIGNMENT BY ANY MEMBER
OF SELLER GROUP SELLER SHALL BE LIMITED TO THE R&W INSURANCE POLICY, SHOULD BUYER DECIDE TO PROCURE A R&W INSURANCE POLICY. IF
BUYER DOES NOT ACQUIRE A R&W INSURANCE POLICY, BUYER AGREES AND ACKNOWLEDGES THAT IT SHALL HAVE NO RECOURSE AGAINST ANY MEMBER OF
SELLER GROUP FOR ANY BREACH OF ANY COVERED R&W BY ANY MEMBER OF SELLER GROUP OR ANY BREACH OF THE SPECIAL WARRANTY IN THE ASSIGNMENT
BY ANY MEMBER OF SELLER GROUP.


 


15.           Filings;
Applications. In a timely manner, Seller and Buyer shall (a) to the extent applicable, make all required filings, prepare
all required applications and conduct negotiations with each governmental agency as to which such filings, applications or negotiations
are necessary or appropriate in the consummation of the transactions contemplated hereby, including with respect to the transfer or re-issuance
of all required permits and (b) provide such information as each may reasonably request to make such filings, prepare such applications
and conduct such negotiations, provided that nothing in this Section 15 requires any Party to share information subject to
any legally applicable privilege. Each Party shall reasonably cooperate with and use commercially reasonable efforts (including expending
reasonable costs and expenses for such Party’s outside consultants, attorneys, and other advisors) to assist the other with respect
to such filings, applications, and negotiations.


 


		16.	Public Announcements; Confidentiality.



 


(a)            Neither
Seller nor Buyer shall make any press release or other public announcement regarding or disclosing, or disclose to any third party (other
than their respective representatives), the identity of the Parties or the express terms of this Agreement without the prior written consent
of the other Party; provided, however, that the foregoing shall not restrict such disclosures to the extent (i) necessary for a Party
to perform this Agreement (including such disclosure to governmental agencies), or (ii) required (upon advice of counsel) by applicable
securities or other laws over the Parties or their respective Affiliates; provided further, that each Party shall use its reasonable efforts
to consult with the other Party regarding the contents of any such release or announcement prior to making such release or announcement.


 


(b)            Buyer
acknowledges that, in connection with its review of the Assets, Buyer and its representatives have become privy to confidential and other
information of Seller or its Affiliates and that such confidential information shall be held confidential by Buyer pursuant to that certain
Confidentiality Agreement, dated as of May 4, 2021, by and between Seller and Buyer. For the avoidance of doubt, the existence and
contents of any environmental assessments conducted by or on behalf of Buyer on the Assets, to the extent applicable, shall be deemed
to be “confidential information” for the purposes of this Agreement. In connection with any access, examination or inspection
of the Assets by Buyer or its representatives, (I) BUYER WAIVES AND RELEASES ALL CLAIMS AGAINST SELLER, ANY PARTY CONTROLLED BY
OR UNDER COMMON CONTROL WITH SELLER, THE TRUSTEE, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES, AND AGENTS
ARISING IN ANY WAY THEREFROM OR IN ANY WAY CONNECTED THEREWITH AND (II) BUYER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS
SELLER, ANY PARTY CONTROLLED BY OR UNDER COMMON CONTROL WITH SELLER, THE TRUSTEE, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS,
PARTNERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE,
OR VIOLATION OF ANY RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER
DUE DILIGENCE ACTIVITY CONDUCTED BY BUYER OR ITS REPRESENTATIVES WITH RESPECT TO THE ASSETS, REGARDLESS OF FAULT (EXCEPTING ANY DAMAGES
TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE, ACTUAL FRAUD OR WILLFUL MISCONDUCT OF ANY INDEMNITEE).


 






    8


     


    

 


17.           Limited
Liability. It is expressly understood and agreed by the Parties that (i) this Agreement is executed and delivered by the
Trustee, not individually or personally, but solely as trustee of Seller in the exercise of the powers and authority conferred and vested
in it and (ii) under no circumstances shall the Trustee be personally liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by Seller under this Agreement.


 


18.           Counterparts;
Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but
all such counterparts together shall constitute but one agreement. The execution and delivery of this Agreement by any Party may be evidenced
by facsimile or other electronic transmission of an executed signature page to this Agreement (including scanned documents delivered
by email), which shall be binding upon all Parties the same as an original hand executed signature page.


 


19.           Binding
Agreement; Assignment. No Party shall assign or otherwise transfer all or any part of this Agreement, or any of its rights or
obligations under this Agreement, to any person or entity other than an Affiliate of such Party, without the prior written consent of
the other Party. Subject to the preceding sentence, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties
and their respective successors and permitted assigns.


 


20.           Notices.
All notices, consents, waivers, and other communications under this Agreement must be in writing and shall be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b) sent by electronic mail with receipt acknowledged,
or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each
case as provided below (or to such other notice address as a Party may designate by notice to the other Party in writing):


 


	If to Seller:	SandRidge Permian Trust
	 	c/o The Bank of New York Mellon Trust Company, N.A., as Trustee
	 	601 Travis Street,16th 

Floor Houston, Texas 

77002 Attention: Sarah 

Newell Telephone: (512)

236-6555
	 	Email: Sarah.Newell@BNYMellon.com




 






    9


     


    

 


	 	With a copy to (which shall not constitute notice)




 


	 	Bracewell LLP
	 	711 Louisiana Street, Suite 2300
	 	Houston, Texas 77002
	 	Attention: Troy Harder
	 	Telephone: (713) 221-1456
	 	Email: troy.harder@bracewell.com




 


	If to Buyer:	Montare Resources I, LLC
	 	400 East Las Colinas Blvd., Suite 680
	 	Irving, Texas 75039
	 	Attention: Dickie D. Hunter
	 	Telephone: (214) 676-4434
	 	Email: hunter@montare-resources.com




 


	 	With a copy to (which shall not constitute notice)




 


	 	Haynes and Boone, LLP
	 	2323 Victory Avenue, Suite 700
	 	Dallas, Texas 75219
	 	Attention: Janice V. Sharry
	 	Telephone: (214) 651-5562




 


21.           Expenses.
Except as otherwise provided in this Agreement, all expenses incurred by each Party in connection with or related to the authorization,
negotiation, preparation or execution of this Agreement (including the exhibits and schedules hereto), any other document or instrument
in connection with this Agreement, and all other matters related to the Closing, including all fees and expenses of counsel, accountants,
brokers, financial advisers and other advisors employed by such Party, shall be borne solely and entirely by such Party. Seller shall
be responsible for all fees owing to Ten Oaks Energy Advisors.


 


22.           Records.
As soon as practicable, but in no event later than sixty (60) days after the Closing Date, Seller shall deliver or cause to be delivered
to Buyer any Records that are in the possession of Seller or its Affiliates; provided, however, Seller may retain the originals of Records
relating to tax and accounting matters and shall provide Buyer, at its request, with copies of such Records (other than Records that pertain
solely to income tax matters). Seller may retain copies of any other Records.


 






    10


     


    

 


23.           Governing
Law and Venue. This Agreement and the relationship of the Parties with respect to the transactions contemplated hereby shall be
governed by the laws of the State of Texas without regard to conflicts of laws principles; provided that in connection with the determination
of any conveyancing matters the laws of the state where such Property is located shall govern and control such determination. Any dispute,
controversy, claim, or action arising out of or relating to this Agreement, any document or other agreement related to this Agreement,
or any of the transactions contemplated hereunder or thereunder shall be brought in the federal or state courts located in Houston, Harris
County, State of Texas. Each of the Parties hereto (a) irrevocably submits to the exclusive jurisdiction of each such court in any
such dispute, controversy, claim, or action, (b) waives any objection it may now or hereafter have to venue or to an inconvenient
forum, (c) agrees that all such disputes, controversies, claims, and actions shall be heard and determined only in such courts, and
(d) agrees not to bring any dispute, controversy, claim, or action arising out of or relating to this Agreement or any document or
agreement related hereto or any of the transactions contemplated hereunder or thereunder in any other forum. THE PARTIES HEREBY, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY
ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


24.           Entire
Agreement. This Agreement, the schedules and exhibits attached hereto and any document or other agreement executed in connection
with this Agreement constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior
agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.


 


25.           No
Third-Person Beneficiaries. Nothing in this Agreement shall entitle any person other than Seller and Buyer to any claim, cause
of action, remedy or right of any kind, except the rights expressly provided to the persons or entities described in this Agreement.


 


26.           Severability.
If any provision of this Agreement, or any application thereof, is held invalid, illegal, or unenforceable in any respect under any law,
this Agreement shall be reformed to the extent necessary to conform, in each case consistent with the intention of the Parties, to such
law, and, to the extent such provision cannot be so reformed, then such provision (or the invalid, illegal, or unenforceable application
thereof) shall be deemed deleted from (or prohibited under) this Agreement, as the case may be, and, to the extent permitted by law, the
validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.


 


27.           Time
of the Essence. Time is of the essence in this Agreement. If the date specified in this Agreement for giving any notice or taking
any action is not a day other than a Saturday, a Sunday, or a day on which banks are closed for business in Houston, Texas (a “Business
Day”) (or if the period during which any notice is required to be given or any action taken expires on a date which is not a
Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required
to be given or action taken) shall be the next day which is a Business Day.


 


28.           Waivers
and Amendments. Any failure by any Party to comply with any of its obligations, agreements or conditions herein contained may
be waived by the Party to whom such compliance is owed by an instrument signed by the Party to whom compliance is owed and expressly identified
as a waiver, but not in any other manner. No waiver of, or consent to a change in, any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute
a continuing waiver unless otherwise expressly provided. This Agreement may be amended or modified only by an agreement in writing signed
by Seller and Buyer and expressly identified as an amendment or modification to this Agreement.


 






    11


     


    

 


29.           Further
Assurances. After Closing, Seller and Buyer each agrees to take such further actions and to execute, acknowledge and deliver all
such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement or of any document delivered
pursuant to this Agreement.


 


30.          Limitation
on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER BUYER NOR SELLER, NOR ANY OF THEIR RESPECTIVE
AFFILIATES, SHALL BE ENTITLED TO INDIRECT CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY (OTHER THAN CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES SUFFERED BY THIRD PERSONS FOR WHICH AN INDEMNITY OBLIGATION
IS OWED HEREUNDER) AND BUYER AND SELLER, FOR THEMSELVES AND ON BEHALF OF THEIR RESPECTIVE AFFILIATES, HEREBY EXPRESSLY WAIVE ANY RIGHT
TO INDIRECT CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (OTHER
THAN CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES SUFFERED BY THIRD PERSONS FOR WHICH AN INDEMNITY OBLIGATION IS OWED HEREUNDER).


 


31.           References.
All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections,
subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any of
such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the
language contained in such subdivisions. The words “this Agreement”, “this agreement” “this instrument”,
 “herein”, “hereof”, “hereunder” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. Unless the context otherwise requires: “including” and its
grammatical variations mean “including without limitation”; “or” is not exclusive; words in the singular form
shall be construed to include the plural and vice versa; words in any gender include all other genders; references herein to any instrument
or agreement refer to such instrument or agreement as it may be from time to time amended or supplemented; and references herein to any
person or entity include such person’s or entity’s successors and assigns. All references in this Agreement to exhibits and
schedules refer to exhibits and schedules to this Agreement unless expressly provided otherwise, and all such exhibits and schedules are
hereby incorporated herein by reference and made a part hereof for all purposes. This Agreement has been drafted with the joint participation
of Seller and Buyer and shall be construed neither against nor in favor of any such Party but rather in accordance with the fair meaning
hereof.


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]








 






    12


     


    

 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first set forth above.


 


SELLER:


 


SANDRIDGE PERMIAN TRUST


 


	By:	The Bank of New York Mellon Trust Company, N.A., 

as Trustee	 
	 	 	 
	By:	/s/ Sarah Newell	 






	 	Name: 	Sarah Newell	 
	 	Title: 	Vice President	 



 


BUYER:


 


MONTARE RESOURCES I, LLC


 


	By:	/s/ Dickie D. Hunter	 







	 	Name: 	Dickie D. Hunter	 
	 	Title:	President	 



 


Signature Page to Purchase and Sale Agreement


 






    


     


    

 


Exhibit A-1


 


Wells and Leases


 


Note: All Wells and Leases are located in Andrews County, Texas


 


	 
API
	 	 
Well Name
	 	Working

Interest	 	Revenue

Interest	 	
Lease No.
	 	
Lease Name

	42003431030000	 	CC Cities AA 13	 	1.00000	 	0.74780	 	35888	 	C.C. Cities Service AA
	42003430930000	 	JT Lndly 26	 	1.00000	 	0.75000	 	13225	 	Lindley J.T.
	42003410920000	 	JT Lndly LNN A 1	 	1.00000	 	0.78125	 	39802	 	J.T. Lindley-Lynne A
	42003405320000	 	Lindley 3	 	1.00000	 	0.684375	 	12256	 	Lindley
	42003412960000	 	Lindley-FRM 07	 	1.00000	 	0.75000	 	24221	 	Lindley-Friemel
	42003448260000	 	Lindley-REMD 53	 	0.99500	 	0.73630	 	31020	 	Lindley-Remuda
	42003443220000	 	Lindley-REMD 58	 	1.00000	 	0.69500	 	31020	 	Lindley-Remuda
	42003357620000	 	Lindley-REMUDA 3	 	0.89376	 	0.66140	 	31020	 	Lindley-Remuda
	42003411720000	 	Miles 12	 	0.95313	 	0.66797	 	29264	 	Miles
	42003439420000	 	MNGR NX 0146	 	1.00000	 	0.75000	 	28341	 	Munger Nix
	42003402530000	 	MNGR NX 1832	 	1.00000	 	0.75000	 	28341	 	Munger Nix
	42003402550000	 	MNGR NX A LZS 16	 	1.00000	 	0.75000	 	29449	 	Munger Nix A LZS
	42003415980000	 	MNGR NX A LZS 33	 	1.00000	 	0.75000	 	29449	 	Munger Nix A LZS
	42003428960000	 	MNGR NX A LZS 51	 	1.00000	 	0.75000	 	29449	 	Munger Nix A LZS
	42003430980000	 	MNGR NX A LZS 73	 	1.00000	 	0.75000	 	29449	 	Munger Nix A LZS
	42003436840000	 	SAM B 3	 	1.00000	 	0.75000	 	27884	 	SAM B
	42003456980000	 	UNIV 0013-34 03	 	1.00000	 	0.75000	 	43699	 	University 13-34
	42003464240000	 	UNIV 0013-35 12	 	1.00000	 	0.75000	 	43993	 	University 13 35
	42003458120000	 	UNIV 0013-35 16	 	1.00000	 	0.75000	 	43993	 	University 13-35
	42003422290000	 	UNIV 0013-45 01	 	1.00000	 	0.75000	 	41037	 	University 13-45
	42003453900000	 	UNIV 0014-16 31C	 	1.00000	 	0.75000	 	40884	 	University 14-16
	42003454390000	 	UNIV 0014-16 32C	 	1.00000	 	0.75000	 	40884	 	University 14-16
	42003431390000	 	UNIV 0014-16 D03	 	0.98500	 	0.73875	 	41634	 	University 14-16 D
	42003431410000	 	UNIV 0014-16 D04	 	0.98500	 	0.73875	 	41634	 	University 14-16 D
	42003431420000	 	UNIV 0014-16 D05	 	0.98500	 	0.73875	 	41634	 	University 14-16 D
	42003431430000	 	UNIV 0014-16 D06	 	0.98500	 	0.73875	 	41634	 	University 14-16 D
	42003454920000	 	UNIV 0037-04	 	1.00000	 	0.75000	 	44363	 	University 37
	42003458090000	 	UNIV 0037-18	 	1.00000	 	0.75000	 	44363	 	University 37
	42003461280000	 	UNIV 0037-19	 	1.00000	 	0.75000	 	44363	 	University 37



 






    


     


    

 


	42003459260000	 	UNIV 0038A-03	 	1.00000	 	0.75000	 	44838	 	University 38A
	42003416080000	 	UNIV 0047A-18	 	1.00000	 	0.75000	 	28504	 	University 47A
	42003467440000	 	UNIV 0047A-24	 	1.00000	 	0.75000	 	28504	 	University 47A
	42003449670000	 	UNIV 1801 05	 	0.75287	 	0.56465	 	41503	 	University 1801
	42003454670000	 	UNIV A 0003	 	0.86559	 	0.64919	 	8615	 	University -A-
	42003455090000	 	UNIV A 0005	 	0.86559	 	0.64919	 	8615	 	University -A-
	42003454680000	 	UNIV A 0006	 	0.86559	 	0.64919	 	8615	 	University -A-
	42003452340000	 	UNIV A 0008	 	0.91559	 	0.68891	 	8615	 	University -A-
	42003453950000	 	UNIV A 0013	 	0.86559	 	0.64919	 	8615	 	University -A-
	42003445310000	 	UNIV A 4318 02	 	0.87041	 	0.68843	 	42995	 	University A 4318
	42003454230000	 	UNIV A 4318 03	 	0.86696	 	0.64586	 	42995	 	University A 4318
	42003454870000	 	UNIV A 4318 05	 	0.86696	 	0.64586	 	42995	 	University A 4318
	42003433950000	 	UNIV A 4318 09	 	0.92878	 	0.69191	 	42995	 	University A 4318
	42003449700000	 	UNIV A 4318 13	 	0.92189	 	0.68677	 	42995	 	University A 4318
	42003449970000	 	UNIV D 06	 	0.92276	 	0.69465	 	5514	 	University D
	42003433640000	 	UNIV D 07	 	0.86918	 	0.65211	 	5514	 	University D
	42003454990000	 	UNIV D 08	 	0.86559	 	0.64928	 	5514	 	University D
	42003449980000	 	UNIV D 09	 	0.92276	 	0.69465	 	5514	 	University D
	42003455030000	 	UNIV D 10	 	0.86559	 	0.64928	 	5514	 	University D
	42003449780000	 	UNIV D 11	 	0.86559	 	0.64928	 	5514	 	University D
	42003455060000	 	UNIV D 13	 	0.86559	 	0.64928	 	5514	 	University D
	42003449730000	 	UNIV D 15	 	0.92276	 	0.69465	 	5514	 	University D
	42003462270000	 	UNIV D 18	 	0.86559	 	0.64928	 	5514	 	University D
	42003444470000	 	UNIV E 04	 	0.86918	 	0.65201	 	5515	 	University E
	42003463090000	 	UNIV E 09	 	0.86559	 	0.64919	 	5515	 	University E
	42003449950000	 	UNIV H 05	 	0.92962	 	0.69425	 	5516	 	University H
	42003454250000	 	UNIV H 08	 	0.87753	 	0.65450	 	5516	 	University H
	42003452250000	 	UNIV H 09	 	0.92962	 	0.69425	 	5516	 	University H
	42003452450000	 	UNIV H 10	 	0.92309	 	0.68927	 	5516	 	University H
	42003453910000	 	UNIV H 12	 	0.87753	 	0.65450	 	5516	 	University H
	42003449640000	 	UNIV H 14	 	0.92962	 	0.69425	 	5516	 	University H
	42003449940000	 	UNIV H 16	 	0.92692	 	0.69425	 	5516	 	University H
	42003424730000	 	UNIVERSITY 13-35 1 (SA)	 	1.00000	 	0.75000	 	43993	 	University 13 35
	42003358070000	 	UNIVERSITY 14-16 D 2	 	0.98500	 	0.73875	 	41634	 	University 14-6 “D”
	42003410010000	 	WH BUSH B 15	 	1.00000	 	0.75000	 	38546	 	W. H. Bush B
	42003458240000	 	WH BUSH B3 7	 	1.00000	 	0.75000	 	38546	 	W. H. Bush B



 












    


     


    





 


Exhibit A-2


 


Conveyances


 


Term Overriding Royalty Interest Conveyance (PDP)
from SandRidge Exploration and Production, LLC to Mistmada Oil Company, Inc. dated effective April 1, 2011


 


Term Overriding Royalty Interest Conveyance (Development)
from SandRidge Exploration and Production, LLC to Mistmada Oil Company, Inc. dated effective April 1, 2011


 


Perpetual Overriding Royalty Interest Conveyance
(PDP) SandRidge Exploration and Production, LLC to SandRidge Permian Trust dated effective April 1, 2011


 


Perpetual Overriding Royalty Interest Conveyance
(Development) SandRidge Exploration and Production, LLC to SandRidge Permian Trust dated effective April 1, 2011


 


Assignment of Overriding Royalty Interest from
Mistmada Oil Company, Inc. to SandRidge Permian Trust delivered to be effective April 1, 2011


 



    


     


    

 


Exhibit A-3


 


Allocated Values


 


Note: All Wells and Leases are located in Andrews
County, Texas


 


	Well

Number	 	Well Name	 	API	 	Field	 	Reservoir	 	Unadjusted

Sales Price	 
	11898	 	UNIV 0013-45 01	 	42003422290000	 	FUHRMAN-MASCHO	 	CLEARFORK/SAN ANDRES	 	$	445,256	 
	12021	 	UNIV D 15	 	42003449730000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	382,182	 
	12022	 	UNIV H 12	 	42003453910000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	215,573	 
	12076	 	UNIV 0014-16 D03	 	42003431390000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	193,243	 
	12033	 	UNIV D 09	 	42003449980000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	176,481	 
	12044	 	UNIV H 05	 	42003449950000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	172,447	 
	25637	 	LINDLEY-REMD 53	 	42003448260000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	171,048	 
	12816	 	JT LNDLY 26	 	42003430930000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	159,871	 
	12004	 	UNIV A 4318 05	 	42003454870000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	148,490	 
	15797	 	JT LNDLY LNN A 1	 	42003410920000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	146,355	 
	12037	 	UNIV H 14	 	42003449640000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	144,831	 
	12028	 	UNIV D 18	 	42003462270000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	135,938	 
	16602	 	MNGR NX A LZS 16	 	42003402550000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	127,694	 
	11983	 	UNIV A 4318 13	 	42003449700000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	124,872	 
	16624	 	MNGR NX A LZS 33	 	42003415980000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	124,254	 
	15832	 	SAM B 3	 	42003436840000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	118,847	 
	11995	 	UNIV A 4318 02	 	42003445310000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	110,317	 
	12049	 	UNIV H 09	 	42003452250000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	106,355	 
	12045	 	UNIV D 11	 	42003449780000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	108,270	 
	12078	 	UNIV 0014-16 D06	 	42003431430000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	107,116	 
	15913	 	LINDLEY 03	 	42003405320000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	104,000	 
	12294	 	MNGR NX A LZS 51	 	42003428960000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	101,314	 
	15928	 	LINDLEY-FRM 07	 	42003412960000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	100,039	 
	12031	 	UNIV D 07	 	42003433640000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	99,414	 
	12057	 	UNIV A 0006	 	42003454680000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	97,647	 
	13080	 	CC CITIES AA 13	 	42003431030000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	94,553	 
	12043	 	UNIV H 10	 	42003452450000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	94,232	 
	12052	 	UNIV A 0003	 	42003454670000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	93,929	 
	12084	 	UNIV 0014-16 32C	 	42003454390000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	93,411	 
	12056	 	UNIV A 0005	 	42003455090000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	94,018	 
	12074	 	UNIV 0014-16 D05	 	42003431420000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	92,339	 
	12073	 	UNIV 0014-16 D04	 	42003431410000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	91,735	 
	12023	 	UNIV H 08	 	42003454250000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	92,193	 
	18289	 	WH BUSH B 15	 	42003410010000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	89,398	 
	12005	 	UNIV A 4318 03	 	42003454230000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	81,516	 
	12069	 	UNIV A 0013	 	42003453950000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	80,126	 
	26506	 	UNIV 0013-35 16	 	42003458120000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	80,523	 
	12046	 	UNIV D 10	 	42003455030000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	81,256	 
	12027	 	UNIV D 13	 	42003455060000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	78,360	 
	18102	 	UNIV 0047A-24	 	42003467440000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	77,842	 
	11987	 	UNIV A 4318 09	 	42003433950000	 	SHAFTER LAKE	 	LOWER SAN ANDRES	 	 	77,275	 
	24194	 	LINDLEY-REMD 58	 	42003443220000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	75,321	 
	12055	 	UNIV E 04	 	42003444470000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	76,111	 
	26517	 	UNIV 0038A-03	 	42003459260000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	60,392	 
	4421	 	UNIV 0014-16 31C	 	42003453900000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	52,829	 
	18131	 	UNIV 0047A-18	 	42003416080000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	51,542	 
	18268	 	UNIV 0013-35 01	 	42003424730000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	51,654	 
	12284	 	MNGR NX A LZS 73	 	42003430980000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	51,428	 
	4625	 	UNIV E 09	 	42003463090000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	50,582	 
	16264	 	MILES 12	 	42003411720000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	48,772	 
	12040	 	UNIV D 06	 	42003449970000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	38,984	 
	16402	 	MNGR NX 1832	 	42003402530000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	38,491	 
	12050	 	UNIV H 16	 	42003449940000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	28,961	 
	11991	 	UNIV 1801 05	 	42003449670000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	27,260	 
	4604	 	UNIV 0037-19	 	42003461280000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	15,083	 
	4451	 	UNIV 0013-34 03	 	42003456980000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	10,301	 
	4662	 	UNIV 0037-18	 	42003458090000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	7,729	 
	15953	 	LINDLEY-REMD 03	 	42003357620000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	-	 
	12313	 	MNGR NX 0146	 	42003439420000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	-	 
	26564	 	UNIV 0013-35 12	 	42003464240000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	-	 
	4456	 	UNIV 0037-04	 	42003454920000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	-	 
	12039	 	UNIV D 08	 	42003454990000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	-	 
	12908	 	WH BUSH B 37	 	42003458240000	 	FUHRMAN-MASCHO	 	GRAYBURG-SAN ANDRES	 	 	-	 
	18592	 	UNIV 0014-16 D02	 	42003358070000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	-	 
	12059	 	UNIV A 0008	 	42003452340000	 	SHAFTER LAKE	 	GRAYBURG-SAN ANDRES	 	 	-	 
	 	 	 	 	 	 	 	 	 	 	$	6,000,000	 



 



    


     


    

 


Exhibit B


 


Form of Assignment


 


ASSIGNMENT OF OVERRIDING ROYALTY INTERESTS


 


	STATE OF TEXAS	§	 	 






	 	§	 	 
	COUNTY OF [_____]	§	 	 


 


This Assignment of Overriding
Royalty Interests (this “Assignment”) is executed this [___] day of [June] (the “Execution Date”)
but shall be effective as of 12:01 a.m. central prevailing time on July 1, 2021, (the “Effective Time”),
is made by SandRidge Permian Trust, a Delaware statutory trust (“Assignor”),
to Montare Resources I, LLC (or its assigns), a Texas limited liability company (“Assignee”),
with an address at 400 East Las Colinas Blvd., Suite 680, Irving, Texas 75039. Assignor and Assignee are sometimes referred
to herein individually as a “Party” and collectively as the “Parties”. This Assignment is delivered
pursuant to that certain Purchase and Sale Agreement of even date herewith, by and between the Parties (as may be amended from time to
time, the “Purchase Agreement”).


 


WHEREAS,
Assignor is the owner of certain overriding royalty interests covering the lands and leases described in Exhibit A-1 attached
hereto (the “Subject Lands”), being the same interests as are described in, and that were assigned to Assignor by SandRidge
Exploration and Production, LLC, a Delaware limited liability company, and Mistmada Oil Company, Inc., an Oklahoma corporation, pursuant
to, those certain recorded instruments described in Exhibit A-2 attached hereto (the “Conveyances”);


 


WHEREAS,
Assignor is governed by that certain Amended and Restated Trust Agreement, dated as of August 16, 2011(as amended, the “Trust
Agreement”);


 


WHEREAS,
the Conveyances were filed in the records of the county clerk of Andrews County, Texas as described in Exhibit A-2;


 


WHEREAS,
Avalon TX Operating, LLC, a Texas limited liability company, is the operator of all the Wells (as defined below) burdened by the ORRIs
(as defined below), pursuant to that certain Contract Operating Agreement dated as of November 1, 2018;


 


NOW,
THEREFORE, for a good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject
to the terms set forth herein, Assignor does hereby Grant, bargain, sell, convey, assign, transfer,
set over, and Deliver unto Assignee all of Assignor’s right, title, interest
and estate in and to the following, without duplication (collectively, the “Assets”):


 


		(a)	any and all right, title, interest and claims in, to, under and/or derived from the perpetual and term
overriding royalty interests conveyed to Assignor pursuant to the terms of the Conveyances (“ORRIs”) granting to Assignor
an undivided interest in and to all Minerals (as such term is defined in the Conveyances) in, under and that may be produced and saved
from the Target Formations (as that term is defined in the Conveyances) underlying the lands subject to or covered by the oil and gas
leases described in Exhibit A-1 hereto, insofar and only insofar as they cover the Targeted Formations from the wells listed on Exhibit A-3
hereto (the “Wells”);



 



    18


     


    

 


		(b)	all trade credits, all accounts, receivables, and all other proceeds, income, or revenues attributable
to the Minerals (the “Proceeds”) that are attributable to the time period from and after the Effective Time; and



 


		(c)	all files, records, and data maintained by Assignor, or to which Assignor is entitled, including, without
limitation, data and other documentary information regarding the Minerals, and the Proceeds to the extent the transfer of such data is
not prohibited under any related contracts (the “Records”); provided, however, that the term “Records” shall not
include any of Assignor’s files, records, and data that (i) relate to its business generally, (ii) are legal in nature,
(iii) relate to the sale of the Assets, and (iv) the transfer of which is prohibited by contract or law or that would impose
a transfer fee or penalty on Assignor.



 


TO HAVE AND TO HOLD all and
singular the Assets, together with all rights, titles, interests, estates, remedies, powers and privileges thereto appertaining unto Assignee
and its successors, legal representatives, and assigns forever, subject to the following:


 


Assumption.
From and after the Execution Date of this Assignment, Assignee shall assume, fulfill, perform, pay, and discharge any and all of the Assumed
Obligations in accordance with the terms of the Purchase Agreement.


 


Successors
and Assigns. This Assignment shall apply to, be binding in all respects upon, and inure to the benefit of the Parties and
their respective successors and assigns.


 


Special
Warranty; Disclaimers. Assignor hereby binds itself, its successors and assigns to warrant and forever defend the title
to the ORRIs herein granted, conveyed, assigned and transferred unto Assignee, its successors and assigns, against the lawful claims and
demands of every person whomsoever claiming or to claim the same or any part thereof, by, through or under Assignor, but not otherwise.
EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, ASSIGNOR MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATION OR WARRANTY, EXPRESS
OR IMPLIED, AS TO (I) TITLE TO ANY OF THE ASSETS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY
REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE
QUANTITY, QUALITY, OR RECOVERABILITY OF PETROLEUM SUBSTANCES IN OR FROM THE ASSETS, (IV) TO THE EXTENT APPLICABLE, THE EXISTENCE
OF ANY PROSPECT, RECOMPLETION, INFILL, STEP-OUT OR OTHER DRILLING OPPORTUNITIES, (V) ANY ESTIMATES OF THE VALUE OF THE ASSETS
OR FUTURE REVENUES GENERATED BY THE ASSETS, (VI) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE ASSETS, OR WHETHER PRODUCTION HAS
BEEN CONTINUOUS, OR IN PAYING QUANTITIES, OR ANY PRODUCTION OR DECLINE RATES, (VII) TO THE EXTENT APPLICABLE, THE MAINTENANCE, REPAIR,
CONDITION, ENVIRONMENTAL CONDITION, QUALITY, SUITABILITY, DESIGN, OR MARKETABILITY OF THE ASSETS, (VIII) INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHT, (IX) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO ASSIGNEE OR ITS
AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS ASSIGNMENT AND ANY DOCUMENTS EXECUTED HEREUNDER OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND (X) COMPLIANCE WITH
ANY ENVIRONMENTAL LAW, AND ASSIGNOR FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED
BY THE PARTIES THAT THE ASSETS ARE BEING TRANSFERRED “AS IS, WHERE IS,” WITH ALL FAULTS AND DEFECTS, AND THAT ASSIGNEE HAS
MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNEE AGREES AND ACKNOWLEDGES
THAT IT SHALL HAVE NO RECOURSE AGAINST SELLER GROUP FOR ANY BREACH OF THE PURCHASE AGREEMENT BY ANY MEMBER OF SELLER GROUP OR ANY BREACH
OF THE SPECIAL WARRANTY IN THIS ASSIGNMENT BY ANY MEMBER OF SELLER GROUP.


 



    19


     


    

 


Governing
Law and Venue. This Assignment and the relationship of the Parties with respect to the transactions contemplated hereby
shall be governed by the laws of the State of Texas without regard to conflicts of laws principles; provided that in connection with the
determination of any conveyancing matters the laws of the state where such Property is located shall govern and control such determination.
Any dispute, controversy, claim, or action arising out of or relating to this Assignment, any document or other agreement related to this
Assignment, or any of the transactions contemplated hereunder or thereunder shall be brought in the federal or state courts located in
the city of Houston, Harris County, State of Texas. Each of the Parties hereto (a) irrevocably submits to the exclusive jurisdiction
of each such court in any such dispute, controversy, claim, or action, (b) waives any objection it may now or hereafter have to venue
or to an inconvenient forum, (c) agrees that all such disputes, controversies, claims, and actions shall be heard and determined
only in such courts, and (d) agrees not to bring any dispute, controversy, claim, or action arising out of or relating to this Assignment
or any document or agreement related hereto or any of the transactions contemplated hereunder or thereunder in any other forum. THE
PARTIES HEREBY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT
BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS ASSIGNMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


Further
Assurances. Subject to the terms and conditions of the Purchase Agreement, Assignor and Assignee each agrees to take such
further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other for carrying
out the purposes of this Assignment or of any document delivered pursuant to this Assignment or the Purchase Agreement.


 



    20


     


    

 


Severability.
If any provision of this Assignment, or any application thereof, is held invalid, illegal, or unenforceable in any respect under any
law, this Assignment shall be reformed to the extent necessary to conform, in each case consistent with the intention of the Parties,
to such law, and, to the extent such provision cannot be so reformed, then such provision (or the invalid, illegal, or unenforceable
application thereof) shall be deemed deleted from (or prohibited under) this Assignment, as the case may be, and, to the extent permitted
by law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby.


 


The
Purchase Agreement. Nothing in this Assignment shall operate to limit, release, or impair any of Assignor’s or Assignee’s
respective rights, obligations, remedies, or indemnities in the Purchase Agreement. The Purchase Agreement contains certain agreements
between the Parties, which shall survive the delivery of this Assignment in accordance with the terms of the Purchase Agreement. Capitalized
terms used in this Assignment shall have the meanings prescribed in this Assignment where such capitalized terms are defined; provided,
however, that capitalized terms used in this Assignment and not otherwise defined shall have the meanings given to such terms in the Purchase
Agreement. Each defined term shall be equally applicable both to the singular and the plural forms of the term so defined. To the extent
the terms and provisions of this Assignment are in conflict, or inconsistent, with the terms and provisions of the Purchase Agreement,
the terms and provisions of the Purchase Agreement shall control. For purposes of notice to third parties, however, Assignor and Assignee
expressly represent and acknowledge that a third party may rely on the descriptions of the Assets contained herein for purposes of determining
title thereto.


 


Limited
Liability. It is expressly understood and agreed by the Parties that (i) this Assignment is executed and delivered
by The Bank of New York Mellon Trust Company, N.A., the trustee of the Trust (the “Trustee”), not individually or personally,
but solely as trustee of Assignor in the exercise of the powers and authority conferred and vested in it and (ii) under no circumstances
shall the Trustee be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken
by Assignor under this Assignment.


 


Counterparts.
This Assignment may be executed and delivered in one or more original counterparts, each of which shall be deemed valid and binding with
respect to the signatories thereto, and all of which, when taken together, shall be deemed to constitute one and the same instrument.
All such counterparts shall be identical except that to facilitate filing and recording, counterparts to be filed and recorded in the
appropriate records of each county may have included in Exhibit A-1 through Exhibit A-3 hereto only those portions of Exhibit A-1
through Exhibit A-3 hereto that contain descriptions of the lands and leases located in said county. Every counterpart of this Conveyance
shall be deemed to be an original for all purposes, and all such counterparts together shall constitute one and the same instrument. An
executed counterpart of this Conveyance containing the full text to the entire Exhibits and Annexes will be kept at the offices of Assignor
and Assignee at the addresses indicated in the introductory paragraph to this Assignment. As between the Parties, any signature hereto
delivered by a Party by facsimile transmission or email pdf shall be deemed an original hereto.


 


[Signature and Acknowledgment Pages Follow]


 



    21


     


    




 


IN WITNESS WHEREOF, the Parties
have executed this Assignment on the Execution Date, but this Assignment shall be effective for all purposes as of the Effective Time.


 


	 	ASSIGNOR:
	 	 	 
	 	SandRidge Permian Trust
	 	 	 
	 	By: The Bank of New York Mellon Trust Company, N.A., as trustee
	 	 	 
	 	By:	 
	 	Name: Sarah Newell
	 	Title: Vice President



 


	THE STATE OF ________	§	 
	 	§	 
	COUNTY OF ___________	§	 



 


This
instrument was acknowledged before me this ______ day of ____________, 2021, by Sarah Newell, known to me to be the as Vice President
of The Bank of New York Mellon Trust Company, N.A., as trustee of Assignor, SandRidge Permian Trust, a Delaware statutory trust,
on behalf of said trust, who affirmed that the foregoing instrument was signed on behalf of such trust.


 





	 	Notary Public
	 	Printed Name:	 






	 	My Commission Expires:	 






	 	Commission Number:	 






 



    


     


    

 


	 	ASSIGNEE:
	 	 	 
	 	Montare Resources I, LLC
	 	 	 
	 	By:	 
	 	 	Dickie D. Hunter
	 	 	President






 


	THE STATE OF _______	§	 
	 	§	 
	COUNTY OF ________	§	 



 


This instrument was acknowledged
before me this ______ day of ____________, 2021, by Dickie D. Hunter, known to me to be the President of Montare Resources I, LLC, a Texas
limited liability company, who affirmed that the foregoing instrument was signed on behalf of such company.


 





	 	Notary Public
	 	Printed Name:	 






	 	My Commission Expires:	 






	 	Commission Number:	 






 


 






 


After recording return to:


 


Montare Resources I, LLC





400 East Las Colinas Blvd., Suite 680





Irving, Texas 75039





ATTN: Dickie D. Hunter