Exhibit 10.1





 


PURCHASE AND SALE AGREEMENT


 


BETWEEN


 


SAMSON OIL AND GAS USA, INC.


 


AS SELLER


 


AND


 


EAGLE ENERGY PARTNERS, I, LLC


 


AS PURCHASER


 


Executed on June 14, 2018


 




    		 	 



     


    

 


Table
of Contents


 


	 	Page
	 	 
	PURCHASE AND SALE AGREEMENT	1
	 	 	 
	RECITALS:	 	1
	 	 	 
	Article 1 PURCHASE AND SALE	1
	 	 	 
	Section 1.1	Purchase and Sale	1
	 	 	 
	Section 1.2	Assets	1
	 	 	 
	Section 1.3	Excluded Assets	4
	 	 	 
	Section 1.4	Effective Time; Proration of Costs and Revenues	5
	 	 	 
	Section 1.5	Delivery and Maintenance of Records	7
	 	 	 
	Article 2 PURCHASE PRICE	7
	 	 	 
	Section 2.1	Consideration	7
	 	 	 
	Section 2.2	Adjustments to Purchase Price	8
	 	 	 
	Section 2.3	Allocation of Purchase Price	9
	 	 	 
	Section 2.4	Deposit	9
	 	 	 
	Article 3 TITLE MATTERS	11
	 	 	 
	Section 3.1	Seller’s Title	11
	 	 	 
	Section 3.2	Certain Definitions	11
	 	 	 
	Section 3.3	Definition of Permitted Encumbrances	13
	 	 	 
	Section 3.4	Notice of Title Defect Adjustments; Title Defect Remedies	15
	 	 	 
	Section 3.5	Consents to Assignment and Preferential Rights to Purchase	19
	 	 	 
	Section 3.6	Casualty or Condemnation Loss	21
	 	 	 
	Section 3.7	Limitations on Applicability	21
	 	 	 
	Article 4 ENVIRONMENTAL MATTERS	22
	 	 	
	Section 4.1	Assessment	22
	 	 	 
	Section 4.2	Hazardous Materials and NORM	22
	 	 	 
	Section 4.3	Notice of Violations of Environmental Laws	23
	 	 	 
	Section 4.4	Remedies for Violations of Environmental Laws	24
	 	 	 
	Section 4.5	Limitations	26
	 	 	 
	Article 5 REPRESENTATIONS AND WARRANTIES OF SELLER	27
	 	 	 
	Section 5.1	Disclaimers	27



 






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Table
of Contents


(continued)


 


	 	Page
	 	 
	Section 5.2	Existence and Qualification	28
	 	 	 
	Section 5.3	Power	28
	 	 	 
	Section 5.4	Authorization and Enforceability	28
	 	 	 
	Section 5.5	No Conflicts	29
	 	 	 
	Section 5.6	Liability for Brokers’ Fees	29
	 	 	 
	Section 5.7	Litigation	29
	 	 	 
	Section 5.8	Taxes and Assessments	29
	 	 	 
	Section 5.9	Outstanding Capital Commitments	30
	 	 	 
	Section 5.10	Compliance with Laws	30
	 	 	 
	Section 5.11	Contracts	30
	 	 	 
	Section 5.12	Payments for Production	30
	 	 	 
	Section 5.13	Imbalances	31
	 	 	 
	Section 5.14	Governmental Authorizations	31
	 	 	 
	Section 5.15	Consents and Preferential Purchase Rights	31
	 	 	 
	Section 5.16	Condemnation	31
	 	 	 
	Section 5.17	Bankruptcy	31
	 	 	 
	Section 5.18	Leases	31
	 	 	 
	Section 5.19	Well Status; Plugging and Abandonment	32
	 	 	 
	Section 5.20	Non-Consent Operations; Payout Status	32
	 	 	 
	Section 5.21	Environmental Matters	32
	 	 	 
	Section 5.22	Audits.  There are
no audits currently being conducted of the operator of any of the Assets of the joint account under any operating agreements or
to Seller’s knowledge, imminent	33
	 	 	 
	Section 5.23	Judgments.  There
    are no unsatisfied liens, judgments or injunctions related to the Assets issued by a court of competent jurisdiction or other
    Governmental Body outstanding against the Seller	33
	 	 	 
	Article 6 REPRESENTATIONS AND WARRANTIES OF PURCHASER	33
	 	 	 
	Section 6.1	Existence and Qualification	33
	 	 	 
	Section 6.2	Power	33
	 	 	 
	Section 6.3	Authorization and Enforceability	33
	 	 	 
	Section 6.4	No Conflicts	33



 






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Table
of Contents


(continued)



 


	 	Page
	 	 
	Section 6.5	Liability for Brokers’ Fees	34
	 	 	 
	Section 6.6	Litigation	34
	 	 	 
	Section 6.7	Financing	34
	 	 	 
	Section 6.8	Independent Investigation	34
	 	 	 
	Section 6.9	Bankruptcy	34
	 	 	 
	Section 6.10	Qualification	34
	 	 	 
	Section 6.11	Consents	34
	 	 	 
	Section 6.12	Investment Intent	35
	 	 	 
	Article 7 COVENANTS OF THE PARTIES	35
	 	 	 
	Section 7.1	Access	35
	 	 	 
	Section 7.2	Government Reviews	35
	 	 	 
	Section 7.3	Notification of Breaches	35
	 	 	 
	Section 7.4	Operatorship	36
	 	 	 
	Section 7.5	Operation of Business	36
	 	 	 
	Section 7.6		38
	 	 	 
	Section 7.7	Indemnity Regarding Access	38
	 	 	 
	Section 7.8	Other Preferential Rights	38
	 	 	 
	Section 7.9	Tax Matters	38
	 	 	 
	Section 7.10	Special Warranty of Title	40
	 	 	 
	Section 7.11	Suspended Proceeds	40
	 	 	 
	Section 7.12	Further Assurances	40
	 	 	 
	Section 7.13	Oasis Operational Requirements	40
	 	 	 
	Section 7.14	[Intentionally Omitted].	40
	 	 	 
	Section 7.15	Use of GTO Tank and Equipment	40
	 	 	 
	Section 7.16	Enhanced Recovery Operations	41
	 	 	 
	Article 8 CONDITIONS TO CLOSING	41
	 	 	 
	Section 8.1	Conditions of Seller to Closing	41
	 	 	 
	Section 8.2	Conditions of Purchaser to Closing	42
	 	 	 
	Article 9 CLOSING	43
	 	 	 
	Section 9.1	Time and Place of Closing	43


 




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Table
of Contents


(continued)



 


	 	Page
	 	 
	Section 9.2	Obligations of Seller at Closing	43
	 	 	 
	Section 9.3	Obligations of Purchaser at Closing	44
	 	 	 
	Section 9.4	Closing Payment and Post-Closing Purchase Price Adjustments	45
	 	 	 
	Article 10 TERMINATION	46
	 	 	 
	Section 10.1	Termination	46
	 	 	 
	Section 10.2	Effect of Termination	47
	 	 	 
	Section 10.3	Distribution of Deposit Upon Termination; Specific Performance	47
	 	 	 
	Article 11 POST-CLOSING OBLIGATIONS; INDEMNIFICATION; LIMITATIONS; DISCLAIMERS AND WAIVERS	48
	 	 	 
	Section 11.1	Receipts	48
	 	 	 
	Section 11.2	Assumption and Indemnification	49
	 	 	 
	Section 11.3	Indemnification Actions	52
	 	 	 
	Section 11.4	Limitation on Actions	54
	 	 	 
	Section 11.5	Recording	56
	 	 	 
	Section 11.6	[intentionally omitted]	56
	 	 	 
	Article 12 MISCELLANEOUS	56
	 	 	 
	Section 12.1	Counterparts	56
	 	 	 
	Section 12.2	Notice	56
	 	 	 
	Section 12.3	Sales or Use Tax Recording Fees and Similar Taxes and Fees	57
	 	 	 
	Section 12.4	Expenses	57
	 	 	 
	Section 12.5	Change of Name	57
	 	 	 
	Section 12.6	Replacement of Asset Bonds	57
	 	 	 
	Section 12.7	Governing Law and Venue	58
	 	 	 
	Section 12.8	Jurisdiction; Waiver of Jury Trial	58
	 	 	 
	Section 12.9	Captions	58
	 	 	 
	Section 12.10	Amendment; Waivers	59
	 	 	 
	Section 12.11	Assignment	59
	 	 	 
	Section 12.12	Entire Agreement	59


 




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Table
of Contents


(continued)



 


	 	Page
	 	 
	Section 12.13	No Third Person Beneficiaries	59
	 	 	 
	Section 12.14	Public Announcements	60
	 	 	 
	Section 12.15	Invalid Provisions	60
	 	 	 
	Section 12.16	References	60
	 	 	 
	Section 12.17	Construction	61
	 	 	 
	Section 12.18	Limitation on Damages	61
	 	 	 
	Article 13 definitionS	61
	 	 	 
	“Additional Leases” has the meaning set forth in Section 1.2(a)(v).	61
	 	 
	“Adjusted Purchase Price” has the meaning set forth in Section 2.1.	61


 




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EXHIBITS
AND SCHEDULES


 


	Exhibit A Part 1	Madison Leases
	Exhibit A Part 2	Red River Leases
	Exhibit A Part 3	Commingled Leases
	Exhibit A Part 4	Lands
	Exhibit A Part 5	Additional Leases
	Exhibit A-1 Part 1	Oil and Gas Wells and Units
	Exhibit A-1 Part 2	Other Wells and Units
	Exhibit A-2	Target System
	Exhibit B	Conveyance
	Exhibit C	Persons with Knowledge
	Exhibit D	Joint Surface Use Agreement
	Exhibit E	Home Run Reserved WI – Leases and Wells
	Exhibit F	Transition Services Agreement
	Exhibit G	Right of First Refusal
	Exhibit H	Escrow Agreement
	Schedule 1.2c)	Contracts
	Schedule 1.3e)	Excluded Asset Bonds and Permits
	Schedule 2.3	Allocated Value
	Schedule 3.3e)	Contested Taxes
	Schedule 3.3f)	Contested Mechanic and Materialman Liens
	Schedule 4.3	Environmental Exceptions
	Schedule 5.5	Conflicts
	Schedule 5.7	Litigation
	Schedule 5.8	Taxes and Assessments
	Schedule 5.9	Outstanding Capital Commitments
	Schedule 5.10	Compliance With Laws
	Schedule 5.11(a)	Defaults
	Schedule 5.11(b)	Certain Contracts
	Schedule 5.12	Payments For Production
	Schedule 5.13	Imbalances
	Schedule 5.14	Governmental Authorizations
	Schedule 5.15	Preferential Rights & Consents to Assign
	Schedule 5.18	Leases
	Schedule 5.19	Well Status; Plugging and Abandonment
	Schedule 5.20	Non-Consent Operations; Payout Balances
	Schedule 5.21	Environmental
	Schedule 7.3	Persons with Actual Knowledge
	Schedule 7.11	Suspended Proceeds
	Schedule 7.13	Oasis Requirements
	Schedule 7.14	Oasis Non-Compete
	Schedule 7.14	GTO Agreement
	Schedule 9.4c)	Seller’s Wiring Instructions


 




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PURCHASE AND SALE AGREEMENT


 


This Purchase and Sale
Agreement (this “Agreement”), is executed on June 12, 2018, by and between Samson Oil and Gas USA, Inc., a Colorado
corporation (“Seller”), and Eagle Energy Partners I, LLC, a North Dakota limited liability company (“Purchaser”).
Purchaser and Seller may each be referred to herein as a “Party,” and collectively as the “Parties.”


 


RECITALS:


 


A.           Seller
owns certain oil and gas properties in Bowman, Divide, McKenzie and Williams Counties, North Dakota, and Dawson, Richland, Roosevelt
and Sheridan Counties, Montana.


 


B.           Seller
desires to sell to Purchaser and Purchaser desires to purchase from Seller the Assets, in the manner and upon the terms and conditions
hereafter set forth.


 


NOW, THEREFORE, in
consideration of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for
other 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:


 


Article
1

PURCHASE AND SALE


 


Section 1.1           Purchase
and Sale.


 


At the Closing, but
effective as of the Effective Time, and subject to the reservations and exceptions and the other terms and conditions of this Agreement,
Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase, accept and pay for the Assets. Capitalized terms
used herein shall have the meanings ascribed to them in this Agreement as such terms are identified and/or defined in Article
13 hereof.


 


Section
1.2           Assets. As used herein, the term
“Assets” means, subject to the terms and conditions of this Agreement, all of Seller’s right, title,
interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to the
following, excluding, however, the Excluded Assets:


 


(a)          All
of the oil and gas leases; oil, gas and/or mineral leases; subleases and other leaseholds; carried interests; mineral fee interests;
overriding royalty interests; force pooled and non-consent interests, reversionary rights and other properties and interests, together
with all amendments, supplements, extensions, renewals, top leases or ratifications thereof (collectively, the leases described
in this Section 1.2(a), subject to the applicable depth and other limitations set forth in this Section 1.2(a), are
the “Oil and Gas Leases” or the “Leases”):


 




    		 	 



     


    

 


(i)          described
on Exhibit A Part 1 INSOFAR AND ONLY INSOFAR AS such Oil and Gas Leases cover the depths from one hundred feet (100’)
below the surface to the lesser of (A) one hundred feet (100’) above the top of the Bakken Pool and (B) the base of the Madison
Formation, such base of the Madison Formation being the stratigraphic equivalent of 10,648, true vertical depth, as seen on the
1st triple combo log run in the Green 12-6 Well (API # 33053025770000) located in Section 6, Township 151N, Range 101W,
McKenzie County, North Dakota (the “Base of the Madison Formation”) (the “Madison Leases”);


 


(ii)         described
on Exhibit A Part 2, INSOFAR AND ONLY INSOFAR AS such Oil and Gas Leases cover the stratigraphic equivalent of the depths
from 13,347’ to 13,550’ as seen on the Green 12-6, API # 33053025770000, DSTM Log (the “Red River Leases”);


 


(iii)        described
on Exhibit A Part 3, INSOFAR AND ONLY INSOFAR AS such Oil and Gas Leases cover (A) the depths from one hundred feet (100’)
below the surface to the lesser of (I) one hundred feet (100’) above the top of the Bakken Pool and (II) the Base of the
Madison Formation and (B) solely with respect to the Wells set forth on Exhibit A Part 3, the additional depths set forth
on Exhibit A Part 3 but only to the extent production exists from the wellbores of such Wells (the “Commingled
Leases”);


 


(iv)        subject
to the terms of that certain Joint Surface Use Agreement by and between Seller and Oasis Petroleum North America LLC (“Oasis”),
attached hereto as Exhibit D (the “Joint Surface Use Agreement”), the Madison Leases, the Red River Leases,
and the Commingled Leases, INSOFAR AND ONLY INSOFAR AS such Madison Leases, Red River Leases, and Commingled Leases, as applicable,
cover the surface of the Lands and the depths from the surface to one hundred feet (100”) below the surface; and


 


(v)         described
on Exhibit A Part 5 (the “Additional Leases”).


 


provided, further
that in the case of each of (i), (ii), (iii), and (iv) above, the conveyance of the Leases is further
limited to INSOFAR AND ONLY INSOFAR as such Leases cover lands included in the governmental sections described on Exhibit A
Part 4 on which the Oil and Gas Wells (hereinafter defined) are located (together with all lands covered by, unitized, or pooled
with the Additional Leases, the “Lands”)


 


(b)          Subject
to the applicable depth and other limitations set forth in Section 1.2(a) above, all of the oil and gas wells listed on
Exhibit A-1 Part 1 (the “Oil and Gas Wells”) and water, CO2, disposal or injection wells listed on Exhibit
A-1 Part 2 attached hereto (whether or not located on the Lands), in each case, whether producing, shut-in, plugged or abandoned
(collectively, the “Wells”);


 


(c)          Subject
to the applicable depth and other limitations set forth in Section 1.2(a) above, the pools or units described on Exhibit
A-1 (inclusive of Parts 1 and 2) (the “Units,” such Units together with the Leases, Lands and Wells, or
in cases when there is no Unit, the Leases together with the Lands and Wells, subject to the applicable depth and other limitations
set forth in Section 1.2(a) above, being hereinafter referred to collectively as the “Properties” and
individually as a “Property”);


 




    		2	 



     


    

 


(d)          All
contracts, agreements and instruments by which the Properties are bound, or to which the Properties are subject, but in each case
only to the extent applicable to the Properties and not the Excluded Assets or other properties of Seller or its Affiliates not
included in the Assets, including operating agreements, unitization, pooling and communitization agreements, declarations and orders,
pre-pooling agreements, joint venture agreements, farmin and farmout agreements, water rights agreements, exploration agreements,
area of mutual interest agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements
for the sale and purchase of Hydrocarbons and processing agreements, and further including those agreements and instruments identified
on Schedule 1.2(c) (hereinafter collectively referred to as the “Contracts”), provided that “Contracts”
shall exclude any master service agreements;


 


(e)          All
equipment, machinery, fixtures and other tangible personal property and improvements located on the Properties and used or held
for use primarily in connection with the operation of the Wells, including any wells, tanks, boilers, buildings, fixtures, injection
facilities, saltwater disposal facilities, compression facilities, pumping units and engines, flow lines, pipelines, gathering
systems, gas and oil treating facilities, machinery, power lines, telephone and telegraph lines, roads, and other appurtenances,
improvements and facilities, but in each case only to the extent the foregoing are applicable to the Properties and not the Excluded
Assets or other properties of Seller or its Affiliates not included in the Assets (the “Equipment”);


 


(f)          All
Hydrocarbons produced from or attributable to the Properties from and after the Effective Time; and all inventories of Hydrocarbons
produced from or attributable to the Properties that are in storage in tanks or pipelines at the Effective Time, but only to the
extent that Seller receives an upward adjustment to the Purchase Price pursuant to Section 2.2(g) in respect of such Hydrocarbon
inventories;


 


(g)          All
Imbalances;


 


(h)          the
water gathering and/or transportation system depicted on the map set forth on Exhibit A-2 attached hereto;


 


(i)          All
claims and causes of action (i) arising from acts, omissions or events or damage to or destruction of any properties or interests
described in Section 1.2(a) through Section 1.2(h) with respect to all periods from and after the Effective Time
or related to any Assumed Seller Obligation, and (ii) for insurance proceeds from any policy of insurance now or previously held
by Seller that are or may potentially provide recovery for any of the Assumed Seller Obligations or Environmental Liabilities,
regardless of when they arise; and


 


(j)          Copies
of all of the following records in Seller’s possession, subject to Section 1.5: All Lease files; Land files; Well
files; and Contract files; gas processing files; division order files; abstracts; title opinions; land surveys; non-confidential
logs; maps; engineering data and reports; and files and all other books, records, data, files, maps and accounting records to the
extent used or held for use primarily in connection with the maintenance or operation of the Properties and not related to the
Excluded Assets, but excluding the Excluded Records (such copies, collectively, and subject to such exclusion, the “Records”).


 




    		3	 



     


    

 


Section
1.3           Excluded Assets. Notwithstanding
the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the purchase and sale
contemplated hereby (collectively, the “Excluded Assets”):


 


(a)          all
rights to any refund (whether by payment, credit, offset or otherwise) of Taxes or other costs or expenses borne by Seller or Seller’s
predecessors in interest and/or title attributable to periods prior to the Effective Time;


 


(b)          all
rights, claims, indemnities, warranties, guaranties, and causes of action (including insurance claims, whether or not asserted,
under policies of insurance or claims to the proceeds of insurance) that may be asserted against a third Person and accrued during
the period prior to the Effective Time, or that are attributable to (or by their terms cover) (i) liabilities retained by Seller
hereunder, or (ii) actions, events or omissions prior to the Effective Time, except, in each case, to the extent such items arise
from or by their terms cover Assumed Seller Obligations or are otherwise allocated to Purchaser under the other provisions of this
Agreement;


 


(c)          all
rights of Seller under Contracts attributable to periods before the Effective Time insofar as such rights relate to Seller Indemnity
Obligations or other liabilities of Seller retained under this Agreement, and all rights of Seller under Contracts to the extent
they relate to other Excluded Assets described in this Section 1.3;


 


(d)          rights
to initiate and conduct joint interest audits or other audits of Property Costs incurred before the Effective Time, and to receive
costs and revenues in connection with such audits, but in each case only to the extent, and for the time period, Seller is responsible
for such Property Costs under this Agreement;


 


(e)          Seller’s
area-wide Asset Bonds, permits and licenses or other permits, licenses or authorizations used in the conduct of Seller’s
business generally, as reflected in Schedule 1.3e);


 


(f)          all
trade credits, account receivables, note receivables, take-or-pay amounts receivable, and other receivables, and all other accounts,
instruments and general intangibles (as such terms are defined in the North Dakota Uniform Commercial Code), in each case attributable
to the Assets with respect to any period of time prior to the Effective Time (excluding Hydrocarbon inventories subject to Section
1.2(f) for which Seller receives an upward adjustment to the Purchase Price), as determined in accordance with GAAP;


 


(g)          trademarks,
patents, trade names and similar intellectual property;


 


(h)          Asset
Bonds retained by Seller pursuant to Section 12.6;


 


(i)          all
vehicles used in connection with the Assets (whether or not leased);


 


(j)          all
tools, pulling machines, warehouse stock, equipment or material (i) temporarily located on the premises of the Properties
and not presently required for the operation of the Seller Operated Assets as currently operated, excluding those items for which
an adjustment is made pursuant to Section 2.2(j), or (ii) used in connection with the other Excluded Assets;


 




    		4	 



     


    

 


(k)          all
offices and office leases, and computers, phones, office supplies, furniture, equipment and related personal effects located in
such offices, or otherwise located off the Properties or only temporarily located on the Properties;


 


(l)          all
hedges, futures, swaps and other derivatives, including rights relating thereto, affecting the Assets;


 


(m)          Assets
retained by Seller or excluded from the Assets at Closing pursuant to Sections 3.4d)ii), 3.5, 4.4a)ii) or
7.6, subject to the terms of such Sections;


 


(n)          That
certain ENZO tank owned by Generative Technology Operatives LLC located at or near the Schmitz 44-35H well (API # 33-053-02594-00-00))
(the “Schmitz Wellsite”), located in the SESE of Section 35, Township 153N Range102W (such tank, the “GTO
Tank and Equipment”);


 


(o)          An
undivided 15% of 8/8ths working interest in the Leases and Wells located in the “Home Run Field”, which Leases and
Wells are set forth on Exhibit E (the “Home Run Reserved WI”), together with all Hydrocarbons attributable
to the Home Run Reserved WI, and a concurrent interest in and to the Units, Contracts, and Equipment pertaining to the Home Run
Reserved WI; for the avoidance of doubt, Seller shall be obligated to pay 100% of the Property Costs attributable to the ownership
and operation of the Home Run Reserved WI, regardless of whether such Property Costs are incurred before or after the Effective
Time; furthermore, the Home Run Reserved WI shall be subject to a right of first refusal in favor or Purchaser in the form attached
as Exhibit G;


 


(p)          any
contracts, agreements, and instruments that would otherwise be included in the definition of Contracts, to the extent transfer
is (i) restricted by their respective terms or third Person agreement and the necessary consents to transfer are not obtained pursuant
to Section 3.5, or (ii) subject to payment of a fee or other consideration under any license agreement or other agreement
with a Person other than an Affiliate of Seller, and for which no consent to transfer has been received or for which Purchaser
has not agreed in writing to pay the fee or other consideration, as applicable; and


 


(q)          the
Excluded Records.


 


Section 1.4           Effective
Time; Proration of Costs and Revenues.


 


(a)          Possession
of the Assets shall be transferred from Seller to Purchaser at the Closing, but certain financial benefits and obligations of the
Assets shall be transferred effective as of 7:00 A.M., local time, where the respective Assets are located, on January 1, 2018
(the “Effective Time”), as further set forth in this Agreement.


 




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(b)          Except
to the extent accounted for in the adjustments to the Purchase Price made under Section 2.2, effective upon Closing (i)
Purchaser shall be entitled to all production from or attributable to the Properties at and after the Effective Time (and all products
and proceeds attributable thereto), and to all other income, proceeds, receipts and credits (excluding the Adjusted Purchase Price
and all other consideration due to Seller hereunder) earned with respect to the Assets at or after the Effective Time, and shall
be obligated to pay all Property Costs and other costs attributable to the ownership and operation of the Assets incurred at or
after the Effective Time and (ii) Seller shall be entitled to all production from or attributable to the Properties prior to the
Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts and credits earned
with respect to the Assets prior to the Effective Time, and, prior to the Final Settlement Date, shall be obligated to pay all
Property Costs attributable to the ownership and operation of the Assets prior to the Effective Time. “Earned” and
“incurred,” as used in this Agreement, shall be interpreted in accordance with GAAP and Council of Petroleum Accountants
Society (“COPAS”) standards, as applied by Seller in the ordinary course of business consistent with past practice,
subject to the last sentence of Section 1.4(c). For purposes of allocating production (and accounts receivable with respect
thereto), under this Section 1.4(b), (x) liquid Hydrocarbons shall be deemed to be “from or attributable to”
the Leases, Units and Wells when they pass through the pipeline connecting into the storage facilities into which they are transported
from the lands covered by the applicable Lease, Unit or Well, or if there are no storage facilities, when they pass through the
LACT meter or similar meter at the entry point into the pipelines through which they are transported from such lands and (y) gaseous
Hydrocarbons shall be deemed to be “from or attributable to” the Leases, Units and Wells when they pass through the
delivery point sales meters or similar meters at the entry point into the pipelines through which they are transported from such
lands. Seller shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings
(including gas production meters or sales meters) or gauging and strapping data is not available.


 


(c)          As
used herein, “Property Costs” means, determined without duplication, (i) all costs attributable to the ownership
or operation of the Assets (including prepaid costs or deposits, costs of insurance, and Property Taxes, but excluding any other
Taxes), (ii) capital expenditures incurred in the ownership or operation of the Assets in the ordinary course of business, (iii)
where applicable, such costs and capital expenditures charged in accordance with the relevant operating agreement, unit agreement,
pooling agreement, pre-pooling agreement, pooling order or similar instrument, or if none, charged to the Assets on the same basis
as charged on the date of this Agreement, (iv) overhead costs charged to the Assets under the relevant operating agreement, unit
agreement, pooling agreement, pre-pooling agreement, pooling order or similar instrument by unaffiliated third parties, or if none,
charged to the Assets on the same basis as charged on the date of this Agreement and (v) in addition to the foregoing items, with
respect to Seller Operated Assets, an amount equal to the COPAS overhead charges under applicable joint operating agreements that
would be charged to the interest of Seller in the Assets, or if there is no joint operating agreement, such amount as would be
charged under a joint operation agreement; provided that “Property Costs” shall exclude, without limitation,
liabilities, losses, costs, and expenses attributable to (A) claims, investigations, Proceedings or litigation directly or indirectly
arising out of or resulting from actual or claimed personal injury or death, property damage or violation of any Law (including
private rights or causes of action under any Law), (B) title claims (including claims that the Leases have terminated), (C) obligations
to plug wells, dismantle facilities, close pits and restore the surface or seabed around such wells, facilities and pits, (D) obligations
to cure, address or Remediate any contamination of groundwater, surface water, soil or Equipment under applicable Environmental
Laws, (E) obligations to furnish make-up gas according to the terms of applicable gas sales, gathering or transportation contracts,
(F) gas balancing obligations and similar obligations arising from Imbalances, (G) claims for improper calculation or payment of
royalties, overriding royalties or similar burdens based on the deduction of post-production costs or the use of prices received
by Seller or a particular reference price, and (H) obligations to pay working interests, royalties, overriding royalties or other
interests held in suspense, all of which are addressed in Section 11.2 or elsewhere in this Agreement. For the purposes
of calculating the adjustments to the Purchase Price under Section 2.2 or implementing the terms of Section 7.9 or
Article 11, ad valorem, property and similar Taxes, right-of-way fees, insurance premiums and Property Costs (excluding
delay rentals, lease bonuses, minimum royalties, option payments, lease extension payments and shut-in royalties) that are paid
periodically or otherwise cover services or deliveries for a period shall be prorated based on the number of days in the applicable
period falling before, or at and after, the Effective Time, except that production, severance and similar Taxes shall be prorated
based on the number of units actually produced, purchased or sold or proceeds of sale, as applicable, before, or at and after,
the Effective Time. Subject to the preceding sentence, determination of whether Property Costs are attributable to the period before
or after the Effective Time shall be based on when services are rendered, when goods are delivered, or when the work is performed.


 




    		6	 



     


    

 


Section 1.5           Delivery
and Maintenance of Records.


 


(a)          Seller,
at Purchaser’s cost, shall use reasonable efforts to deliver the Records in Seller’s possession or control (FOB Seller’s
office) to Purchaser within ten (10) Business Days following Closing. Seller may retain original Records and/or copies of any Records,
but shall provide Purchaser a copy of any original record retained by Seller. Seller shall keep all retained Records and copies
of Records, and the information contained therein, confidential to the fullest extent possible.


 


(b)          Purchaser,
for a period of four (4) years following the Closing, will (i) retain the Records, (ii) provide Seller, its Affiliates, and its
and their officers, employees and representatives with access to the Records during normal business hours for review and copying
at Seller’s expense and (iii) within five (5) days of receipt of written notice from Seller, provide Seller, its Affiliates,
and its and their officers, employees, consultants and legal counsel with access, during normal business hours, to materials received
or produced after Closing relating to any claim for indemnification made under Section 11.2 (excluding, however, (x) attorney
work product and communications protected by attorney-client privilege and prepared with respect to any such claim being brought
by Purchaser and (y) information subject to an applicable confidentiality restriction in favor of third Persons) for review and
copying at Seller’s expense.


 


Article
2

PURCHASE PRICE


 


Section
2.1           Consideration. The total
consideration paid by Purchaser for the Assets shall be Forty Million Dollars ($40,000,000.00) (the “Purchase
Price”), as adjusted as provided in Section 2.2 and Section 9.4 (the “Adjusted Purchase
Price”).


 




    		7	 



     


    

 


Section
2.2           Adjustments to Purchase Price. The
Purchase Price for the Assets shall be adjusted as follows with all such amounts being determined in accordance with GAAP and
COPAS standards, as applied by Seller in the ordinary course of business consistent with past practice (with such adjustments
being made so as to not give duplicative effect):


 


(a)          Reduced
by the aggregate amount of the following proceeds received and retained by Seller: proceeds earned from the sale of Hydrocarbons
(net of any royalties, overriding royalties or other burdens on or payable out of production, gathering, processing and transportation
costs and any production, severance, sales, excise or similar Taxes not reimbursed to Seller by the purchaser of production) produced
from or attributable to the Properties after the Effective Time;


 


(b)          Reduced
in accordance with Section 3.5 or Section 7.6, by an amount equal to the Allocated Value of those Properties (i)
with respect to which preferential purchase rights have been exercised prior to Closing, or (ii) that are affected by unsatisfied
and unwaived Consent Requirements;


 


(c)          Reduced
in accordance with Section 7.6 by an amount equal to the Allocated Value of those Properties that are subject to a Proceeding
prior to Closing seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby in
connection with a claim to enforce preferential rights;


 


(d)          (i)
Subject to Section 3.4(i), reduced by the applicable Title Defect Amount as a result of Title Defects for which the Title
Defect Amount has been finally determined or agreed pursuant to Section 3.4 (or, for purposes of the Closing Payment, pursuant
to Seller’s good faith estimate), and by the Allocated Value (or applicable portion thereof) of any Title Defect Property
retained by Seller pursuant to Section 3.4(d)(ii) and (ii) increased by the applicable Title Benefit Amount as a
result of Title Benefits for which the Title Benefit Amount has been finally determined or agreed pursuant to Section 3.4;


 


(e)          Reduced
by the Allocated Values (or the applicable portion thereof) of any Properties excluded by Seller pursuant to Section 3.6;


 


(f)          Subject
to Section 4.4, reduced by (i) the applicable Environmental Defect Amount as a result of Environmental Defects for which
Seller made an election under Section 4.4(a)(i) and the Environmental Defect Amount has been finally determined or agreed
pursuant to Section 4.4 (or, for purposes of the Closing Payment, pursuant to Seller’s good faith estimate), and (ii)
the Allocated Value of any Property retained by Seller pursuant to Section 4.4(a)(ii);


 


(g)          Increased
by the amount equal to the value of all of Seller’s inventories of Hydrocarbons produced from or attributable to the Properties
that are in storage in tanks or pipelines above the load line or pipeline connection, as applicable, as of the Effective Time (which
value shall be based on the actual proceeds received therefrom), less any applicable production, severance, sales or excise Taxes,
overriding royalties, royalties and similar burdens on or payable out of production; provided, however, that the adjustment
contemplated by this paragraph shall be only made to the extent that Seller does not receive and retain the proceeds, or portion
thereof, attributable to the sale of such Hydrocarbons;


 




    		8	 



     


    

 


(h)         Increased
by the amount of all Property Costs and other costs attributable to the ownership and operation of the Assets that are paid by
Seller and incurred on or after the Effective Time, including pre-paid costs and deposits, except any Property Costs and other
such costs already deducted in the determination of proceeds in Section 2.2(a);


 


(i)          Reduced
by the amount of all Property Costs attributable to the ownership and operation of the Assets prior to the Effective Time which
are actually paid by Purchaser or which Purchaser is required to assume under this Agreement;


 


(j)          Increased
by an amount equal to the value, as determined according to the COPAS 2005 Accounting Procedures, of all surplus tubular, goods
and physical inventory (including water) to the extent such items are owned by Seller and included in the Assets at the Effective
Time; and


 


(k)          Decreased
in accordance with Section 7.11, as applicable.


 


The adjustment described
in Section 2.2(a) shall serve to satisfy, up to the amount of the adjustment, Purchaser’s entitlement under Section
1.2(f) and Section 1.4 to Hydrocarbon production from or attributable to the Properties during the period between the
Effective Time and the Closing Date (the “Adjustment Period”), and to the value of other income, proceeds, receipts
and credits earned with respect to the Assets during the Adjustment Period, and Purchaser shall not have any separate rights to
receive any production or income, proceeds, receipts and credits with respect to which an adjustment has been made.


 


Section
2.3           Allocation of Purchase Price. On or
before the Closing Date, Purchaser and Seller will agree upon an allocation of the unadjusted Purchase Price among each of
the Assets, in compliance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the
“Code”), and the United States Treasury Regulations thereunder. Such allocation of value shall be as set
forth in Schedule 2.3 as adjusted to reflect adjustments to the Purchase Price in accordance with Section 2.2.
The value allocated to an Asset in Schedule 2.3 with respect to such Asset is herein referred to as its
“Allocated Value.” No Asset may be assigned a negative Allocated Value. After Seller and Purchaser have
agreed on the Allocated Values for the Assets, the Parties will be deemed to have accepted such Allocated Values for purposes
of this Agreement and the transactions contemplated hereby, but Seller makes no representation or warranty as to the accuracy
of such values. Purchaser and Seller shall each prepare their respective Forms 8594 with respect to the transactions
contemplated by this Agreement in a manner consistent with the Allocated Values. The Parties shall not take any Tax position
(whether in audits, on Tax Returns, or otherwise) that is inconsistent with such allocation unless required to do so by
applicable Law.


 


Section
2.4           Deposit. On or before the date that
is two (2) Business Days following the execution of this Agreement, Purchaser shall wire transfer an earnest money deposit in
an amount equal to One Million Dollars ($1,000,000) (the “Deposit”) as follows (i) Two Hundred and Fifty
Thousand Dollars ($250,000) shall be wired to Seller, according to the wire transfer instructions provided by Seller; and
(iii) Seven Hundred and Fifty Thousand Dollars ($750,000) shall be wired to Escrow Agent to be held pursuant to the terms of
the Escrow Agreement attached hereto as Exhibit H. The Deposit shall be non-interest bearing and applied against
the Purchase Price if the Closing occurs or shall be otherwise distributed in accordance with the terms of the Escrow
Agreement and this Agreement. If either tranche of the Deposit is not timely made, then this Agreement shall immediately
become null and void and the Parties shall not be bound by any of their obligations thereby, and Seller and/or the Escrow
Agent shall return to Purchaser that tranche of the Deposit that was timely made, if any.


 




    		9	 



     


    

 


(a)          Terms
of Escrow Agreement. The Deposit shall be held by Seller and the Escrow Agent under the following terms as are more fully set
forth in the Escrow Agreement:


 


i)         Financing
Contingency. Purchaser’s agreement to purchase is conditioned upon approval by Purchaser’s lender of financing
on terms acceptable to Purchaser within fifteen (15) Business Days of execution of this Agreement. If Purchaser does not give Seller
and Escrow Agent notice that financing has been approved by Purchaser’s lender prior to 5:00 p.m. on the 15th
Business Day following the execution of this Agreement, the condition shall be deemed to have failed and the Escrow Agent shall
return the escrowed portion of the Deposit to Purchaser.


 


ii)        Shareholder
Approval by Seller. Seller’s agreement to sell is conditioned upon approval by Seller’s shareholders. Seller shall
use its best efforts to obtain shareholder approval. Within 48 hours of the financing condition having been met or waived by Purchaser,
Seller shall begin the process of seeking shareholder approval. Seller shall obtain shareholder approval prior to 42 days following
the day on which the Purchaser’s financing condition has been met, provided, however, that if the delivery of Seller’s
proxy materials to its shareholders is delayed by regulatory review by, or comments from, the SEC or the ASX, a corresponding adjustment
shall be made to extend the 42 day period by the amount of delay caused by such regulatory action. If the Seller does not receive
Shareholder approval of the sale within the time frame stated herein, the condition shall have failed and Seller and the Escrow
Agent shall return the Deposit to Purchaser.


 




    		10	 



     


    

 


Article
3

TITLE MATTERS


 


Section 3.1           Seller’s
Title.


 


(a)          This
Article 3, Section 8.2(e) and the Special Warranty in the Conveyance (subject to Section 7.10) shall, to the
fullest extent permitted by applicable Law, be the exclusive right and remedy of Purchaser with respect to title to the Assets.


 


(b)          The
conveyance of the Assets to be delivered by Seller to Purchaser shall be substantially in the form of Exhibit B (the “Conveyance”).


 


Section 3.2           Certain
Definitions.


 


(a)          As
used in this Agreement, the term “Defensible Title” means that title of Seller that is deducible of record,
by standards of limitations, adverse possession or prescription, or by any other legally enforceable right, which, subject to and
except for Permitted Encumbrances:


 


(i)          Entitles
Seller to receive a share of the Hydrocarbons produced, saved and marketed from any Well (a “Subject Property”)
throughout the productive life thereof (after satisfaction of all royalties, overriding royalties, nonparticipating royalties,
net profits interests or other similar burdens on or measured by production of Hydrocarbons) (a “Net Revenue Interest”)
as to the depths and/or intervals specified on Exhibit A or Exhibit A-1, of not less than the “net revenue
interest” share shown in Exhibit A or Exhibit A-1 for such Subject Property as to such depths and/or intervals,
except for decreases resulting from reversionary interests, carried interests, horizontal or vertical severances or other matters
or changes in interest stated in Exhibit A or Exhibit A-1, decreases in connection with those operations permitted
under Section 7.5 in which Seller may after the Effective Time be a non-consenting party, decreases resulting from the election
to ratify or the establishment or amendment of pools or units on or after the Effective Time, and decreases required to allow other
working interest owners to make up past underproduction or pipelines to make up past under deliveries;


 


(ii)         Obligates
Seller to bear not greater than the “working interest” share shown in Exhibit A or Exhibit A-1 of the
costs and expenses for the maintenance and development of, and operations relating to, any Subject Property throughout the productive
life and the plugging and abandonment thereof (a “Working Interest”) as to the depths and/or intervals specified
on Exhibit A or Exhibit A-1, except increases resulting from matters stated in Exhibit A or Exhibit A-1,
increases resulting from contribution requirements with respect to defaulting parties under applicable operating, unit, pooling,
pre-pooling or similar agreements and increases that are accompanied by at least a proportionate increase in Seller’s Net
Revenue Interest;


 


(iii)        Is
free and clear of liens and encumbrances on title that affect or encumber a Property;


 




    		11	 



     


    

 


in each case excluding,
subject to and determined without regard to matters constituting Permitted Encumbrances. If a Property has not been given an Allocated
Value (or has been given an Allocated Value of zero ($0)), Purchaser may not assert any Title Defect in respect of such Property
or any other remedy under this Article 3, including, without limitation, under the Special Warranty.


 


(b)          As
used in this Agreement, the term “Title Benefit” shall mean any right, circumstance or condition that operates
to increase the Net Revenue Interest of Seller in any Subject Property above that shown on Exhibit A or Exhibit A-1,
without causing a greater than proportionate increase in Seller’s Working Interest above that shown in Exhibit A or
Exhibit A-1.


 


(c)          As
used in this Agreement, the term “Title Defect” shall mean any lien, encumbrance, obligation or defect that
causes Seller’s title to any Subject Property shown on Exhibit A or Exhibit A-1 to be less than Defensible
Title; provided that “Title Defect” shall exclude the following:


 


(i)          defects
based solely on a lack of information in Seller’s files or references to a document if such document is not in Seller’s
files;


 


(ii)         defects
arising out of lack of corporate or other entity authorization unless Purchaser provides affirmative evidence that the action was
not authorized and results in another Person’s superior claim of title to the relevant Subject Property;


 


(iii)        defects
in the chain of title consisting of the failure to recite marital status in a document or omissions of successions of heirship
or estate Proceedings, unless Purchaser provides affirmative evidence that such failure or omission could reasonably be expected
to result in another Person’s superior claim of title to the relevant Subject Property;


 


(iv)        defects
based on a gap in Seller’s chain of title unless such gap is affirmatively shown to exist after a review of the available
public and/or county or parish records and the Records, by an abstract of title, title opinion or landman’s title chain (which
documents shall be included in any Title Defect Notice);


 


(v)         defects
that have been cured by applicable Laws of limitation or prescription;


 


(vi)        defects
arising out of a lack of survey, unless a survey is expressly required by applicable Laws;


 


(vii)       defects
asserting that non-consent or before and after-payout interests do not transfer leasehold title, or have not been recorded in the
county records, unless Purchaser provides affirmative evidence that such defect could reasonably be expected to result in another
Person’s superior claim of title to the relevant Subject Property;


 




    		12	 



     


    

 


(viii)      defects
related to mineral ownership other than oil, natural gas and natural gas liquids; and


 


(ix)         defects
asserting a change in Working Interest or Net Revenue Interest based on a change in drilling or spacing units, tract allocation
or other changes in pool or unit participation occurring after the date hereof, to the extent that Seller is in compliance with
the provisions of Section 7.5.


 


Section
3.3           Definition of Permitted Encumbrances. As
used herein, the term “Permitted Encumbrances” means any or all of the following:


 


(a)          Royalties,
nonparticipating royalty interests, net profits interests and any overriding royalties, reversionary interests and other burdens
to the extent that they do not, individually or in the aggregate, reduce Seller’s Net Revenue Interest below that shown in
Exhibit A or Exhibit A-1 or increase Seller’s Working Interest above that shown in Exhibit A or Exhibit
A-1 without a corresponding increase in the Net Revenue Interest;


 


(b)          The
terms and provisions of all Leases (including assignments and conveyances in the chain of title to the Leases), Contracts, surface
rights, unit agreements, pooling agreements or orders, pre-pooling agreements, operating agreements, production sales contracts,
division orders and other contracts, agreements and instruments applicable to the Assets, to the extent that they do not, individually
or in the aggregate: (i) reduce Seller’s Net Revenue Interest below that shown in Exhibit A or Exhibit A-1
or increase Seller’s Working Interest above that shown in Exhibit A or Exhibit A-1 without a corresponding
increase in the Net Revenue Interest, or (ii) materially interfere with the ownership and operation of the Assets as currently
owned and operated;


 


(c)          Subject
to compliance with Sections 3.5 and 7.6, third Person consent requirements and preferential rights to purchase the
Assets applicable to this or a future transaction involving the Assets;


 


(d)          Third
Person consent requirements and similar restrictions with respect to which waivers or consents are obtained by Seller from the
appropriate Persons on or prior to the Closing Date or the appropriate time period for asserting the right has expired or which
need not be satisfied prior to a transfer;


 


(e)          Liens
for current Taxes or assessments not yet delinquent or, if delinquent, being contested in good faith by appropriate actions, such
contested actions being reflected in Schedule 3.3(e);


 


(f)          Materialman’s,
mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges
arising in the ordinary course of business for amounts not yet delinquent (including any amounts being withheld as provided by
Law), or if delinquent, being contested in good faith by appropriate actions, such contested actions being reflected in Schedule
3.3(f);


 


(g)          Defects
or irregularities of title to which relevant statute(s) of limitation or prescription would bar any attachment or claim against
the Sellers’ title to the Properties;


 




    		13	 



     


    

 


(h)          Any
and all mortgages, outstanding deeds of trust, liens or other encumbrances that are to be released at Closing;


 


(i)          All
rights to consent, required notices to, filings with, or other actions by Governmental Bodies in connection with the sale or conveyance
of the Assets if they are not required prior to the sale or conveyance or are of a type customarily obtained after Closing;


 


(j)          Rights
of reassignment normally arising upon final intention to abandon or release all or any part of the Assets;


 


(k)          Easements,
rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations to the extent that they do
not, individually or in the aggregate: (i) reduce Seller’s Net Revenue Interest below that shown in Exhibit A or Exhibit
A-1 or increase Seller’s Working Interest above that shown in Exhibit A or Exhibit A-1 without a corresponding
increase in Net Revenue Interest, and (ii) materially interfere with the ownership and operation of the Assets as currently owned
and operated;


 


(l)          Calls
on Hydrocarbon production under existing Contracts;


 


(m)          All
rights reserved to or vested in any Governmental Body 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 Body or under any franchise, grant, license or
permit issued by any such Governmental Body;


 


(n)          Any
encumbrance on or affecting the Assets which is discharged by Seller at or prior to Closing;


 


(o)          Any
maintenance of uniform interest provision in an operating agreement or similar agreement if waived by the parties having the right
to enforce such provision;


 


(p)          Imbalances
associated with the Assets;


 


(q)          Any
lien, security interest, or encumbrance granted by the lessor or affecting the lessor’s interest in a Lease, unless there
is evidence that the mortgagee or lien holder has asserted a default under any such lien, security interest, or encumbrance and
has exercised, or intends to exercise, foreclosure proceedings;


 


(r)          Any
lien, security interest or encumbrance created under Leases and/or joint operating agreements or by operation of Law in respect
of obligations that, in each case, are not yet due;


 


(s)          Such
Title Defects as Purchaser has waived in writing;


 


(t)          Any
liens, charges, encumbrances, defects or irregularities in the ordinary course of business consisting of minor defects and irregularities
in title or other restrictions (whether created by or arising out of joint operating agreements, farm-out agreements, leases and
assignments, contracts for purchases of Hydrocarbons or similar Contracts or Surface Rights, or otherwise in the ordinary course
of business) that are of a nature customarily accepted by prudent purchasers of oil and gas properties and do not, individually
or in the aggregate, reduce Seller’s Net Revenue Interest below that shown in Exhibit A or Exhibit A-1 or increase
Seller’s Working Interest above that shown in Exhibit A or Exhibit A-1 without a corresponding increase in
Net Revenue Interest;


 




    		14	 



     


    

 


(u)          Any
liens, charges, encumbrances, defects or irregularities (i) which affect a Property from which Hydrocarbons have been and are being
produced (or to which production of Hydrocarbons is allocable) for the last three (3) years and for which no claim related to title
has been made in writing by any Person during such three (3) year period, which would be accepted by a reasonably prudent purchaser
engaged in the business of owning and operating oil and gas properties, and (ii) which do not, individually or in the aggregate,
(1) materially detract from the value of or materially interfere with the ownership and operation of the Assets subject thereto
or affected thereby (as currently owned and operated), and (2) reduce Seller’s Net Revenue Interest below that shown in Exhibit
A or Exhibit A-1, or increase Seller’s Working Interest above that shown in Exhibit A or Exhibit A-1
without a corresponding increase in the Net Revenue Interest; and


 


(v)         the
Mescalero APO Interest, and with respect to the Assets covered by that certain Stipulation and Assignment of After Payout Working
Interest dated April 24, 2013, as amended by that certain First Amendment to Stipulation and Assignment of After Payout Working
Interest dated October 1, 2013, between Oasis and Mescalero Minerals, LLC (as amended, the “Mescalero Agreement”)
(each a successor in interest);


 


Section 3.4           Notice
of Title Defect Adjustments; Title Defect Remedies.


 


(a)          To
assert a Title Defect, Purchaser must deliver a claim notice to Seller (each a “Title Defect Notice”) on or
before the day that is seven (7) Business Days before the Scheduled Closing Date (the “Title Claim Date”), except
as otherwise provided under Sections 3.5 or 3.6; provided, however, that Purchaser agrees that
it shall furnish to Seller at least once every week, commencing on the seventh (7th) day following the date of this Agreement until
the Title Claim Date with a Title Defect Notice for any Title Defects discovered during such one week period, which may be preliminary
in nature and may be supplemented, revised or revoked at any time prior to the Title Claim Date. Each Title Defect Notice shall
be in writing and shall include (i) a description of the alleged Title Defect(s), (ii) the Subject Property (or portion thereof)
affected by the Title Defect (each a “Title Defect Property”), (iii) the Allocated Values of each Title Defect
Property, (iv) supporting documents reasonably necessary for Seller (as well as any title attorney or examiner hired by Seller)
to verify the existence of the alleged Title Defect(s) and (v) Purchaser’s reasonable estimate of the Title Defect Amount
and the computations and information upon which Purchaser’s estimate is based. Purchaser shall be deemed to have waived for
all purposes under this Article 3 all Title Defects that were not included in a Title Defect Notice delivered to Seller
on or before the Title Claim Date. The failure of a Title Defect Notice to contain item nos. 3.4a)(i) through (v) shall not render
such notice void and ineffective if it materially complies with the provisions hereof.


 




    		15	 



     


    

 


(b)          Seller
shall have the right, but not the obligation, to deliver to Purchaser with respect to each Title Benefit a written notice (a “Title
Benefit Notice”) asserting such Title Benefit on or before the Title Claim Date. Each Title Benefit Notice shall include
(i) a description of the Title Benefit(s), (ii) the Subject Property affected by the Title Benefit (each a “Title Benefit
Property”), (iii) the Allocated Values of the Title Benefit Property, (iv) supporting documents reasonably necessary
for Purchaser (as well as any title attorney or examiner hired by Purchaser) to verify the existence of the alleged Title Benefit(s)
and (v) Seller’s estimate of the Title Benefit Amount, and the computations and information upon which Seller’s
estimate is based. Seller shall be deemed to have waived for all purposes hereunder all Title Benefits that were not included in
a Title Benefit Notice delivered to Purchaser on or before the Title Claim Date. The failure of a Title Benefit Notice to contain
item nos. 3.4b)(i) through (v) shall not render such notice void and ineffective if it materially complies with the provisions
hereof.


 


(c)          Cure
Right. Seller shall have the right, but not the obligation, upon delivering written notice to Purchaser at least two (2) days
prior to the Closing Date, to attempt, at its sole cost, to cure or remove any Title Defects of which it has been advised by Purchaser
on or before the expiration of ninety (90) days counted from and after the Title Claim Date (the “Cure Period”).
If Seller timely elects to attempt to cure any Title Defect during the Cure Period, but such Title Defect has not been cured to
Purchaser’s reasonable satisfaction prior to Closing, the portion of the Title Defect Property affected by such Title Defect
shall not be conveyed to Purchaser at Closing, and the Purchase Price shall be reduced at Closing by the portion of the Allocated
Value of such portion of the Title Defect Property. If at the end of the Cure Period the Title Defect is cured as agreed by Purchaser
and Seller or if Seller and Purchaser cannot agree, and it is determined by the Title Arbitrator that such Title Defect is cured
as of the end of the Cure Period, then, within five (5) Business Days thereafter, Seller shall assign to Purchaser using substantially
the same form as the Conveyance, to the extent not previously assigned, each portion of the Title Defect Property with respect
to which Title Defects were cured and the Purchaser shall pay to Seller an amount equal to such portion of the Allocated Value
of such portion of such Title Defect Property withheld at Closing and, to the extent not previously included in the adjustments
to the Purchase Price at Closing, the Parties shall account to one another under Section 2.2 and Section 2.3. No
action of Seller in electing or attempting to cure a Title Defect shall constitute a waiver of Seller’s right to dispute
the existence, nature or value of, or cost to cure, the Title Defect. The Parties agree that to the extent a portion of a DSU is
subject to a Title Defect and such portion of the DSU is not conveyed to Purchaser at Closing, Purchaser shall, subject to Section
1.1, be appointed successor operator for such portion of the DSU; provided, that, if none of the DSU is conveyed
to Purchaser at Closing, Purchaser shall not be appointed successor operator for such DSU.


 


(d)          Remedies
for Title Defects. In the event that (i) any Title Defect asserted by Purchaser in accordance with Section 3.4a)
is not waived by Purchaser and (ii) Seller has not provided notice to Purchaser at least two (2) days prior to the Closing Date
of Seller’s intent to attempt to cure the given Title Defect, then Seller shall, at its sole election, elect to:


 


(i)          reduce
the Purchase Price by the Title Defect Amount determined pursuant to Section 3.4(f) or Section 3.4(h);


 


(ii)         retain
the Title Defect Property, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Value of such
Property; or


 




    		16	 



     


    

 


(iii)        if
applicable, terminate this Agreement pursuant to Article 10.


 


In the event Seller
elects to retain a Property subject to a Title Defect and revenue has regularly been paid to Seller or Seller’s predecessor
in title with respect thereto without written complaint for a period in excess of three (3) years, then Purchaser agrees, except
as required by Law (i) not to take any action to interfere with such revenue stream to Seller, its successors and assigns (including
by causing such interest to be put in suspense), and (ii) to the extent that Purchaser becomes payor of such revenue, to pay Seller
such revenue upon receipt of a reasonable indemnity agreement from Seller. If a Title Defect affects only a portion of a Subject
Property, Seller shall have the right to exercise the options set forth in this Section 3.4(d) as to the entire Subject
Property or only the affected portion of such Subject Property.


 


(e)          Remedies
for Title Benefits. In the event that any Title Benefit asserted by Seller in accordance with Section 3.4(b) is not
waived by Seller, then:


 


(i)          to
the extent Purchaser and Seller agree on the Title Benefit Amount as calculated pursuant to Section 3.4(g), the Purchase
Price shall be increased by such amount; and


 


(ii)         to
the extent there is no agreement under Section 3.4(e)(i) on or before the Closing Date, the disagreement between Seller
and Purchaser regarding the Title Benefit Property or the Title Benefit Amount, as applicable, shall be submitted to arbitration
in accordance with Section 3.4h).


 


(f)          The
“Title Defect Amount” resulting from a Title Defect shall be determined as follows, without duplication:


 


(i)          if
Purchaser and Seller agree on the Title Defect Amount, then that amount shall be the Title Defect Amount;


 


(ii)         if
the Title Defect is a lien, encumbrance or other charge which is undisputed and liquidated in amount, then the Title Defect Amount
shall be the amount necessary to be paid to remove the Title Defect from the Title Defect Property;


 


(iii)        if
the Title Defect represents a discrepancy between (A) the Net Revenue Interest for any Title Defect Property and (B) the Net Revenue
Interest stated on Exhibit A or Exhibit A-1, then the Title Defect Amount shall be the product of the Allocated Value
of such Title Defect Property multiplied by a fraction, the numerator of which is the actual amount of the decrease in Net Revenue
Interest from that stated on Exhibit A or Exhibit A-1 and the denominator of which is the Net Revenue Interest stated
on Exhibit A or Exhibit A-1; provided, however, that if the Title Defect does not affect the Title Defect
Property throughout its entire life, the Title Defect Amount shall be reduced to take into account the applicable time period only;


 




    		17	 



     


    

 


(iv)        if
the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the Title Defect Property
of a type not described in subsections (i), (ii), or (iii) above, or represents an obligation, encumbrance, burden or charge upon
or other defect in title to the Title Defect Property of a type described in two or more of subsections (i), (ii) or (iii) above,
then the Title Defect Amount shall be determined by taking into account the Allocated Value of the Title Defect Property, the portion
of the Title Defect Property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect
of the Title Defect over the life of the Title Defect Property, the values placed upon the Title Defect by Purchaser and Seller
and such other factors as are necessary to make a proper evaluation; and


 


(v)         notwithstanding
anything to the contrary in this Article 3, except if a Title Defect constitutes a lien (other than liens granted by the
lessor of a Lease or affecting the lessor’s interest in a Lease), the aggregate Title Defect Amounts attributable to the
effects of all Title Defects upon any Title Defect Property shall not exceed the Allocated Value of the Title Defect Property.


 


(g)          The
“Title Benefit Amount” resulting from a Title Benefit shall be the product of the Allocated Value of the Title
Benefit Property multiplied by a fraction, the numerator of which is the actual amount of the increase in Net Revenue Interest
from that stated on Exhibit A or Exhibit A-1 and the denominator of which is the Net Revenue Interest stated on Exhibit
A or Exhibit A-1; provided, however, that if the Title Benefit does not affect the applicable Title Benefit Property
throughout its entire life, the Title Benefit Amount shall be reduced to take into account the applicable time period only.


 


(h)          With
respect to Title Defect Notices and Title Benefit Notices provided and received on or before the Title Claim Date, Seller and Purchaser
shall attempt to agree on all Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts on or before the Closing
Date, subject to Seller’s rights under Sections 3.4d)ii) and 3.4d)iii). If Seller and Purchaser are unable
to agree by that date, then subject to Section 3.4(c) and Seller’s rights under Sections 3.4d)ii) and 3.4d)iii),
the average of Seller’s and Purchaser’s respective good faith estimates shall be used for purposes of calculating the
Closing Payment pursuant to Section 9.4(a), and the Title Defects, Title Benefits, Title Defect Amounts and Title Benefit
Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 3.4(h). Likewise, if
Seller has provided notice at least two (2) days prior to the Closing Date of Seller’s intent to attempt to cure a Title
Defect and by the end of the Cure Period, Seller and Purchaser have been unable to agree upon whether such Title Defect has been
cured, or Seller has failed to cure any Title Defects which Seller provided notice that Seller would attempt to cure and Seller
and Purchaser have been unable to agree on the Title Defect Amounts for such Title Defects, then the cure and/or Title Defect Amounts
and Title Benefit Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 3.4(h).
There shall be a single arbitrator, who shall be a title attorney with at least ten (10) years’ experience in oil and gas
titles in the State of North Dakota as selected by mutual agreement of Purchaser and Seller within fifteen (15) days after the
end of the Cure Period (or such other time as mutually agreed). Absent such agreement on the selection of the arbitrator, the arbitrator
shall be selected by the Denver, Colorado office of the American Arbitration Association (the “Title Arbitrator”).
The Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5)
year period preceding the arbitration or have any financial interest in the dispute. The arbitration proceeding shall be held in
Denver, Colorado, and shall be conducted in English and in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, to the extent such rules do not conflict with the terms of this Section 3.4. Seller and Purchaser shall have
thirty (30) days from the date the Title Arbitrator is selected (the “Submission Date”) to submit to the Title
Arbitrator all documents, information and briefs supporting their respective positions in the matters in dispute. The Title Arbitrator’s
determination shall be made within twenty (20) days after the Submission Date and shall be final and binding upon both Parties,
without right of appeal. In making his determination, the Title Arbitrator shall be bound by the rules set forth in this Section
3.4 and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper
determination. Additionally, the Title Arbitrator may consult with and engage disinterested third Persons to advise the arbitrator,
including petroleum engineers. The Title Arbitrator shall act as an expert for the limited purpose of determining the specific
disputed Title Defects, Title Benefits, Title Defect Amounts and Title Benefit Amounts, as applicable, submitted by any Party and
may not award damages, interest or penalties to any Party with respect to any matter. Each Party shall bear its own legal fees
and other costs of presenting its case, and shall bear one-half of the costs and expenses of the Title Arbitrator. The Title Arbitrator’s
determination shall be reflected as adjustment to the Purchase Price in the Final Settlement Statement, as applicable.


 




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(i)          Notwithstanding
anything herein to the contrary, (x) in no event shall there be any adjustments to the Purchase Price or other remedies provided
by Seller for any individual Title Defect for which the Title Defect Amount does not exceed One Hundred Thousand Dollars ($100,000)
(the “Individual Defect Threshold”); and (y) in no event shall there be any adjustments to the Purchase Price
or other remedies provided by Seller for Title Defects unless the aggregate amount of all Title Defect Amounts for Title Defects
covered by Section 3.4(d)(i) that exceed the Individual Defect Threshold (minus the amount of any Title Benefit Amounts),
exceeds a deductible in an amount equal to three percent (3%) of the Purchase Price (the “Title Defect Deductible”),
after which point Purchaser shall be entitled to adjustments to the Purchase Price or other available remedies under this Article
3 with respect to all Title Defects in excess of the Title Defect Deductible, subject to the Individual Defect Threshold and
Seller’s elections under Section 3.4d). The provisions of this Section 3.4(i) shall not apply to Title Defects
relating to consent to assignment and preferential rights to purchase which shall be handled or treated under Section 3.5
and Section 7.6. The Allocated Value of any Subject Property retained by Seller in accordance with Section 3.4(d)(ii)
may not be used in meeting the Title Defect Deductible.


 


Section
3.5           Consents to Assignment and Preferential Rights to
Purchase. Within five (5) Business Days of the date hereof, Seller shall prepare and send (a) notices to the
third Person holders last known to Seller at the address last known to Seller (excluding Governmental Bodies, which are
addressed elsewhere in this Agreement) of any consents to assignment of any Assets requesting applicable consents and (b)
notices to the holders last known to Seller of any applicable preferential rights to purchase any Asset at the address last
known to Seller requesting waivers of such preferential rights to purchase, in each case that would be triggered by the
purchase and sale contemplated by this Agreement, and of which Seller has knowledge as set forth on Schedule 5.15 or,
if discovered by Purchaser prior to the Title Claim Date, within five (5) Business Days of the date Purchaser provides
written notice of such additional preferential right or consent (such consents and preferential rights, “Known
Preferential Rights and Consents”). The consideration payable under this Agreement for any particular Assets for
purposes of preferential purchase right notices shall be the Allocated Value for such Assets (proportionately reduced if an
Asset is only partially affected). Purchaser shall cooperate with Seller in seeking to satisfy or obtain waivers of, as
applicable, such Known Preferential Rights and Consents, but shall not be required to incur any expense or additional
obligations.


 




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(a)          Consents.
Seller shall notify Purchaser prior to Closing of all Known Preferential Rights and Consents that have not been waived or granted,
as applicable, or that have been exercised in the case of preferential rights to purchase, and the Assets to which they pertain.
In no event shall there be included in the Conveyances at Closing any Asset subject to an unsatisfied consent requirement that
would be triggered by the purchase and sale of Assets contemplated by this Agreement and provides that transfer of the Asset without
consent will result in (i) a termination or other material impairment of any existing rights in relation to such Asset, or (ii)
the payment of liquidated damages absent the consent (such consent requirement, a “Consent Requirement”); provided
that any consent requirement that by its terms may not be unreasonably withheld shall not be considered a Consent Requirement.
In cases where the Asset subject to a Consent Requirement is a Contract and Purchaser is assigned the Properties to which the Contract
relates, but the Contract is not transferred to Purchaser due to the unwaived Consent Requirement, Seller shall continue after
Closing to use commercially reasonable efforts to obtain the applicable consent so that Seller’s right, title and interest
in such Contract can be transferred to Purchaser upon the receipt of such consent. In cases where the Asset subject to a Consent
Requirement is a Property and the third Person consent to the sale and transfer of such Property is not obtained on or prior to
the Closing Date, Purchaser may elect to treat the unsatisfied Consent Requirement as a Title Defect by giving Seller notice thereof
in accordance with Section 3.4(a), except that such notice may be given on or prior to the Closing Date; provided, however,
the Title Defect Amount for such Property may not be used in meeting the Title Defect Deductible, and Seller may elect to cure
such unsatisfied Consent Requirement under Section 3.4(c), in which event the provisions of Section 3.4(c) shall
apply, provided further that the affected Asset shall be excluded from the Assets for purposes of Closing until the Consent
Requirement is waived or satisfied (unless otherwise agreed by Seller and Purchaser). In cases where an Asset is subject to a third
Person consent requirement that is not a Consent Requirement, the Asset shall be included in the Assets at Closing (unless excluded
pursuant to the other provisions of this Agreement) and Purchaser shall be responsible after Closing for satisfying such consent
requirement at its sole cost, risk and expense, to the extent the applicable consent was not obtained or waived on or prior to
Closing. If an unsatisfied Consent Requirement for which a Purchase Price adjustment is made at Closing is subsequently satisfied
prior to the date of the final determination of the Final Settlement Statement (the “Final Settlement Date”),
Seller shall receive an additional upward adjustment to the Purchase Price in the Final Settlement Statement equal to the amount
of the previous reduction in the Purchase Price on account of the Consent Requirement and the provisions of this Section 3.5
shall no longer apply except for the assignment made under the next sentence. Within five (5) Business Days of the satisfaction
of any Consent Requirement that was unsatisfied at Closing, but was subsequently satisfied prior to the Final Settlement Date,
Seller shall assign to Purchaser using substantially the same form as the Conveyance, to the extent previously unassigned, each
Property subject to such Consent Requirement and, to the extent not previously included in the adjustments to the Purchase Price
at Closing, the Parties shall account to one another under Section 2.2 and Section 2.3.


 




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(b)          Exercised
Preferential Rights to Purchase. If any preferential right to purchase any Property that would be triggered by the purchase
and sale of Assets contemplated by this Agreement is exercised prior to Closing, such Property transferred to the exercising third
Person as a result of the exercise of such preferential right shall be excluded from the Assets for all purposes hereunder, and
the Purchase Price shall be reduced under Section 2.2(b) by the Allocated Value for such Property (proportionately reduced
if the preferential right affects only a portion of such Property). Seller shall retain the consideration paid by the third Person
pursuant to the exercise of such preferential right; provided, however, the adjustment made under this Section 3.5(b)
for such Property may not be used in meeting the Individual Defect Threshold or the Title Defect Deductible. If any preferential
right to purchase any Asset is not exercised and does not expire prior to Closing, then the terms of Section 7.6 shall apply
to such right.


 


Section
3.6           Casualty or Condemnation Loss.
Subject to the provisions of Sections 8.1e) and 8.2e), if, after the date of this Agreement but prior to
the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right
of eminent domain (such portion of the Assets, the “Casualty Assets”), and the loss as a result of
such individual casualty or taking exceeds One Hundred Thousand Dollars ($100,000), Seller shall elect by written notice
to Purchaser prior to Closing either (i) to cause the Casualty Assets to be repaired or restored prior to Closing to at
least its condition prior to the applicable casualty, or replaced with equipment of similar grade and utility, or replace any
real property affected by such casualty or taking with real property of similar nature and kind reasonably acceptable
to Purchaser, all at Seller’s sole cost (without an adjustment to the Purchase Price pursuant to Section 2.2
or otherwise), as promptly as reasonably practicable (which repairs, restoration or replacement may extend after the
Closing Date), or (ii) unless such casualty or taking is waived by Purchaser, to exclude the Casualty Assets from the Assets
or (iii) to include the Casualty Assets in the Assets delivered at Closing (unless excluded pursuant to the other provisions
of this Agreement) and reduce the Purchase Price by the Allocated Values of the Casualty Assets. In each case under (i), (ii)
or (iii) of the preceding sentence, Seller shall retain all of the aforementioned rights to insurance and other claims
against third Persons with respect to the applicable casualty or taking except to the extent the Parties otherwise agree
in writing.


 


Section
3.7           Limitations on Applicability. The
rights of Purchaser and seller under Section 3.4 shall terminate as of the Title Claim Date and be of no further force
and effect thereafter, provided there shall be no termination of Purchaser’s or Seller’s rights under Section
3.4 with respect to any bona fide Title Defect properly asserted in a Title Defect Notice or bona fide Title Benefit
properly asserted in a Title Benefit Notice on or before the Title Claim Date. Except as provided in this Article 3
and for the Special Warranty in the Conveyance (subject to Section 7.10), Purchaser, on behalf of itself and the
Purchaser Indemnitees, releases, remises and forever discharges the Seller Indemnitees from any and all Damages, suits, legal
or administrative proceedings, claims, demands, damages, losses, costs, liabilities, interest or causes of action whatsoever,
in Law or in equity, known or unknown, which Purchaser or any Purchaser Indemnitee might now or subsequently may have, based
on, relating to or arising out of, any Title Defect or other lien, encumbrance, covenant, obligation, or deficiency affecting
title to any Asset that was not properly asserted in a Title Defect Notice on or before the Title Claim Date.




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Article
4

ENVIRONMENTAL MATTERS


 


Section
4.1           Assessment. From and after the date
hereof and up to and including the Environmental Claim Date (or upon the earlier termination of this Agreement) but subject
to (a) applicable Laws, (b) the limitations set forth herein and in Section 7.1, and (c) obtaining all required
consents of third Persons, including third Person operators of any Assets, Purchaser may, at its option, cause a Phase I
environmental assessment of all or any portion of the Assets to be conducted by a reputable environmental consulting or
engineering firm approved in advance in writing by Seller and Purchaser (the “Environmental Consultant”)
or such Environmental Consultant may conduct visual inspections, record reviews, and interviews relating to the Properties,
including their condition and their compliance with Environmental Laws (the “Assessment”). The Assessment
shall be conducted at the sole risk, cost and expense of Purchaser, and all of Purchaser’s and the Environmental
Consultant’s activity conducted under this Section 4.1 and Section 7.1 shall be subject to the indemnity
provisions of Section 7.7. Purchaser’s right of access shall not, without the prior written consent of Seller,
entitle Purchaser to operate equipment or conduct testing or sampling. Seller has the right to be present during the
Assessment. Purchaser shall coordinate its Assessment with Seller to minimize any inconvenience to or interruption of the
conduct of business by Seller. Purchaser, the Environmental Consultant, and their respective agents, employees and
representatives shall abide by Seller’s, and any third Person operator’s, safety rules, regulations and operating
policies while conducting its due diligence evaluation of the Assets, including the Assessment. Upon Seller’s request,
Purchaser agrees to promptly provide, but not later than the Environmental Claim Date, copies of all reports, results, and
other documentation and data prepared or compiled by Purchaser, the Environmental Consultant and/or their respective agents,
employees and representatives in connection with the Assessment. Seller shall not be deemed by its receipt of said documents
or otherwise to have made any representation or warranty, expressed, implied or statutory, as to the condition of the Assets
or the accuracy of said documents or the information contained therein. During all periods that Purchaser, the
Environmental Consultant, or any of their respective agents, employees or representatives are on the Assets, Purchaser shall
maintain, at its sole expense and with reputable insurers, such insurance as is reasonably sufficient to support
Purchaser’s indemnity obligations under Section 7.7. All information (including all reports, results and
documentation containing such information) acquired by Purchaser, the Environmental Consultant, or their respective agents,
employees or representatives, in conducting the Assessment under this Section shall be subject to the Confidentiality
Agreement.


 


Section 4.2           Hazardous
Materials and NORM. Purchaser acknowledges the following:


 


(a)          The
Assets have been used for exploration, development, production, processing and/or gathering of oil and gas and that there may be
petroleum, produced water, wastes, or other materials located on or under the Properties or associated with the Assets.


 




    		22	 



     


    

 


(b)          Equipment
and sites included in the Assets may contain asbestos, Hazardous Materials, or NORM.


 


(c)          NORM
may affix or attach itself to the inside of wells, materials, and equipment as scale, or in other forms.


 


(d)          The
wells, materials, and equipment located on the Properties or included in the Assets may contain NORM and other wastes or Hazardous
Materials.


 


(e)          NORM
containing material and other wastes or Hazardous Materials may have come in contact with the soil.


 


(f)          Special
procedures may be required for the Remediation, removal, transportation, or disposal of soil, wastes, asbestos, Hazardous Materials,
and NORM from the Assets.


 


Section
4.3           Notice of Violations of Environmental
Laws. Purchaser shall deliver claim notices to Seller in writing (an “Environmental Defect
Notice”), on or before the day that is seven (7) Business Days before the Scheduled Closing Date (the
“Environmental Claim Date”), of each individual environmental matter disclosed by the Assessment that,
except for the matters set forth in Schedule 4.3 (which shall not constitute Environmental Defects) (a) constitutes a
present violation of Environmental Laws in effect as of the Effective Time in the jurisdiction to which the affected Assets
are subject, or (b) constitutes a physical condition that requires, if known, or will require, once sufficiently discovered,
reporting to a Governmental Authority, investigation, monitoring, removal, cleanup, Remediation, restoration or correction
under Environmental Laws, in each case of (a) and (b) that would result in Environmental Liabilities for which the
Environmental Defect Amount exceeds the Individual Defect Threshold (either of (a) or (b), an “Environmental
Defect”) provided, however, that Purchaser agrees that it shall furnish to Seller at least once every week,
commencing on the seventh (7th) day following the date of this Agreement until the Environmental Claim Date with an
Environmental Defect Notice for any Environmental Defects discovered during such one week period. The Environmental Defect
Notice shall provide (i) a reasonably detailed description of the specific matter that is an alleged violation of
Environmental Laws; (ii) the Assets affected; (iii) a reasonable estimate of the Environmental Defect Amount; and (iv)
supporting documents reasonably necessary for Seller (as well as any consultant, inspector or expert hired by Seller) to
verify the existence of the facts alleged in the Environmental Defect Notice. The failure of an Environmental Defect Notice
to contain item nos. (i) through (iv) of the prior sentence shall not render such notice ineffective if the notice materially
complies with the provisions hereof. As used herein, the “Environmental Defect Amount” means an amount
equal to the cost of the Lowest Cost Response applicable to an Environmental Defect. Notwithstanding the foregoing, the
matters set forth in Schedule 4.3 shall not constitute Environmental Defects and there shall be no adjustment to the
Purchase Price in respect thereof.


 




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Section 4.4           Remedies
for Violations of Environmental Laws.


 


(a)          If
Seller confirms to its reasonable satisfaction that any individual matter described in an Environmental Defect Notice delivered
pursuant to Section 4.3 constitutes an Environmental Defect for which the Environmental Defect Amount exceeds the Individual
Defect Threshold, then subject to Seller’s continuing right to contest an Environmental Defect or Environmental Defect Amount
under Section 4.4(b), Seller shall, at its sole election, elect one of the following options on or prior to Closing and/or
at the time specified below:


 


(i)          reduce
the Purchase Price by the Environmental Defect Amount;


 


(ii)         retain
the Assets that are subject to (or alleged to be subject to) the Environmental Defect, in which event the Purchase Price shall
be reduced by an amount equal to the sum of the Allocated Values of such Assets (determined without duplication);


 


(iii)        perform
or cause to be performed prior to the Closing, at the sole cost and expense of Seller, such Remediation as is contemplated by the
Lowest Cost Response to address the alleged Environmental Defect;


 


(iv)        enter
into an agreement with Purchaser whereby Seller will as soon as reasonably practicable after Closing, at the sole cost and expense
of Seller, perform or cause to be performed such operations as are contemplated by the Lowest Cost Response to address the matter
disclosed in such Environmental Defect Notice;


 


(v)         subject
to Purchaser’s prior consent, which consent shall be in Purchaser’s sole and absolute discretion, indemnify Purchaser
against all Damages resulting from the Environmental Defect pursuant to an indemnity agreement; provided, that under no circumstances
shall Seller’s aggregate liability thereunder exceed the Allocated Value for the Asset(s) made the subject thereof;


 


(vi)        if
such Environmental Defect can be Remediated by paying a fine or penalty, Seller may Remediate such Environmental Defect by electing
to pay such fine or penalty; or


 


(vii)       if
applicable, terminate this Agreement pursuant to Article 10.


 


If Seller elects the
option set forth in Section 4.4(a)(i), then Purchaser shall be deemed to have assumed responsibility for all costs and expenses
attributable to the Remediation of the applicable Environmental Defect and all Damages with respect thereto. If Seller makes any
election other than Section 4.4(a)(ii) or Section 4.4(a)(v) with respect to an Environmental Defect or Environmental
Defect Amount but such Environmental Defect or Environmental Defect Amount is to be determined by the Environmental Arbitrator
pursuant to Section 4.4(b), then within five (5) Business Days after the Environmental Arbitrator has made its determination,
Seller at its option may change its election to Section 4.4(a)(ii) or Section 4.4(a)(v), and any retained Assets
under Section 4.4(a)(ii) shall become Excluded Assets hereunder, and Seller shall pay to Purchaser an amount equal to the
sum of the Allocated Values of such Excluded Assets to the extent paid by Purchaser to Seller at Closing as part of the Purchase
Price, and the Parties shall account to one another under Section 2.2 and Section 2.3 as if such retained Assets
under Section 4.4(a)(ii) were excluded at Closing. If such retained Asset was conveyed to Purchaser at Closing, then Purchaser
shall reconvey such retained Asset to Seller. If Seller elects the option set forth in Section 4.4(a)(v), the Purchase Price
shall not be reduced. If Seller elects the option set forth in Section 4.4(a)(iv) and Purchaser and Seller have failed to
agree by Closing on the terms of the agreement contemplated thereby (which the Parties shall use good faith efforts to reach),
Seller shall then proceed with respect to such matter under another applicable election. Notwithstanding any of the foregoing,
if the Environmental Defect Amount of an Asset subject to an Environmental Defect exceeds fifty percent (50%) of the Allocated
Value of such Asset, Purchaser may, in its sole election, require Seller to retain such Assets, in which event the Purchase Price
shall be reduced by an amount equal to the Allocated Value of such Asset.


 




    		24	 



     


    

 


(b)          Seller
and Purchaser shall attempt to agree on all timely alleged Environmental Defects and Environmental Defect Amounts, and the sufficiency
of any cures performed pursuant to Section 4.4(a)(iii), prior to the Closing Date. If Seller and Purchaser are unable to
agree prior to the Closing Date, the average of Purchaser’s and Seller’s respective good faith estimate of the Environmental
Defect Amount for each alleged Environmental Defect subject to an election under Section 4.4(a)(i) shall be used to determine
the Closing Payment, and the Environmental Defects, proposed cures, and Environmental Defect Amounts in dispute shall be exclusively
and finally resolved by arbitration pursuant to this Section 4.4(b). During the thirty (30) day period following the Closing
Date, Environmental Defects and Environmental Defect Amounts in dispute shall be submitted to an environmental attorney with at
least ten (10) years’ experience in evaluating the compliance with Environmental Laws of oil and gas assets similarly situated
to the Properties in one or more of the jurisdictions where they are located, as selected by mutual agreement of Purchaser and
Seller or absent such agreement during the thirty (30) day period, by the Denver, Colorado office of the American Arbitration Association
(the “Environmental Arbitrator”). Likewise, if by the end of an agreed post-Closing cure period under Section
4.4(a)(iv), Seller and Purchaser have been unable to agree upon whether any Environmental Defects have been Remediated or cured,
the Remediation or cure in dispute shall be submitted to the Environmental Arbitrator within thirty (30) days after the expiration
of the agreed timeline for the Remediation or cure. The Environmental Arbitrator shall not have worked as an employee or outside
counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest
in the dispute. The arbitration proceeding shall be held in Denver, Colorado, and shall be conducted in English and in accordance
with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the
terms of this Section 4.4(b). Seller and Purchaser shall have thirty (30) days from the date the Environmental Arbitrator
is selected (the “Environmental Submission Date”) to submit to the Environmental Arbitrator all documents, information
and briefs supporting their respective positions in the matters in dispute. The Environmental Arbitrator’s determination
shall be made within thirty (30) days after the Environmental Submission Date and shall be final and binding upon the Parties,
without right of appeal. In making his determination, the Environmental Arbitrator shall be bound by the rules set forth in Article
4 and may consider such other matters as in the opinion of the Environmental Arbitrator are necessary or helpful to make a
proper determination. Additionally, the Environmental Arbitrator may consult with and engage disinterested third Persons to advise
the arbitrator, including environmental attorneys from other states and professional environmental consultants. The Environmental
Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Environmental Defects, attempted
Remediation or cures, and Environmental Defect Amounts, as applicable, submitted by any Party and may not award damages, interest
or penalties to any Party with respect to any matter. Each Party shall bear its own legal fees and other costs of presenting its
case, and shall bear one-half of the costs and expenses of the Environmental Arbitrator.


 




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(c)          Notwithstanding
anything herein to the contrary, (i) in no event shall there be any adjustments to the Purchase Price or other remedies provided
by Seller for individual Environmental Defects for which the Environmental Defect Amount does not exceed the Individual Defect
Threshold, and (ii) in no event shall there be any adjustments to the Purchase Price or other remedies provided by Seller for Environmental
Defects unless and until the aggregate amount of all Environmental Defect Amounts covered by Section 4.4(a)(i) that exceed
the Individual Defect Threshold, exceeds a deductible in an amount equal to three percent (3%) of the Purchase Price (the “Environmental
Defect Deductible”), after which point Purchaser shall be entitled to adjustments to the Purchase Price or other available
remedies under this Section 4.4 with respect to Environmental Defects in excess of the Environmental Defect Deductible,
subject to the Individual Defect Threshold, Seller’s elections under this Section 4.4, and Section 4.4(d).
The Allocated Value of any Property (or affected portion thereof) retained by Seller in accordance with Section 4.4(a)(ii)
may not be used in meeting the Environmental Defect Deductible.


 


(d)          Notwithstanding
anything to the contrary in this Article 4, there shall be no adjustment to the Purchase Price under this Agreement in excess
of the Allocated Value of an Asset affected by an Environmental Defect, provided, however, to the extent that the Environmental
Defect Amount exceeds the Allocated Value of an Asset, Purchaser shall have the sole and absolute right to exclude the Asset from
the purchase and the Purchase Price shall be reduced by the Allocated Value.


 


Section
4.5           Limitations.
Notwithstanding anything to the contrary in this Agreement, this Article 4, Section 8.2(e) and Section
11.2(c)(vii) are intended to be the sole and exclusive remedy that Purchaser Indemnitees shall have against Seller
Indemnitees with respect to any matter or circumstance relating to Environmental Laws, the release of materials into the
environment or protection of the environment or health. Except to the limited extent necessary to enforce the terms of this Article
4, Section 8.2(e) or Section 11.2(c)(vii), Purchaser (on behalf of itself, each of the other Purchaser
Indemnitees and their respective insurers and successors in interest) hereby releases and discharges any and all claims and
remedies at Law or in equity, known or unknown, whether now existing or arising in the future, contingent or otherwise,
against the Seller Indemnitees with respect to any matter or circumstance relating to Environmental Laws, the release of
materials into the environment or protection of the environment or health EVEN IF SUCH CLAIMS OR DAMAGES ARE CAUSED IN
WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT, EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT),
STRICT LIABILITY OR OTHER LEGAL FAULT OF SELLER INDEMNITEES.


 




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Article
5

REPRESENTATIONS AND WARRANTIES OF SELLER


 


Section 5.1           Disclaimers.


 


(a)          Except
as and to the extent expressly set forth in Article 5 OR in the certificate of Seller to be delivered pursuant to Section
9.2(d), OR FOR THE SPECIAL WARRANTY IN THE CONVEYANCE (subject to Section
7.10), with respect to the Assets and the transactions contemplated hereby
(i) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, AND (ii) PURCHASER HAS NOT RELIED UPON, AND SELLER
EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED
(ORALLY OR IN WRITING) TO PURCHASER OR ANY OF ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS,
MANAGERS, EQUITY OWNERS, CONSULTANTS, REPRESENTATIVES OR ADVISORS (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT
MAY HAVE BEEN PROVIDED TO PURCHASER BY ANY EMPLOYEE, AGENT, OFFICER, DIRECTOR, MEMBER, MANAGER, EQUITY OWNER, CONSULTANT, REPRESENTATIVE
OR ADVISOR OF SELLER OR ANY OF ITS AFFILIATES).


 


(b)          EXCEPT
AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 5 OR IN THE CERTIFICATE OF SELLER TO BE DELIVERED PURSUANT TO Section
9.2(d), OR FOR THE SPECIAL WARRANTY IN THE CONVEYANCE (subject
to Section 7.10), WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
SELLER EXPRESSLY DISCLAIMS, AND PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED UPON, ANY REPRESENTATION OR WARRANTY,
STATUTORY, 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) ANY ESTIMATES
OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (v) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE ASSETS,
(vi) ANY ESTIMATES OF OPERATING COSTS AND CAPITAL REQUIREMENTS FOR ANY WELL, OPERATION, OR PROJECT, (vii) THE MAINTENANCE, REPAIR,
CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS, (viii) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE
MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, (ix) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM
FROM PATENT, TRADEMARK, TRADE DRESS, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT, OR (x) ANY OTHER MATERIALS OR INFORMATION
THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PURCHASER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, OFFICERS,
DIRECTORS, MEMBERS, MANAGERS, EQUITY OWNERS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, STATUTORY,
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 HERETO THAT PURCHASER SHALL BE DEEMED TO BE OBTAINING THE ASSETS,
INCLUDING THE EQUIPMENT, IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”
WITH ALL FAULTS AND THAT PURCHASER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS PURCHASER DEEMS APPROPRIATE.


 




    		27	 



     


    

 


(c)          Any
representation “to the knowledge of Seller” or “to Seller’s knowledge” is limited to matters within
the actual knowledge of the persons set forth on Exhibit C. “Actual knowledge” for purposes of this Agreement
means information actually personally known, after reasonable due inquiry.


 


(d)          Inclusion
of a matter on a Schedule to a representation or warranty which addresses matters having a Material Adverse Effect shall not be
deemed an indication that such matter does, or may, have a Material Adverse Effect. Matters may be disclosed on a Schedule to this
Agreement for purposes of information only. Matters disclosed in each Schedule shall qualify the representation and warranty in
which such Schedule is referenced and any other representation and warranty to which the matters disclosed reasonably relate. The
fact that any item of information is disclosed in a Schedule to this Agreement shall not constitute an admission by such Party
that such item is material, that such item has had or would have a Material Adverse Effect or a material adverse effect, as applicable,
or that the disclosure of such be construed to mean that such information is required to be disclosed by this Agreement.


 


(e)          Subject
to the foregoing provisions of this Section 5.1, and the other terms and conditions of this Agreement, Seller represents
and warrants to Purchaser, as of the date hereof, the matters set out in Sections 5.2 through 5.23.


 


Section
5.2           Existence and Qualification. Seller
is a corporation duly organized, validly existing and in good standing under the Laws of the State of Colorado and is duly
qualified to do business as a foreign limited liability company where the Assets are located to the extent required by Law,
except where the failure to so qualify would not have a Material Adverse Effect.


 


Section
5.3           Power. Seller has the requisite
power to enter into and perform this Agreement and each other agreement, instrument or document to be executed by Seller in
connection with the transactions contemplated hereby and to consummate the transactions contemplated hereby and thereby.


 


Section
5.4           Authorization and Enforceability. The
execution, delivery and performance of this Agreement and each other agreement, instrument or document to be executed by
Seller in connection with the transactions contemplated hereby, and the performance of the transactions contemplated hereby
and thereby, have been duly and validly authorized by all necessary action on the part of Seller. This Agreement has been
duly executed and delivered by Seller (and all documents required hereunder to be executed and delivered by Seller at Closing
will be duly executed and delivered by Seller) and this Agreement constitutes, and at the Closing such documents
will constitute, the valid and binding obligations of Seller, enforceable 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), provided, however, that Seller acknowledges that.


 




    		28	 



     


    

  


Section
5.5           No Conflicts. Except as disclosed
in Schedule 5.5, The execution, delivery and performance of this Agreement by Seller, and the transactions contemplated by
this Agreement, will not (a) violate any provision of the Charter Documents of Seller, (b) result in a material default (with
due notice or lapse of time or both) or the creation of any lien or encumbrance, or give rise to any right of termination,
cancellation or acceleration under any of the terms, conditions or provisions of any promissory note, bond, mortgage,
indenture, loan or similar financing instrument to which Seller is a party and which affects the Assets, (c) violate any
judgment, order, ruling, or decree applicable to Seller as a party in interest or (d) violate any Laws applicable to
Seller or any of the Assets (except for rights to consent by, required notices to, and filings with or other actions by
Governmental Bodies where the same are not required prior to the assignment of oil and gas interests), except any matters
described in clauses (b), (c) or (d) above which would not have, individually or in the aggregate, a Material Adverse
Effect.


 


Section
5.6           Liability for Brokers’ Fees.
Purchaser shall not directly or indirectly have any responsibility, liability or expense, as a result of undertakings or
agreements of Seller or any of its Affiliates, for brokerage fees, finder’s fees, agent’s commissions or other
similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated hereby.


 


Section
5.7           Litigation. Except as disclosed on Schedule
5.7, (i) there are no pending Proceedings against Seller for which Seller has received written notice before any
Governmental Body or arbitrator to which any Seller Operated Assets are subject, and no Proceeding relating to the Seller
Operated Assets has been threatened in writing against Seller or the Seller Operated Assets and (ii) there are no Proceedings
pending against the Assets.


 


Section
5.8           Taxes and Assessments. With respect
to all Property Taxes affecting the ownership or operation of the Assets, Seller warrants and represents (a) all reports,
returns, statements (including estimated reports, returns or statements), and other similar filings (the “Tax
Returns”) affecting the ownership or operation of the Assets required to be filed on or before the Effective Time
by Seller have been or will be timely filed with the appropriate Governmental Body in all jurisdictions in which such Tax
Returns are required to be filed; and (b) such Tax Returns are true and correct in all material respects, and all
Property Taxes related to the ownership or operation of the Assets by Seller (whether or not reported on such Tax Returns)
have been paid.


 


With respect to all
Property Taxes affecting the ownership or operation of the Assets, except as set forth on Schedule 5.8, Seller further warrants
and represents (a) there are not currently in effect any extension or waiver of any statute of limitations of any jurisdiction
regarding the assessment or collection of any Property Tax; (b) there are no Proceedings pending against the Assets or Seller by
any taxing authority for which Seller has received written notice; (c) there are no Property Tax liens on any of the Assets except
for liens for Property Taxes not yet due; and (d) none of the Assets are subject to any tax partnership as defined in Section 761
of the Code.


 




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Section
5.9           Outstanding Capital Commitments. As
of the date of this Agreement, there is no individual outstanding authority for expenditure for any incomplete operation
which is binding on the Assets, the value of which Seller reasonably anticipates exceeds Seventy-five Thousand Dollars
($75,000) chargeable to Seller’s interests participating in the operation covered by such authority for expenditure
after the Effective Time, other than those shown on Schedule 5.9 hereto.


 


Section
5.10         Compliance with Laws. Except as disclosed on Schedule
5.10 and except for any Permitted Encumbrances, to the knowledge of Seller, the Seller Operated Assets are, and the
operation of the Seller Operated Assets has been and currently is, in substantial compliance with the provisions and
requirements of all Laws (excluding Environmental Laws, which are addressed in Article 4 and Section 5.21) of
all Governmental Bodies having jurisdiction with respect to the Assets, or the ownership, operation, development,
maintenance, or use of any thereof.


 


Section 5.11         Contracts.


 


(a)          Seller
is not and, to Seller’s knowledge, no other party is, in material default under any Contract listed on Schedule 5.11(b),
except as disclosed on Schedule 5.11a).


 


(b)          There
are no hedges, swaps or other derivatives contracts that will be binding on the Assets or the Purchaser after Closing.


 


(c)          Schedule
5.11b) sets forth all of the following Contracts included in the Assets or to which any of the Assets will be bound as of the
Closing: (i) any agreement with any Affiliate of Seller; (ii) any agreement or contract for the sale, exchange, or other disposition
of Hydrocarbons produced from or attributable to Seller’s interest in the Assets that is not cancelable without penalty or
other material payment on not more than sixty (60) days’ prior written notice; (iii) any agreement of or binding upon Seller
to sell, lease, farmout, or otherwise dispose of any interest in any of the Properties after the Effective Time, other than (x) conventional
rights of reassignment arising in connection with Seller’s surrender or release of any of the Properties and (y) preferential
rights to purchase, which are addressed in Section 5.15; (iv) joint operating agreements, area of mutual interest agreements
and farmout and farmin agreements, participation agreements, joint venture and exploration or development program agreements, or
agreements containing any drilling or development commitment or obligation, participation right, reversionary interest, convertible
interest, payout, option to earn, or obligation to assign, in each case relating to the Properties or by which the Properties are
bound; and (v) any contracts or agreements burdening the Properties which could reasonably be expected to obligate Purchaser
to expend, or entitle Purchaser to receive, in excess of One Hundred Thousand Dollars ($100,000) in any calendar year.


 


Section
5.12         Payments for Production. Except for any
Suspended Proceeds, all rentals, royalties, overriding royalty interests, Hydrocarbon production payments, and other payments
due and payable by Seller to other interest owners under or with respect to the Leases and the Hydrocarbons produced
therefrom or attributable thereto, have been timely and properly paid. Except as set forth on Schedule 5.12 and for
obligations of Seller with respect to Imbalances, Seller is not obligated under any contract or agreement containing a
take-or-pay, advance payment, prepayment, or similar provision.


 




    		30	 



     


    

 


Section
5.13         Imbalances. Schedule 5.13 sets forth all of
Seller’s pipeline and production Imbalances and associated material penalties as of the Effective Time arising with
respect to the Seller Operated Assets.


 


Section
5.14         Governmental Authorizations. Except as
disclosed on Schedule 5.14, to the knowledge of Seller, Seller has obtained and is maintaining all federal, tribal,
state and local governmental licenses, permits, franchises, orders, exemptions, variances, waivers, authorizations,
certificates, consents, rights, privileges, bonds, letters of credit, guarantees and other surety arrangements and
applications therefor (the “Governmental Authorizations”) that are presently necessary or required for the
operation of the Seller Operated Assets as currently operated (excluding those required under Environmental Laws, which
are addressed in Article 4). All Governmental Authorizations obtained or held by Seller are set forth on Schedule 5.14.


 


Section
5.15         Consents and Preferential Purchase Rights. To
Seller’s knowledge, none of the Leases, Units or Wells, or any portion thereof, is subject to any (a) preferential
rights to purchase, (b) Consent Requirements, or (c) other third Person consents to assignment, in each case that would be
triggered by the purchase and sale of Assets contemplated by this Agreement, except for (x) consents and approvals by
Governmental Bodies of assignments that are customarily obtained after Closing, (y) preferential rights, consents and
restrictions contained in easements, rights-of-way, equipment leases or similar instruments, and (z) preferential rights,
consents and restrictions as are set forth on Schedule 5.15.


 


Section
5.16         Condemnation. There is no pending or, to
Seller’s knowledge, threatened taking (whether permanent, temporary, whole or partial) of any part of the Properties by
reason of condemnation, eminent domain or similar proceedings or the threat thereof.


 


Section
5.17         Bankruptcy. There are no bankruptcy,
reorganization or receivership Proceedings pending, being contemplated by or, to Seller’s knowledge, threatened against
Seller.


 


Section
5.18         Leases. Except as set forth on Schedule
5.18, with respect to Leases and to Seller’s knowledge:


 


(a)          subject
to any Permitted Encumbrances, during Seller’s period of ownership through the date hereof (and to Seller’s knowledge,
as to all prior periods), the Leases have been maintained according to their terms, in compliance with all material agreements
to which the Leases are subject; and


 


(b)          the
Leases are in full force and effect and neither Seller, nor to Seller’s knowledge, any other party to any Lease is in material
breach or default with respect to any of its material obligations thereunder; and


 


(c)          except
as set forth in Schedule 5.18(c), to Seller’s knowledge, there are currently pending no requests or demands for payments,
adjustments of payments or performance pursuant to obligations under the Leases.


 




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Section
5.19         Well Status; Plugging and Abandonment. Except
as set forth on Schedule 5.19, since the Effective Time, Seller has not abandoned, and, as of the date hereof, there
are no on-going abandonment operations in the field relating to, any Wells associated with the Leases. Except as provided in Schedule
5.19, there are no Wells associated with the Leases (a) with respect to which Seller has received a governmental order
requiring that such Well be plugged and abandoned that has not been plugged and abandoned; or (b) that have been plugged and
abandoned by Seller that have not been plugged in accordance with applicable requirements of each Governmental Body having
jurisdiction over such Well.


 


Section
5.20         Non-Consent Operations; Payout Status. Except
as set forth on Schedule 5.20, no operations are being conducted with respect to the Wells as to which Seller has
elected to be a nonconsenting party under the terms of the applicable operating agreement and with respect to which Seller
has not yet recovered its full participation. Schedule 5.20 sets forth the status of any “payout” balance
as prepared by the Seller as of the date set forth on such Schedule, for any Well.


 


Section 5.21         Environmental
Matters. To Seller’s knowledge, except as set forth on Schedule 5.21:


 


(a)          Seller
has not received any written notice of violation from any Governmental Body that alleges that Seller is in violation of any applicable
Environmental Law in connection with the operations in and on the Properties, which alleged violation remains uncured or unresolved;


 


(b)          there
has been no material release, spill, discharge or leak of Hazardous Materials under or from any of the Wells that, if known to
a Governmental Body, would constitute a violation of Environmental Laws; and


 


(c)          with
respect to any Property, Seller has not entered into nor is a party to any agreement with, consent, order, decree or judgment of
any Governmental Body that requires any Remediation under applicable Environmental Laws.


 


Notwithstanding the
foregoing, if Purchaser identifies any breach by Seller of this Section 5.21, Purchaser’s sole remedy shall be to
assert such breach as an Environmental Defect in accordance with the terms of Article 4 and, if applicable, Section 8.2(e).
In no event shall Seller be liable to Purchaser for breach of this Section 5.21 other than pursuant to the terms of Article
4 and, if applicable, Section 8.2(e).


 




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Section 5.22         Audits.
There are no audits currently being conducted of the operator of any of the Assets of the joint account under any operating agreements
or to Seller’s knowledge, imminent.


 


Section 5.23         Judgments.
There are no unsatisfied liens, judgments or injunctions related to the Assets issued by a court of competent jurisdiction or other
Governmental Body outstanding against the Seller.


 


Article
6

REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


Purchaser represents
and warrants to Seller the following:


 


Section
6.1           Existence and Qualification. Purchaser
is a limited liability company organized, validly existing and in good standing under the Laws of the State of North Dakota;
and Purchaser is duly qualified to do business as a foreign corporation in every jurisdiction in which it is required to
qualify in order to conduct its business except where the failure to so qualify would not have a material adverse effect on
Purchaser or its properties; and Purchaser is or will be duly qualified to do business as a foreign corporation in the
respective jurisdictions where the Assets are located.


 


Section
6.2           Power. Purchaser has the requisite
power to enter into and perform this Agreement and each other agreement, instrument or document to be executed by Purchaser
in connection with the transactions contemplated hereby and to consummate the transactions contemplated hereby
and thereby.


 


Section
6.3           Authorization and Enforceability.
The execution, delivery and performance of this Agreement and each other agreement, instrument or document to be executed by
Purchaser in connection with the transactions contemplated hereby, and the performance of the transactions contemplated
hereby and thereby, have been duly and validly authorized by all necessary action on the part of Purchaser. This Agreement
has been duly executed and delivered by Purchaser (and all documents required hereunder to be executed and delivered by
Purchaser at Closing will be duly executed and delivered by Purchaser) and this Agreement constitutes, and at the Closing
such documents will constitute, the valid and binding obligations of Purchaser, enforceable 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).


 


Section
6.4           No Conflicts. The execution,
delivery and performance of this Agreement by Purchaser, and the transactions contemplated by this Agreement will not (a)
violate any provision of the Charter Documents of Purchaser, (b) result in a material default (with due notice or lapse of
time or both) or the creation of any lien or encumbrance, or give rise to any right of termination, cancellation or
acceleration under any of the terms, conditions or provisions of any promissory note, bond, mortgage, indenture, loan or
similar financing instrument to which Purchaser is a party or which affects Purchaser’s assets, (c) violate any
judgment, order, ruling, or regulation applicable to Purchaser as a party in interest or (d) violate any Laws applicable to
Purchaser or any of its assets, except any matters described in clauses (b), (c) or (d) above which would not be reasonably
likely to impede its ability to consummate the transactions contemplated by this Agreement or by any document to be delivered
pursuant hereto.


 




    		33	 



     


    

 


Section
6.5           Liability for Brokers’ Fees.
Seller shall not directly or indirectly have any responsibility, liability or expense, as a result of undertakings or
agreements of Purchaser or any of its Affiliates, for brokerage fees, finder’s fees, agent’s commissions or other
similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated hereby.


 


Section
6.6           Litigation. As of the date of the
execution of this Agreement, there are no pending Proceedings, or to Purchaser’s knowledge, threatened in writing
before (or that would be before) any Governmental Body or arbitrator against Purchaser or any Affiliate of Purchaser which
may impair Purchaser’s ability to perform its obligations under this Agreement if such Proceedings are
determined adversely.


 


Section
6.7           Financing. Subject to the financing
condition addressed in Section 2.4(a)(i), prior to the Closing Date, Purchaser will have sufficient cash, available lines of
credit or other sources of immediately available funds (in United States dollars) to enable it to pay the Closing Payment to
Seller at the Closing and to pay any supplemental payment required under Section 9.4(b).


 


Section
6.8           Independent Investigation.
Purchaser is (or its advisors are) experienced and knowledgeable in the oil and gas business and aware of the risks of that
business. Purchaser acknowledges and affirms that (a) in making the decision to enter into this Agreement, it has completed
and relied solely upon its own independent investigation, verification, analysis and evaluation of the Assets, (b) by
Closing, it will have made all such reviews and inspections of the Assets as it has deemed necessary or appropriate in making
the decision to enter into this Agreement and consummate the transactions contemplated hereby, and (c) except for the
express representations, warranties, covenants and remedies provided in this Agreement, Purchaser is acquiring the Assets on
an as-is, where-is basis with all faults, and has not relied upon any other representations, warranties, covenants or
statements of Seller in entering into this Agreement.


 


Section
6.9           Bankruptcy. There are no
bankruptcy, reorganization or receivership Proceedings pending against, being contemplated by, or, to
Purchaser’s knowledge, threatened against Purchaser.


 


Section
6.10         Qualification. Purchaser shall be, at Closing,
and hereafter shall continue to be, qualified under applicable Laws to own and assume operatorship of federal, tribal, and
state oil, gas and mineral leases in all jurisdictions where the Assets to be transferred to it (or operated by it) are
located to the extent such leases are included in the Assets, and the consummation of the transactions contemplated in
this Agreement will not cause Purchaser to be disqualified as such an owner or operator. As of the Closing, Purchaser
currently has, and will continue to maintain, lease bonds, area-wide bonds or any other surety bonds or Asset Bonds to the
extent required by, and in accordance with, all applicable Laws and regulations governing the ownership and operation of the
Assets.


 


Section
6.11         Consents. Except for consents and approvals
addressed by the other provisions of this Agreement that are triggered by the purchase and sale of the Assets, there are no
consents, approvals or restrictions on assignment applicable to Purchaser that Purchaser is obligated to obtain or furnish in
order to consummate the purchase and sale of Assets contemplated by this Agreement and perform and observe the covenants and
obligations of Purchaser hereunder.


 




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Section
6.12         Investment Intent. Purchaser is acquiring the
Assets for its own account, for investment, and not with the intent to make, or to offer or resell in connection with, a
distribution in violation of the Securities Act of 1933, as amended (and the rules and regulations promulgated thereunder) or
a distribution in violation of any other applicable securities Laws.


 


Article
7

COVENANTS OF THE PARTIES


 


Section
7.1           Access. Between the date of
execution of this Agreement and continuing until the Closing Date, in addition to Purchaser’s right of access under Section
4.1, Seller will give Purchaser and its representatives access to Seller’s offices and the Records in
Seller’s possession or control, including the right to copy the Records at Purchaser’s expense, for the sole
purpose of conducting an investigation of the Assets, but only to the extent that Seller may do so without violating any
applicable Law or obligations to any third Person and to the extent that Seller has authority to grant such access without
breaching any legal or contractual restriction binding on Seller or its Affiliates. Such access by Purchaser and its
representatives shall be subject to applicable limitations in Section 4.1 and shall be limited to Seller’s
normal business hours (from 9 A.M. to 5 P.M. local time) on Business Days, and after hours requested by Purchaser that can be
reasonably accommodated by Seller, and Purchaser’s and its representatives’ investigation shall be conducted in a
manner that minimizes interference with the operation of the Assets. All information obtained by and access granted to
Purchaser, the Environmental Consultant and their respective agents, employees and representatives under this Section
7.1 shall be subject to the terms of Section 7.7 and the terms of the Confidentiality Agreement.


 


Section
7.2           Government Reviews. Each Party
shall in a timely manner (a) make all required filings, if any, with and prepare applications to and conduct negotiations
with, each Governmental Body as to which such filings, applications or negotiations are necessary or appropriate for such
Party to consummate the transactions contemplated hereby, and (b) provide such information as the other Party may reasonably
request to make such filings, prepare such applications and conduct such negotiations. Each Party shall cooperate with and
use all commercially reasonable efforts to assist the other with respect to such filings, applications and
negotiations. Purchaser shall bear the cost of all filing or application fees payable to any Governmental Body with respect
to the transactions contemplated by this Agreement.


 


Section 7.3           Notification
of Breaches. Until the Closing,


 


(a)          Purchaser
shall notify Seller promptly after Purchaser obtains actual knowledge that any representation or warranty of Seller contained in
this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or that any covenant
or agreement to be performed or observed by Seller prior to or on the Closing Date has not been so performed or observed in any
material respect.


 




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(b)          Seller
shall notify Purchaser promptly after Seller obtains actual knowledge that any representation or warranty of Purchaser contained
in this Agreement is untrue in any material respect or will be untrue in any material respect as of the Closing Date or that any
covenant or agreement to be performed or observed by Purchaser prior to or on the Closing Date has not been so performed or observed
in any material respect.


 


If any of Purchaser’s
or Seller’s representations or warranties is untrue or shall become untrue in any material respect between the date of execution
of this Agreement and the Closing Date, or if any of Purchaser’s or Seller’s covenants or agreements to be performed
or observed prior to or on the Closing Date (other than on a specified date) shall not have been so performed or observed in any
material respect, but if such breach of representation, warranty, covenant or agreement shall (if curable) be cured by the Closing
(or, if the Closing does not occur, by the date set forth in Section 10.1), then such breach shall be considered not to
have occurred for all purposes of this Agreement. The term “actual knowledge” as set forth in this Section 7.3
shall mean, with respect to the Purchaser, the individuals set forth on Schedule 7.3 who are aware of or have actual knowledge
of a breach.


 


Section
7.4           Operatorship. Seller makes no
representation and does not warrant or guarantee that Purchaser will succeed in being appointed successor operator for any
Assets. Purchaser shall promptly, following Closing (or by Closing for those items subject to Section 12.6), file
all appropriate or required forms, applications, permit transfers, declarations, guarantees, Asset Bonds or other financial
support with federal, tribal, and state agencies relative to its assumption of operatorship. For all Seller-Operated Assets,
at Closing or as soon as reasonably practicable thereafter, Seller shall execute and deliver to Purchaser, and Purchaser
shall promptly file, all governmental forms required to transfer record operatorship of all such Seller Operated Assets to
Purchaser. With respect to those Wells as to which Seller owns a sufficient share of the Working Interest to control the
selection of the successor operator, Seller shall deliver to Purchaser a written notification designating Purchaser as the
successor operator of such Wells, effective as of the Closing Date. With respect to those Wells as to which Seller does not
own a sufficient share of the Working Interest to control the selection of the successor operator, Seller will cast its vote
in favor of the designation of Purchaser as successor operator of such Wells, effective as of the Closing Date.


 


Section
7.5           Operation of Business. Seller will
continue to operate the Seller Operated Assets in the ordinary course of business consistent with recent past practices of
Seller. Except (i) as expressly contemplated by the other provisions of this Agreement, (ii) for expenditures or operations
set forth on Schedule 5.9, (iii) for the renewal of expiring insurance coverage in the ordinary course of business,
(iv) the amendment, extension or modification of credit, hedge, financing, security or similar agreements that are to be
released from the Assets at Closing, (v) for conducting or granting consent to operations that are necessary to prevent
forfeiture of any Asset, and (vi) as otherwise consented to in writing by Purchaser, which consent shall not be
unreasonably withheld or delayed, until the Closing, Seller:


 


(a)          will
not commit to any single field operation, or series of related field operations, reasonably anticipated by Seller to require future
capital expenditures by the owner of the Assets in excess of One Hundred Thousand Dollars ($100,000) (net to Seller’s interest)
or make any capital expenditures for any single field operation or series of related field operations related to the Assets in
excess of One Hundred Thousand Dollars ($100,000) (net to Seller’s interest);


 




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(b)          will
not terminate, materially amend, execute or extend any material agreements affecting the Assets;


 


(c)          will
maintain its current insurance coverage on the Assets, if any, presently furnished by unaffiliated third Persons in the amounts
and of the types presently in force;


 


(d)          will
use commercially reasonable efforts to maintain in full force and effect all Leases;


 


(e)          will
maintain all material existing Governmental Authorizations necessary for Seller’s ownership or operation of the Assets as
currently owned and operated;


 


(f)          will
not transfer, farmout, sell, hypothecate, encumber or otherwise dispose of any material Assets except for sales and dispositions
of Hydrocarbon production and surplus, damaged or obsolete Equipment made in the ordinary course of business consistent with recent
past practices;


 


(g)          will
not make any non-consent elections with respect to the operations affecting the Assets;


 


(h)          will
not settle or compromise any claim or Proceeding, or waive or extend any period of limitations attributable to any of the Assets;
and


 


(i)          will
not commit to do any act prohibited by the foregoing clauses (a)–(h).


 


Notwithstanding anything
contained in this Agreement to the contrary, all proceeds received by Seller prior to Closing from the sale of surplus and inventoried
Equipment shall be the property of Seller, and there shall be no adjustment to the Purchase Price for the same. Purchaser’s
approval of any action restricted by this Section 7.5 shall be considered granted within five (5) Business Days (unless
a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s written notice)
of Seller’s notice to Purchaser requesting such consent unless Purchaser notifies Seller to the contrary during that period.
Notwithstanding the foregoing, in the event of an emergency or a serious risk to life, property, or the environment, Seller may
take or consent to such action as a prudent operator, or non-operator as the case may be, would take and without obtaining Purchaser’s
prior consent; provided Seller shall notify Purchaser of such action promptly thereafter. However, except for emergency action
that must be taken in the face of serious risk to life, property, or the environment, Seller has no obligation to undertake any
actions with respect to the Assets that are not required in the course of the normal operation of the Assets consistent with recent
past practices.


 


Purchaser acknowledges
that Seller may own a fractional undivided interest in certain of the Assets and Purchaser agrees that the acts or omissions of
the other working interest owners, partners or any operator who is not affiliated with Seller shall not constitute a violation
of the provisions of this Section 7.5 nor shall any action required by a vote of working interest owners or partners constitute
such a violation so long as Seller has voted its interest in a manner consistent with the provisions of this Section 7.5.


 




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Section 7.6           


 


Section
7.7           Indemnity Regarding Access.
Purchaser, on behalf of itself and the Purchaser Indemnitees and the Environmental Consultant, hereby releases and agrees to
indemnify, defend and hold harmless all Seller Indemnitees and the other owners of interests in the leases and wells
described on Exhibit A or Exhibit A-1 from and against any and all Damages, including claims, liabilities,
losses, costs and expenses attributable to personal injuries, death, or property damage, arising out of or relating to any
and all access by the Purchaser Indemnitees or the Environmental Consultant to Seller’s offices, the Assets or
the Records (or other related information), or any related activities of the Purchaser Indemnitees prior to Closing, EVEN
IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF
ANY INDEMNIFIED PARTY EXCLUDING, HOWEVER, ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR EXPENSES CAUSED BY THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY.


 


Section
7.8           Other Preferential Rights. Should a
third Person fail to exercise its preferential right to purchase as to any portion of the Assets prior to Closing and the
time for exercise or waiver has not yet expired, such Assets shall be excluded from the Assets transferred at Closing and the
Purchase Price shall be reduced by the Allocated Value of such excluded Assets or portions thereof. Promptly after the of the
time for exercise or waiver of such preferential rights without exercise, Seller shall sell to Purchaser, and Purchaser shall
purchase from Seller, all such Assets or portions thereof not being sold to the third Person for a purchase price equal to
the Allocated Value of such Assets or portions thereof, and the Parties shall thereafter account to each other under Section
2.2 and Section 2.3.


 


Section 7.9           Tax
Matters.


 


(a)          Subject
to the provisions of Section 12.3, Seller shall be responsible for all Property Taxes that are attributable to any period
of time at or prior to Effective Time. Purchaser shall be responsible for all Property Taxes that are attributable to any period
of time after the Effective Time. For purposes of this Section 7.9(a), ad valorem and real property Taxes assessed for a
particular time period shall be deemed “attributable” to such time period, even if such assessment is valued based
upon production or other data for prior Tax periods. Regardless of which Party is responsible, Seller shall handle payment to the
appropriate Governmental Body of all Property Taxes affecting the ownership or operation of the Assets which are required to be
paid prior to Closing (and shall file all Tax Returns with respect to such Property Taxes), and Purchaser shall handle payment
to the appropriate Governmental Body of all Property Taxes affecting the ownership or operation of the Assets which are required
to be paid after Closing (and shall file all Tax Returns with respect to such Taxes). Notwithstanding the foregoing, this Section
7.9(a) shall not apply to income, franchise, corporate, business and occupation, business license and similar Taxes, and Tax
Returns therefor, which shall be borne, paid and filed by the Party responsible for such Taxes under applicable Law. If requested
by Purchaser, Seller will assist Purchaser with preparation of all Property Tax Returns due on or before thirty (30) days after
Closing (including any extensions requested). Seller shall deliver to Purchaser within thirty (30) days of filing copies of all
Tax Returns filed by Seller after the Closing Date affecting the Assets and any supporting documentation provided by Seller to
Governmental Bodies.


 




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(b)          If
Seller or Purchaser (or an Affiliate of Seller or Purchaser) receives a refund of any Taxes (whether by payment, credit offset
or otherwise, with any interest thereon) covered by Section 7.9(a) that are paid by and required to be borne by the other
Party, the Party that received (or whose Affiliate that received) such refund shall promptly (but no later than thirty (30) days
after receipt) remit payment to such other Party of an amount equal to the refund amount, including all relevant documentation.
Each Party shall cooperate with the other and its Affiliates in order to take all reasonably necessary steps to claim any refund
to which it is entitled. Purchaser agrees to notify Seller within ten (10) days following the discovery of a right to claim any
refund to which Seller is entitled and upon receipt of any such refund. Except to the extent required by applicable Laws, Purchaser
shall not and shall not permit its Affiliates to amend any Tax Returns with respect to Taxes for which Seller is liable under this
Section 7.9 or for which Seller may be liable to indemnify Purchaser under Section 11.2.


 


(c)          Control
of any legal or administrative Proceedings concerning any Property Taxes affecting the Assets shall belong to the Party responsible
for such Property Taxes under this Section 7.9.


 


(d)          Either
Party has the right to utilize all or part of the Assets as part of a tax deferred exchange pursuant to Section 1031 of the Code
and applicable state and local tax laws. In connection with an exchange, and notwithstanding the terms of Section 12.11,
all or part of a Party’s rights under this Agreement may be assigned, without the need for the other Party’s consent,
to an intermediary, escrow agent, trustee, or other exchange accommodation party, provided that such assignment shall not relieve
such assigning Party of its obligations to the other Party hereunder. The Parties shall cooperate in effecting such an exchange,
including, without limitation, the execution of escrow instructions and other instruments, provided that: (a) the acquisition
and exchange of any exchange property shall not impose upon the non-requesting Party any additional financial obligation other
than as set out in this Agreement; (b) the non-requesting Party shall have no obligation to become a holder of record title
to any exchange property; (c) the requesting Party shall indemnify and hold the non-requesting Party harmless from any and all
Costs which the non-requesting Party incurs or to which the non-requesting Party may be exposed as a result of the non-requesting
Party’s participation in the contemplated exchange, including reasonable attorneys’ fees and costs of defense; (d)
the Closing shall not be delayed or affected by reason of such exchange nor shall the consummation or accomplishment of such exchange
be a condition precedent or condition subsequent to the requesting Party’s obligations under this Agreement; (e) the non-requesting
Party shall not, by this Agreement or acquiescence to such exchange, have its rights under this Agreement affected or diminished
in any manner; and (f) the non-requesting Party shall not, by this Agreement or acquiescence to such exchange, be responsible for
compliance with or deemed to have warranted to the requesting Party that such exchange in fact complies with Section 1031 of the
Code or any state or local tax Law. If any exchange contemplated by the requesting Party should fail to occur, for whatever reason,
the sale of the Assets shall nonetheless be consummated as provided herein.


 




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Section
7.10         Special Warranty of Title. The Conveyance
shall contain a covenant of Seller to warrant Defensible Title to the Subject Properties after Closing from and against the
lawful claims of third Persons arising by, through or under Seller, but not otherwise (the “Special
Warranty”); provided, however, that Seller’s aggregate liability to Purchaser in respect of such
covenant for any Subject Property shall not exceed the Allocated Value of such Subject Property. Without limiting the
foregoing, Purchaser shall not be entitled to claim a breach of the Special Warranty for any Title Defect claimed in a
Title Defect Notice.


 


Section
7.11         Suspended Proceeds. Seller shall transfer and
remit to Purchaser, in the form of an adjustment to the Purchase Price pursuant to Section 2.2(k), all monies
representing the value or proceeds of production removed or sold from the Properties and held by Seller at the time of the
Closing for accounts from which payment has been suspended, such monies, net of applicable rights of set off or recoupment,
being hereinafter called “Suspended Proceeds.” Schedule 7.11 sets forth (i) the Suspended Proceeds
as of the date set forth on Schedule 7.11, and (ii) a description from Seller’s existing records of the
source of such funds and the reason they are being held in suspense. Purchaser shall be solely responsible for the proper
distribution of such Suspended Proceeds to the Person or Persons which or who are entitled to receive payment of
the same.


 


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


 


Section
7.13         Oasis Operational Requirements. Purchaser
acknowledges and agrees that the Assets are subject to and bound by the operational provisions set forth in Section 7.12 of
that certain Purchase and Sale Agreement dated December 31, 2015, by and between Oasis and Seller (the “Oasis
PSA”), which provisions, together with the corresponding schedules thereto, are attached hereto as Schedule
7.12 (the “Oasis Requirements”), together with the terms and conditions of the Joint Surface Use
Agreement. Purchaser hereby agrees, as to the Assets, to (i) assume and be bound by all of the Oasis Requirements and
the Joint Surface Use Agreement, and (ii) comply with or otherwise discharge, or authorize Seller as the operator of the
Assets to comply with or otherwise discharge, on behalf of Purchaser, all of the Oasis Requirements and the terms and
conditions of the Joint Surface Use Agreement. Purchaser acknowledges that the Oasis Requirements are covenants running with
the land binding on the Purchaser and its respective successors and assigns.


 


Section 7.14         [Intentionally
Omitted].


 


Section 7.15         Use
of GTO Tank and Equipment. Purchaser acknowledges that Seller and Generative Technology Operatives, LLC (“GTO”)
are parties to an arrangement with respect to the use and operation of the GTO Tank and Equipment, which tank and associated equipment
are owned by GTO and are installed at or near and are used in connection with the Schmitz Wellsite. The essential terms of this
arrangement are set forth on Schedule 7.14 (collectively referred to as the “GTO Agreement”). The Schmitz
Wellsite is among the Assets to be conveyed to Purchaser at Closing, but the GTO Tank and Equipment are Excluded Assets that will
continue to be owned by GTO and will not be conveyed to Purchaser at Closing. Notwithstanding the foregoing, Purchaser agrees
to (i) assume and be bound by the GTO Agreement, as to the Schmitz Wellsite, including, without limitation, by allowing GTO to
use and maintain the GTO Tank and Equipment at the Schmitz Wellsite, and (ii) comply with or otherwise discharge all of the provisions
of the GTO Agreement, as to the Schmitz Wellsite.


 




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Section 7.16         Enhanced
Recovery Operations. Purchaser acknowledges that on August 22, 2017, the North Dakota Industrial Commission (the “NDIC”)
entered that certain Order No. 28396 in Case No. 25983 (the “NDIC Agreement”), under the terms of which Seller
is to report certain information to the NDIC in connection with certain of Seller’s enhanced recovery operations (the “Enhanced
Recovery Reporting Requirements”). Purchaser agrees to (i) assume and be bound by the Enhanced Recovery Reporting Requirements,
as to the Assets, and (ii) comply with or otherwise discharge all of the provisions of the Enhanced Recovery Reporting Requirements,
as to the Assets.


 


Article
8

CONDITIONS TO CLOSING


 


Section
8.1           Conditions of Seller to Closing. In
addition to the condition that the Seller’s shareholders approve of this transaction as addressed in Section
2.4(a)(ii), the obligations of Seller to consummate the transactions contemplated by this Agreement are subject, at the
option of Seller, to the satisfaction on or prior to Closing of each of the following conditions:


 


(a)          Representations.
The representations and warranties of Purchaser set forth in Article 6 shall be true and correct in all respects as of the
date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and
warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except for such
breaches, if any, as would not have a material adverse effect on Purchaser (provided that to the extent such representation or
warranty is qualified by its terms by materiality, material, material adverse effect, or similar qualification, such qualification
in its terms shall be inapplicable for purposes of this Section 8.1(a) and the material adverse effect qualification contained
in this Section 8.1(a) shall apply in lieu thereof);


 


(b)          Performance.
Purchaser shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed
by it under this Agreement prior to or on the Closing Date;


 


(c)          Pending
Litigation. No Proceeding by a third Person (including any Governmental Body) seeking to restrain, enjoin or otherwise prohibit
the consummation of the transactions contemplated by this Agreement shall be pending before any Governmental Body or have resulted
in an injunction, order or award that grants such relief;


 


(d)          Deliveries.
Purchaser shall have delivered to Seller duly executed counterparts of the Conveyances and the other documents and certificates
to be delivered by Purchaser under Section 9.3;


 


(e)          Title
Defects and Environmental Defects. The aggregate amount of (i) the sum of all Title Defect Amounts for actual Title Defects
covered by Section 3.4(d)(i) and the Allocated Values of any Title Defect Properties retained by Seller under Section
3.4(d)(ii), less the sum of all Title Benefit Amounts for actual Title Benefits, as determined under Article 3, (ii) the
sum of all Environmental Defect Amounts for actual Environmental Defects covered by Section 4.4(a)(i) and the Allocated
Values of any Environmental Defect Properties retained by Seller under Section 4.4(a)(ii), (iii) the sum of the Allocated
Values of any Assets excluded from the transaction at Closing due to an unobtained Consent Requirement covered by Section 3.5(a),
and (iv) the sum of the Allocated Values of any Assets excluded from the transaction at Closing due to exercised preferential rights
covered by Section 3.5(b) or Section 7.6, shall not exceed an amount equal to fifteen percent (15%) of the Purchase
Price;


 




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(f)          Payment.
Purchaser shall be ready, willing and able to pay the Closing Payment; and


 


(g)          Governmental
Consents. All material consents and approvals of any Governmental Body required for the transfer of the Assets from Seller
to Purchaser as contemplated under this Agreement, except for consents and approvals of assignments by Governmental Bodies that
are customarily obtained after Closing (including customary post-closing consents), shall have been granted, or the necessary waiting
period shall have expired, or early termination of the waiting period shall have been granted.


 


Section
8.2           Conditions of Purchaser to Closing.
In addition to the financing condition as addressed in Section 2.4(a)(i), the obligations of Purchaser to consummate
the transactions contemplated by this Agreement are subject, at the option of Purchaser, to the satisfaction on or prior to
Closing of each of the following conditions:


 


(a)          Representations.
The representations and warranties of Seller set forth in Article 5 shall be true and correct as of the date of this Agreement
and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that refer to
a specified date, which need only be true and correct on and as of such specified date), except for such breaches, if any, as would
not have a Material Adverse Effect (provided that to the extent such representation or warranty is qualified by its terms by material,
materiality or Material Adverse Effect or similar qualification, such qualification in its terms shall be inapplicable for purposes
of this Section 8.2(a) and the Material Adverse Effect qualification contained in this Section 8.2(a) shall apply
in lieu thereof);


 


(b)          Performance.
Seller shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by
it under this Agreement prior to or on the Closing Date;


 


(c)          Pending
Litigation. No Proceeding by a third Person (including any Governmental Body) seeking to restrain, enjoin or otherwise prohibit
the consummation of the transactions contemplated by this Agreement shall be pending before any Governmental Body or have resulted
in an injunction, order or award that grants such relief (except with respect to the Casualty Assets subject to Section 3.6);


 


(d)          Deliveries.
Seller shall be ready, willing and able to deliver to Purchaser duly executed counterparts of the Conveyances and the other documents
and certificates to be delivered by Seller under Section 9.2;


 




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(e)          Title
Defects and Environmental Defects. The aggregate amount of (i) the sum of all Title Defect Amounts for actual Title Defects
covered by Section 3.4(d)(i) and the Allocated Values of any Title Defect Properties retained by Seller under Section
3.4(d)(ii), less the sum of all Title Benefit Amounts for actual Title Benefits, as determined under Article 3, (ii) the
sum of all Environmental Defect Amounts for actual Environmental Defects covered by Section 4.4(a)(i) and the Allocated
Values of any Environmental Defect Properties retained by Seller under Section 4.4(a)(ii), (iii) the sum of the Allocated
Values of any Assets excluded from the transaction at Closing due to an unobtained Consent Requirement covered by Section 3.5(a),
and (iv) the sum of the Allocated Values of any Assets excluded from the transaction at Closing due to exercised preferential rights
covered by Section 3.5(b) or Section 7.6, shall not exceed an amount equal to fifteen percent (15%) of the Purchase
Price; and


 


(f)          Governmental
Consents. All material consents and approvals of any Governmental Body required for the transfer of the Assets from Seller
to Purchaser as contemplated under this Agreement, except for consents and approvals of assignments by Governmental Bodies that
are customarily obtained after Closing (including customary post-closing consents), shall have been granted, or the necessary waiting
period shall have expired, or early termination of the waiting period shall have been granted.


 


Article
9

CLOSING


 


Section 9.1           Time
and Place of Closing.


 


(a)          Consummation
of the purchase and sale transaction as contemplated by this Agreement (the “Closing”), shall, unless otherwise
agreed to in writing by Purchaser and Seller, take place at the offices of Seller at 9:00 A.M. local time (i) on the date that
is five (5) business days following the approval of the transaction by Seller’s shareholders (the “Scheduled Closing
Date”), or (ii) if all conditions in Article 8 to be satisfied prior to Closing have not yet been satisfied or
waived by the Scheduled Closing Date, as soon as thereafter as such conditions have been satisfied or waived, subject to the rights
of the Parties under Article 10.


 


(b)          The
date on which the Closing occurs is herein referred to as the “Closing Date.”


 


Section
9.2           Obligations of Seller at Closing.
At the Closing, upon the terms and subject to the conditions of this Agreement, Seller shall deliver or cause to be delivered
to Purchaser, among other things, the following:


 


(a)          the
Conveyance, in sufficient duplicate originals to allow recording in all appropriate jurisdictions and offices, duly executed by
Seller;


 


(b)          to
the extent applicable, assignments, on appropriate forms, of state, of tribal, and of federal leases comprising portions of the
Assets, duly executed by Seller;


 


(c)          letters-in-lieu
of division or transfer orders covering the Assets that are prepared and provided by Purchaser and reasonably satisfactory to Seller
to reflect the transactions contemplated hereby, duly executed by Seller;


 




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(d)          a
certificate duly executed by an authorized officer of Seller, dated as of Closing, certifying on behalf of Seller in his capacity
as officer that (i) the representations and warranties of Seller set forth in Article 5 are true and correct as of the date
of this Agreement and as of the Closing Date, in each case as though made on and as of such date (other than representations and
warranties that refer to a specified date, which are true and correct on and as of such specified date), except for such breaches,
if any as would not have a Material Adverse Effect (provided that to the extent such representation or warranty is qualified by
its terms by material, materiality or Material Adverse Effect or similar qualification, such qualification in its terms shall be
inapplicable for purposes of this certification and the Material Adverse Effect qualification contained in this certification shall
apply in lieu thereof), and (ii) Seller has performed and observed, in all material respects, all covenants and agreements to be
performed or observed by it under this Agreement prior to or on the Closing Date;


 


(e)          releases
and terminations of any mortgages, deeds of trust, assignments of production, financing statements, fixture filings and other recorded
encumbrances burdening the Assets;


 


(f)          an
executed statement described in Treasury Regulation §1.1445-2(b)(2) certifying that Seller is not a foreign Person within
the meaning of the Code;


 


(g)          the
transition services agreement in a form substantially similar to the form set forth in Exhibit F attached hereto (the “Transition
Services Agreement”), duly executed by Seller; and


 


(h)          the
right of first refusal agreement in a form substantially similar to the form set forth in Exhibit G attached hereto, duly
executed by Seller.


 


Section 9.3           Obligations
of Purchaser at Closing.


 


At the Closing, upon
the terms and subject to the conditions of this Agreement, Purchaser shall deliver or cause to be delivered to Seller, among other
things, the following:


 


(a)          a
wire transfer of the Closing Payment in same-day funds;


 


(b)          the
Conveyance, duly executed by Purchaser;


 


(c)          copies
of all Asset Bonds required to be obtained by Purchaser under Section 12.6 or other written evidence that Purchaser is not
required under Section 12.6 to obtain such items;


 


(d)          letters
in lieu of division or transfer orders covering the Assets that are prepared and provided by Purchaser and reasonably satisfactory
to Seller to reflect the transactions contemplated hereby;


 


(e)          a
certificate by an authorized officer of Purchaser, dated as of Closing, certifying on behalf of Purchaser in his capacity as officer
that (i) the representations and warranties of Purchaser set forth in Article 6 are true and correct as of the date of this
Agreement and as of the Closing Date as though made on and as of the Closing Date (other than representations and warranties that
refer to a specified date, which are true and correct on and as of such specified date), except for such breaches, if any, as would
not have a material adverse effect on Purchaser (provided that to the extent such representation or warranty is qualified by its
terms by material, materiality, material adverse effect or similar qualification, such qualification in its terms shall be inapplicable
for purposes of this certification and the material adverse effect qualification contained in this certification shall apply in
lieu thereof), and (ii) Purchaser has performed and observed, in all material respects, all covenants and agreements to be performed
or observed by it under this Agreement prior to or on the Closing Date; and


 




    		44	 



     


    

 


(f)          the
Transition Services Agreement, duly executed by Purchaser


 


(g)          the
right of first refusal agreement in a form substantially similar to the form set forth in Exhibit G attached hereto, duly
executed by Purchaser.


 


Section 9.4           Closing
Payment and Post-Closing Purchase Price Adjustments.


 


(a)          Not
later than three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, based upon the best
information available to Seller, a preliminary settlement statement estimating the Adjusted Purchase Price after giving effect
to all Purchase Price adjustments set forth in Section 2.2 and the Deposit. If Purchaser notifies Seller on or before Closing
that it disputes Seller’s estimate of the Adjusted Purchase Price as set forth in the preliminary settlement statement, the
Parties shall work together in good faith to resolve such dispute prior to Closing. If the Parties are unable to resolve any such
dispute prior to Closing, the Adjusted Purchase Price paid at Closing shall be the Seller’s estimated amounts. The Adjusted
Purchase Price as determined in accordance with this Section 9.4(a) shall constitute the dollar amount to be paid by Purchaser
to Seller at the Closing (the “Closing Payment”).


 


(b)          As
soon as reasonably practicable after the Closing but not later than one hundred twenty (120) days following the Closing Date, Seller
shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting
forth the final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent
possible, on actual credits, charges, receipts and other items before and after the Effective Time and taking into account all
adjustments provided for in this Agreement. Seller shall at Purchaser’s request supply reasonable documentation available
to support any credit, charge, receipt or other item. As soon as reasonably practicable but not later than the 30th day following
receipt of Seller’s proposed Final Settlement Statement, Purchaser shall deliver to Seller a written report containing any
changes that Purchaser proposes be made to the Final Settlement Statement. Purchaser may not later contest or submit to the Independent
Expert any amounts or adjustments that were not contested in Purchaser’s written report, which amounts or adjustments Purchaser
will be deemed to have accepted. If Purchaser does not timely deliver such written report within such 30-day period, Purchaser
shall be deemed to accept the Final Settlement Statement as submitted by Seller. The Parties shall attempt in good faith to agree
with respect to the changes proposed by Purchaser, if any, no later than fifteen (15) days after receipt by Seller of Purchaser’s
comments on the proposed Final Settlement Statement. In the event that the Parties cannot agree on the Final Settlement Statement
within such period, the specific disputed items will be automatically referred to an independent expert of the Parties’ choosing
with at least ten (10) years of oil and gas accounting experience for arbitration (the “Independent Expert”).
If the Parties are unable to agree upon an Independent Expert, then such Independent Expert shall be selected by any Federal District
Court or State District Court Judge in Denver, Colorado. The burden of proof in the determination of the Adjusted Purchase Price
shall be upon Purchaser. The Independent Expert shall conduct the arbitration proceedings in Denver, Colorado, in accordance with
the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms
of this Section. The Independent Expert’s determination shall be made within thirty (30) days after submission of the matters
in dispute and shall be final and binding on both Parties, without right of appeal; provided that disputes relating to any
Title Defects or Environmental Defects (including adjustments or remedies to be provided on account thereof) shall be resolved
in accordance with Section 3.4(h) and Section 4.4(b). In determining the proper amount of any adjustment to the Purchase
Price, the Independent Expert shall not increase the Purchase Price more than the increase proposed by Seller nor decrease the
Purchase Price more than the decrease proposed by Purchaser, as applicable. The Independent Expert shall act as an expert for the
limited purpose of determining the specific disputed matters submitted by any Party and may not award damages or penalties to any
Party with respect to any matter. Each Party shall each bear its own legal fees and other costs of presenting its case, and shall
bear one-half of the costs and expenses of the Independent Expert. Within ten (10) days after the date on which the Parties agree
(or are deemed to agree) on the Final Settlement Statement or the Independent Expert finally determines the disputed matters, as
applicable, (i) Purchaser shall pay to Seller the amount by which the Adjusted Purchase Price exceeds the Closing Payment or (ii)
Seller shall pay to Purchaser the amount by which the Closing Payment exceeds the Adjusted Purchase Price, as applicable. Any post-Closing
payment pursuant to this Section 9.4 shall bear interest from the Closing Date to the date of payment at the Agreed Interest
Rate.


 




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(c)          All
payments made or to be made hereunder to Seller shall be in cash by electronic transfer of immediately available funds to the account
of Seller pursuant to the wiring instructions reflected in Schedule 9.4(c) or as separately provided in writing. All payments
made or to be made hereunder to Purchaser shall be in cash by electronic transfer of immediately available funds to a bank and
account specified by Purchaser in writing to Seller.


 


Article
10

TERMINATION


 


Section
10.1         Termination. Subject to Section 10.2,
this Agreement may be terminated: (a) at any time prior to Closing by the mutual prior written consent of Seller and
Purchaser; (b) by Seller or Purchaser if Closing has not occurred on or before August 8th, 2018 (the
“Termination Date”); (c) by Purchaser if any condition set forth in Section 8.2 has not been
satisfied or waived by Purchaser at Closing or (d) by Seller if any condition set forth in Section 8.1 has not been
satisfied or waived by Seller at Closing; provided, however, that termination under clauses (b), (c) or (d) shall not
be effective until the Party electing to terminate has delivered written notice to the other Party of its election to so
terminate. Notwithstanding the foregoing, if a Party’s failure to perform or observe any of its covenants or
obligations under this Agreement, or the inaccuracy of any of its representations (other than the representation in Section
6.7), has been the cause of, or shall have resulted in, the failure of Closing to occur on or prior to the Termination
Date because the conditions to the other Party’s obligation to perform at Closing in Article 8 have not been
satisfied, the defaulting Party shall not be entitled to exercise any right of termination under this Section
10.1.


 




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Section
10.2         Effect of Termination. If this Agreement is
validly terminated pursuant to Section 10.1, except as set forth in this Section 10.2 or Section 10.3,
this Agreement shall become void and of no further force or effect (except for the Confidentiality Agreement, the provisions
of Sections 5.6, 6.5, 7.7, 10.2, 12.2, 12.4, 12.7, 12.8, 12.9, 12.11, 12.12, 12.14, 12.15, 12.16, 12.17,
and 12.18, and all disclaimers herein, all of which shall survive such termination and continue in full force and
effect in accordance with their respective terms) and the transactions contemplated hereby shall be abandoned without any
further action or liability to any Party or its respective Indemnitees, and following such termination, Seller shall be free
immediately to enjoy all rights of ownership of the Assets and to sell, transfer, encumber or otherwise dispose of the Assets
to any Person without any restriction under this Agreement.


 


Section 10.3         Distribution
of Deposit Upon Termination; Specific Performance.


 


(a)          If
this Agreement is terminated by Seller pursuant to Section 10.1(b) or Section 10.1(d), Seller has performed or is
ready, willing and able to perform all of its agreements and covenants contained herein in all material respects which are to be
performed or observed at Closing, and Purchaser has failed to perform or observe any of its agreements or covenants contained herein
which are to be performed or observed at Closing, then Seller shall retain the Deposit as liquidated damages as Seller’s
sole and exclusive remedy for any breach or failure to perform by Purchaser under this Agreement, except for the indemnities provided
in Section 7.7, and all other rights and remedies arising under this Agreement (except for the provisions that survive pursuant
to Section 10.2, which shall remain in full force and effect) are hereby expressly waived by Seller. Seller and Purchaser
agree upon the Deposit as liquidated damages due to the difficulty and inconvenience of measuring actual damages and the uncertainty
thereof, and Seller and Purchaser agree that such amount would be a reasonable estimate of Seller’s loss in the event of
any such breach or failure to perform by Purchaser. Upon such termination, Seller shall be free immediately to enjoy all rights
of ownership of the Assets and to sell, transfer, encumber or otherwise dispose of the Assets to any Person without any restriction
under this Agreement.


 


(b)          [intentionally
omitted]


 


(c)          If
this Agreement is terminated by Purchaser pursuant to Section 10.1(b) or Section 10.1(c), Purchaser has performed
or is ready, willing and able to perform all of its agreements and covenants contained herein in all material respects which are
to be performed or observed at Closing, and Seller has failed to perform or observe any of its agreements or covenants contained
herein which are to be performed or observed at Closing, then at Purchaser’s option, Seller shall return the Deposit to Purchaser
and Purchaser shall be entitled to seek money damages from Seller available at Law for Seller’s applicable breach of this
Agreement subject to Section 12.18, as Purchaser’s sole and exclusive remedy for any breach or failure to perform
by Seller under this Agreement, and all other rights and remedies arising under this Agreement (except for the provisions that
survive pursuant to Section 10.2, which shall remain in full force and effect) are hereby expressly waived by Purchaser,
and Seller shall be free immediately to enjoy all rights of ownership of the Assets and to sell, transfer, encumber or otherwise
dispose of the Assets to any Person without any restriction under this Agreement.


 




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(d)          In
lieu of termination of this Agreement, Purchaser shall be entitled to specific performance of this Agreement, it being specifically
agreed that monetary damages will not be sufficient to compensate Purchaser if Purchaser determines the same in its sole discretion.
To seek specific performance and as a condition thereto, Purchaser must deliver notice in writing to Seller of Purchaser’s
election to seek specific performance under this Section 10.3(d) within thirty (30) days counted from and after the Termination
Date. If Purchaser elects to seek specific performance of this Agreement pursuant to this Section 10.3(d), the Deposit shall
be held by Seller, until a non-appealable final judgment or award on Purchaser’s claim for specific performance is rendered,
at which time the Deposit shall be distributed as provided in the judgment or award resolving the specific performance claim or
shall be applied as provided in Section 2.4 of this Agreement. Seller hereby agrees not to raise any objections to the availability
of the equitable remedy of specific performance to specifically enforce the terms and provisions of this Agreement or to enforce
compliance with the covenants and agreements of Seller under this Agreement. Purchaser 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. The Parties hereto further agree that (x) by seeking the remedies provided for in this paragraph, including by the institution
of a court proceeding, Purchaser shall not in any respect waive its right to seek any other form of relief that may be available
to it under this Agreement (including those set forth in Section 10.2 and Section 10.3(c)) in the event that the
remedies provided for in this paragraph are not available or otherwise are not granted, and (y) nothing set forth in this
paragraph shall require Purchaser to institute any Proceeding for (or limit Purchaser’s right to institute a Proceeding for)
specific performance prior or as a condition to exercising any termination right under this Article 10, nor shall the commencement
of any Proceeding pursuant to this paragraph restrict or limit Purchaser’s right to terminate this Agreement in accordance
with this Article 10.


 


(e)          If
this Agreement terminates for reasons other than those set forth in Section 10.3(a), Seller shall deliver the Deposit to
Purchaser, free of any claims by Seller to the Deposit, and the terms of Section 10.2 shall apply.


 


(f)          Notwithstanding
anything to the contrary in this Agreement, Purchaser shall not be entitled to receive interest on the Deposit, whether the Deposit
is applied against the Purchase Price or returned to Purchaser pursuant to this Section 10.3.


 


Article
11

POST-CLOSING OBLIGATIONS; INDEMNIFICATION;

LIMITATIONS; DISCLAIMERS AND WAIVERS


 


Section 11.1         Receipts.


 


(a)          Except
as otherwise provided in this Agreement, any production from or attributable to the Assets (and all products and proceeds attributable
thereto) and any other income, proceeds, receipts and credits attributable to the Assets which are not reflected in the adjustments
to the Purchase Price following the Final Settlement Date shall be treated as follows: (i) all production from or attributable
to the Assets (and all products and proceeds attributable thereto) and all other income, proceeds, receipts and credits earned
with respect to the Assets to which Purchaser is entitled under Section 1.4 shall be the sole property and entitlement of
Purchaser, and, to the extent received by Seller, Seller shall fully disclose, account for and remit the same to Purchaser within
ten (10) days of Seller’s receipt of the same, and (ii) all production from or attributable to the Assets (and all products
and proceeds attributable thereto) and all other income, proceeds, receipts and credits earned with respect to the Assets to which
Seller is entitled under Section 1.4 shall be the sole property and entitlement of Seller and, to the extent received by
Purchaser, Purchaser shall fully disclose, account for and remit the same to Seller within ten (10) days of Purchaser’s receipt
of the same.


 




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(b)          Notwithstanding
any other provisions of this Agreement to the contrary, Seller shall be entitled to retain (and Purchaser shall not be entitled
to any decrease to the Purchase Price in respect of) all overhead charges it has collected, billed or which shall be billed later,
relating to the Seller Operated Assets and relating to the period from the Effective Time to the date Seller relinquishes operatorship
of the applicable Seller Operated Assets, even if after the date of Closing.


 


Section 11.2         Assumption
and Indemnification.


 


(a)          Without
limiting Purchaser’s rights to indemnity under this Article 11 and subject to the Purchase Price adjustments set forth
in Section 2.2(i), on and effective as of the Closing Date, Purchaser hereby assumes and hereby agrees to fulfill, perform,
pay and discharge (or cause to be fulfilled, performed, paid or discharged) all of the obligations and liabilities of Seller, known
or unknown, with respect to the Assets, regardless of whether such obligations or liabilities arose prior to, on or after the Effective
Time, including but not limited to (i) obligations to furnish makeup gas according to the terms of applicable gas sales, gathering
or transportation contracts, (ii) gas balancing obligations and other obligations arising from Imbalances, (iii) obligations to
pay Property Costs and other costs and expenses attributable to the ownership or operation of the Assets, and to accommodate joint
interest audits of same, (iv) obligations to pay working interests, royalties, and overriding royalties, and to pay the Suspended
Proceeds and other interests to be held in suspense, (v) obligations to plug, remove, dispose or abandon and reclamation of wells,
equipment, facilities, platforms and pipelines, and to dismantle structures, and to restore and/or Remediate the Assets in accordance
with applicable agreements, Leases or Laws (including Environmental Laws), (vi) clean up or dispose of any Asset contaminated by
NORM, (vii) any claims regarding the general method, manner or practice of calculating or making royalty payments (or payments
for overriding royalties or similar burdens on production) with respect to the Properties, (viii) all obligations, covenants and
agreements under the Mescalero Agreement, (ix) [intentionally omitted], (x) continuing obligations, if any, under any Contracts
or other agreements pursuant to which Seller or its Affiliates purchased or acquired Assets prior to the Closing, (xi) the Oasis
Requirements and Oasis Non-Compete, (xii) all obligations, covenants and agreements under the GTO Agreement, and (xiii) all obligations
under the Enhanced Recovery Agreement (all of said obligations and liabilities, subject to the exclusions below, herein being referred
to as the “Assumed Seller Obligations”), it being understood that Purchaser shall similarly bear all risk of
loss associated with the Assets (including changes in condition, depletion and depreciation); provided, however, that the
Assumed Seller Obligations do not include and Purchaser does not assume any obligations or liabilities of Seller relating solely
to the Excluded Assets, and, other than the Excluded Assets, to the extent, and only during the applicable survival period, that
they are Seller Indemnity Obligations.


 




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(b)          Except
for Damages for which Seller is required to indemnify Purchaser Indemnitees under Section 11.2(c) at the time an applicable
Claim Notice is provided to Seller, from and after Closing, Purchaser shall indemnify, defend and hold harmless Seller Indemnitees
from and against all Damages incurred or suffered by Seller Indemnitees caused by, arising out of or resulting from:


 


(i)          the
Assumed Seller Obligations;


 


(ii)         the
ownership, use or operation of the Assets at and after the Effective Time;


 


(iii)        Purchaser’s
breach of any of Purchaser’s covenants or agreements herein that survive the Closing;


 


(iv)        any
breach of any representation or warranty made by Purchaser contained in Article 6 of this Agreement or in the certificate
delivered by Purchaser at Closing pursuant to Section 9.3(e); or


 


(v)         subject
to Seller’s election under Section 4.4(a)(iii), Section 4.4(a)(iv), and Section 4.4(a)(v), any claims
or actions asserted by Persons (including Governmental Bodies) with respect to (A) any condition affecting any Asset that violates
or requires Remediation, notice or other corrective action under Environmental Law, (B) any operations conducted on such Asset
that violate any Environmental Law, or (C) any Remediation, notice or other corrective action required for an Asset under any Environmental
Law regardless of whether known or unknown, or whether attributable to periods of time before, on or after the Effective Time;


 


EVEN IF SUCH DAMAGES
ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF
SELLER INDEMNITEES OR ANY INDEMNIFIED PARTY.


 


(c)          From
and after Closing, Seller shall indemnify, defend and hold harmless Purchaser Indemnitees against and from all Damages incurred
or suffered by Purchaser Indemnitees to the extent caused by, arising out of or resulting from (the “Seller Indemnity
Obligations”):


 


(i)          liabilities
and obligations of Seller in respect of Taxes to the extent attributable to periods prior to the Effective Time;


 


(ii)         the
death or physical injury to any Person to the extent attributable to periods prior to the Effective Time;


 




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(iii)        except
for any Suspended Proceeds, the obligation to pay royalties, overriding royalties and other payments, to other interest owners
or with respect to the Leases and the Hydrocarbons produced therefrom, in each case, attributable to the period of Seller’s
ownership of the Assets prior to the Effective Time;


 


(iv)        the
disposal or transportation of Hazardous Substances during the period of Seller’s ownership of the Assets until the Effective
Time generated by or used in connection with the ownership or operation of the Assets to a location not on the Properties;


 


(v)         any
breach asserted during the applicable survival period of any of Seller’s covenants or agreements herein that survive the
Closing;


 


(vi)        any
breach asserted during the applicable survival period of any representation or warranty made by Seller contained in Article
5 (except for claims for breach of the representation and warranty set forth in Section 5.21) of this Agreement or in
the certificate delivered by Seller at Closing pursuant to Section 9.2(d); or


 


(vii)       the
Excluded Assets.


 


(d)          Notwithstanding
anything to the contrary contained in this Agreement, except for the rights of the Parties under Article 10, Section
7.7 and the Special Warranty in the Conveyance (subject to Section 7.10), this Section 11.2 contains the Parties’
exclusive remedy against each other with respect to breaches of this Agreement, including breaches of the representations and warranties
contained in Articles 5 (except for breaches of the representation and warranty set forth in Section 5.21) and 6,
the covenants and agreements that survive the Closing pursuant to the terms of this Agreement and the affirmations of such representations,
warranties, covenants and agreements contained in the certificates delivered by the Parties at Closing pursuant to Sections
9.2d) or 9.3e), as applicable, Seller’s ownership, use or operation of the Assets, the Assumed Seller Obligations,
or the condition, quality, status or nature of the Assets, it being acknowledged that the Parties shall not be entitled to a rescission
of this Agreement or to any further indemnification or other rights or claims of any nature whatsoever in respect thereof, all
of which the Parties hereby waive. Except for the remedies contained in this Section 11.2 and for the rights of the Parties
under Article 10, Section 7.7 and the Special Warranty in the Conveyance (subject to Section 7.10), Purchaser
(on behalf of itself, each of the other Purchaser Indemnitees and their respective insurers and successors in interest) releases,
remises and forever discharges the Seller Indemnitees from any and all Damages whatsoever, in Law or in equity, known or unknown,
which such Persons might now or subsequently may have, based on, relating to or arising out of this Agreement, Seller’s ownership,
use or operation of the Assets, the Assumed Seller Obligations, or the condition, quality, status or nature of the Assets, including
rights to contribution under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and
under other Environmental Laws, breaches of statutory or implied warranties, nuisance or other tort actions, rights to punitive
damages and common law rights of contribution, rights under agreements between Seller and any Persons who are Affiliates of Seller,
and rights under insurance maintained by Seller or any Person who is an Affiliate of Seller, EVEN IF CAUSED IN WHOLE OR IN PART
BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT, BUT EXCLUDING WILLFUL MISCONDUCT), OF ANY RELEASED PERSON, excluding,
however, any existing contractual rights between (i) Purchaser or any of Purchaser’s Affiliates and (ii) Seller or any of
Seller’s Affiliates under contracts between them relating to the Assets, other than this Agreement.


 




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(e)          “Damages,”
for purposes of this Agreement, shall mean the amount of any actual liability, loss, cost, diminution in value, expense, claim,
demand, notice of violation, investigation by any Governmental Body, administrative or other Proceeding, payment, charge, obligation,
fine, penalty, deficiency, award or judgment incurred or suffered by any Indemnified Party arising out of or resulting from the
indemnified matter, including reasonable fees and expenses of attorneys, consultants, accountants or other agents and experts reasonably
incident to matters indemnified against, and the costs of investigation and/or monitoring of such matters, and the costs of enforcement
of the indemnity; provided, however, that no Purchaser Indemnitee shall be entitled to indemnification under this Section
11.2 for Damages that constitute (i) Damages that are waived or not recoverable under Section 12.18, or (ii) any
liability, loss, cost, expense, claim, award or judgment to the extent resulting from or increased by the actions or omissions
of any Purchaser Indemnitee after the Effective Time.


 


(f)          Notwithstanding
any other provision of this Agreement or a document to be delivered hereto to the contrary, any claim for indemnity to which a
Seller Indemnitee or Purchaser Indemnitee is entitled must be asserted by and through Seller or Purchaser, as applicable.


 


(g)          The
amount of any Damages for which an Indemnified Party is entitled to indemnity under Article 11 shall be reduced by the amount
of insurance proceeds realized by the Indemnified Party or its Affiliates with respect to such Damages (net of any collection costs
and excluding the proceeds of any insurance policy issued or underwritten by the Indemnified Party or its Affiliates). Upon the
request of the Indemnifying Party, the Indemnified Party shall provide the Indemnifying Party with information sufficient to allow
the Indemnifying Party to calculate the amount of the indemnity payment in accordance with this Agreement. An Indemnified Party
shall take all reasonable steps to mitigate damages in respect of any Damages for which it is seeking indemnification and shall
use commercially reasonable efforts to avoid costs or expenses associated with such Damages and, if such costs and expenses cannot
be avoided, to minimize the amount thereof.


 


Section 11.3         Indemnification
Actions. All claims for indemnification under Section 11.2 shall be asserted and resolved as follows:


 


(a)          For
purposes of this Article 11, the term “Indemnifying Party” when used in connection with particular Damages
shall mean the Party having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this
Article 11, and the term “Indemnified Party” when used in connection with particular Damages shall mean
the Person or Persons having the right to be indemnified with respect to such Damages by another Party pursuant to this Article
11, subject to Section 11.2(f).


 




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(b)          To
make a claim for indemnification under Article 11, an Indemnified Party shall notify the Indemnifying Party of its claim
under this Section 11.3, including the specific details of and specific basis under this Agreement for its claim (the “Claim
Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified
Party (a “Third Party Claim”), the Indemnified Party shall provide its Claim Notice promptly after the Indemnified
Party has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the
Third Party Claim; provided that the failure of any Indemnified Party to give notice of a Third Party Claim as provided in this
Section 11.3 shall not relieve the Indemnifying Party of its obligations under Section 11.2 except to the extent
such failure prejudices the Indemnifying Party’s ability to defend against the Third Party Claim. In the event that the claim
for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice
shall specify the representation, warranty, covenant or agreement which was inaccurate or breached.


 


(c)          In
the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Party shall have fourteen (14) Business
Days from its receipt of the Claim Notice to notify the Indemnified Party whether it admits or denies its liability to defend the
Indemnified Party against such Third Party Claim at the sole cost and expense of the Indemnifying Party. The Indemnified Party
is authorized, prior to and during such fourteen (14) Business Day period, to file any motion, answer or other pleading that it
shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and that is not prejudicial to
the Indemnifying Party all costs of which shall be included as Damages in respect of such claim for indemnification. The failure
to provide notice to the Indemnified Party shall be deemed to be denial of liability, except as may be provided in a subsequent
notice from the Indemnifying Party to the Indemnified Party.


 


(d)          If
the Indemnifying Party admits its liability, it shall have the right and obligation to diligently defend, at its sole cost and
expense, the Third Party Claim. The Indemnifying Party shall have full control of such defense and all related Proceedings, including
any compromise or settlement thereof. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate, at the
sole cost of the Indemnifying Party, in contesting any Third Party Claim which the Indemnifying Party elects to contest. The Indemnified
Party may participate in, but not control, at its sole cost without any right of reimbursement, any defense or settlement of any
Third Party Claim controlled by the Indemnifying Party pursuant to this Section 11.3(d). Irrespective of whether the Indemnified
Party elects to participate in contesting a Third Party Claim subject to this Section 11.3(d) in accordance with the foregoing
sentence, the Indemnifying Party at its sole cost and expense shall provide to the Indemnified Party the following information
with respect to the Third Party Claim: all filings made by any party; all written communications exchanged between any parties
to the extent available to the Indemnifying Party and not subject to a restriction on disclosure to the Indemnified Party or potential
waiver of attorney-client privilege in favor of the Indemnifying Party or the Indemnified Party; and all orders, opinions, rulings
or motions. The Indemnifying Party shall deliver the foregoing items to the Indemnified Party promptly after they become available
to the Indemnifying Party. An Indemnifying Party shall not, without the written consent of the Indemnified Party (which shall not
be unreasonably withheld, conditioned or delayed), (i) settle any Third Party Claim or consent to the entry of any judgment with
respect thereto which does not include a written release of the Indemnified Party from all liability in respect of such Third Party
Claim, or (ii) settle any Third Party Claim or consent to the entry of any judgment with respect thereto in any manner that may
materially and adversely affect the Indemnified Party, in each case except for any settlement made by the Indemnifying Party in
which the only consideration is the payment of money damages (or similar consideration) and/or obligations undertaken by the Indemnifying
Party and which payment and/or undertaking would otherwise resolve all or a portion of the Third Party Claim.


 




    		53	 



     


    

 


(e)          If
the Indemnifying Party does not admit its liability or admits its liability but fails to diligently prosecute or settle the Third
Party Claim, then the Indemnified Party shall have the right to defend against the Third Party Claim at the sole cost and expense
of the Indemnifying Party, with counsel of the Indemnified Party’s choosing, subject to the right of the Indemnifying Party
to admit its liability and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof.
If the Indemnifying Party has not yet admitted its liability for a Third Party Claim, the Indemnified Party shall send written
notice to the Indemnifying Party of any proposed payment or settlement, whether whole or partial, and the Indemnifying Party shall
have the option for ten (10) days following receipt of such notice to (i) admit in writing its liability for the Third Party
Claim or portion thereof and (ii) if liability is so admitted, reject, in its reasonable judgment, the proposed payment or settlement.
If the Indemnifying Party fails to respond and admit in writing its liability during such ten (10) day period, the Indemnifying
Party will be deemed to have denied liability and not approved such proposed payment or settlement. Notwithstanding the foregoing,
the Indemnified Party shall not settle any Third Party Claim without the prior written consent of the Indemnifying Party.


 


(f)          In
the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Party shall have thirty (30) days
from its receipt of the Claim Notice to (i) cure or remedy the Damages complained of, (ii) admit its liability for such Damages
or (iii) dispute the claim for such Damages. If the Indemnifying Party does not notify the Indemnified Party within such 30-day
period that it has cured or remedied the Damages or that it disputes the claim for such Damages, the Indemnifying Party shall be
deemed to have disputed the claim for such Damages.


 


Section 11.4         Limitation
on Actions.


 


(a)          All
representations and warranties of Seller and Purchaser contained herein shall survive until the date that is one (1) year counted
from and after the Closing Date and expire thereafter; provided, however, that (i) the representation and warranty of Seller
contained in Section 5.18 and Section 5.21 shall expire on the Closing Date, and (ii) the representations and warranties
of Seller contained in Sections 5.2, 5.3, 5.4, 5.6 and 5.8, and the representations and warranties
of Purchaser contained in Sections 6.1, 6.2, 6.3, 6.5, 6.8, 6.9 and 6.10 shall
survive until the expiration of the applicable statute of limitations period. The covenants and other agreements of Seller and
Purchaser set forth in this Agreement to be performed on or before Closing shall expire on the day following the Closing Date and
each other covenant and agreement of Seller and Purchaser shall survive the Closing until fully performed in accordance with its
terms and expire thereafter. The affirmations of representations, warranties, covenants and agreements contained in the certificate
delivered by each Party at Closing pursuant to Sections 9.2d) and 9.3e), as applicable, shall survive the Closing
as to each representation, warranty, covenant and agreement so affirmed for the same period of time that the specific representation,
warranty, covenant or agreement survives the Closing pursuant to this Section 11.4, and shall expire thereafter. Representations,
warranties, covenants and agreements shall terminate and be of no further force and effect after the respective date of their expiration,
after which time no claim may be asserted thereunder by any Person, provided that there shall be no termination of any bona fide
claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration
or termination date.


 




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(b)          The
indemnities in Sections 11.2b)iii) and 11.2b)iv) shall terminate as of the termination date of each respective representation,
warranty, covenant or agreement that is subject to indemnification, except in each case as to matters for which a specific written
claim for indemnity has been delivered to the Indemnifying Party on or before such termination date. Purchaser’s indemnities
in Sections 7.7, 11.2b)i), 11.2b)ii) and 11.2b)v) shall continue without time limit. Seller’s
indemnities in Section 11.2(c)(ii), Section 11.2(c)(iii), Section 11.2(c)(iv) shall survive until the date
that is one (1) year from and after the Closing Date and expire thereafter, except in each case as to matters for which a specific
written claim for indemnity has been delivered to the Indemnifying Party on or before such termination date. Seller’s indemnities
in Section 11.2(c)(v) and Section 11.2(c)(vi) shall terminate as of the termination date of each respective representation,
warranty, covenant or agreement that is subject to indemnification. Seller’s indemnity in Section 11.2(c)(i) and Section
11.2(c)(vii) shall continue without time limit, subject however to applicable statutes of limitations. Seller’s other
indemnity obligations under Section 11.2(c) shall terminate and be of no further force and effect after the respective date
of their expiration, after which time no claim may be asserted thereunder by any Person, provided that there shall be no termination
of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant or agreement
prior to its expiration or termination date.


 


(c)          Notwithstanding
anything to the contrary contained elsewhere in this Agreement, except for (i) claims for indemnification under Section 11.2(c)(i)
and Section 11.2(c)(vii), (ii) claims for breaches of the Special Warranty, (iii) claims based on a breach of Seller’s
representation in Section 5.6 or Section 5.8 or (iv) the adjustments to the Purchase Price under Section 2.2
and any payments in respect thereof:


 


(i)          Seller
shall not be required to indemnify any Person under Section 11.2(c) for any individual liability, loss, cost, expense, claim,
award or judgment that does not exceed One Hundred Thousand Dollars ($100,000), and such individual Damages may not be applied
towards the Indemnity Deductible;


 


(ii)         Subject
to Section 11.4(c)(i), Seller shall not have any liability for indemnification under Section 11.2(c) until and unless
the aggregate amount of the liability for all Damages for which Claim Notices are timely delivered by Purchaser exceeds a deductible
amount equal to one and one half percent (1.5%) of the Purchase Price (the “Indemnity Deductible”), after which
point Purchaser (or Purchaser Indemnitees) shall be entitled to claim Damages in excess of the Indemnity Deductible;


 


(iii)        Subject
to Section 11.4(c)(i) and Section 11.4(c)(ii), Seller shall not have any liability for indemnification under Section
11.2(c)(vi) for breach of Section 5.15 with respect to a preferential right or Consent Requirement in excess of the
Allocated Value of the Asset affected thereby; and


 




    		55	 



     


    

 


(iv)        Seller
shall not be required to indemnify Purchaser and Purchaser Indemnitees for aggregate Damages in excess of ten percent (10%) of
the Purchase Price.


 


(d)          Notwithstanding
anything to the contrary contained in this Agreement, in addition to the foregoing limitations, in no event shall Seller’s
aggregate liability to Purchaser and Purchaser Indemnitees under the Agreement at any time exceed the Purchase Price.


 


(e)          Notwithstanding
anything to the contrary contained in this Agreement, in no event shall Seller have any obligations for indemnification with respect
to any claim for breach of the representation and warranty set forth in Section 5.21.


 


Section
11.5         Recording. As soon as practicable after
Closing, Purchaser shall record the Conveyances in the appropriate counties as well as the appropriate governmental agencies
and provide Seller with copies of all recorded or approved instruments.


 


Section 11.6         [intentionally
omitted]


 


Article
12

MISCELLANEOUS


 


Section
12.1         Counterparts. 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. Delivery of an executed counterpart signature page by facsimile or electronic transmittal (PDF) is as
effective as executing and delivering this Agreement in the presence of other Parties to this Agreement.


 


Section
12.2         Notice. All notices which are required or may
be given pursuant to this Agreement shall be sufficient in all respects if given in writing and delivered personally, by
facsimile or by registered or certified mail, postage prepaid, as follows:


 


	If to Seller:	Samson Oil & Gas USA
	 	1331 17th Street, Suite 710
	 	Denver, CO 80202
	 	Attn: Terry Barr
	 	Telephone: 303-295-0344
	 	Fax: 303-295-1961
	 	Email: terry.barr@samsonoilandgas.com


 




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	If to Purchaser:	Eagle Energy Partners I, LLC
	 	2501 6th St. SE, Suite B
	 	Minot, ND 58701-3153
	 	Attn:  Pat Nickodemus
	 	Telephone: 970.556.0814
	 	Email: PNickodemus@empire-co.com


 


Either Party may change
its address for notice by notice to the other in the manner set forth above. All notices shall be deemed to have been duly given
(a) when physically delivered in person to the Party to which such notice is addressed, (b) when transmitted to the Party to which
such notice is addressed by confirmed facsimile transmission or electronic transmission, or (c) at the time of receipt by the Party
to which such notice is addressed.


 


Section
12.3         Sales or Use Tax Recording Fees and Similar Taxes and
Fees. Purchaser and Seller shall each bear fifty percent (50%) of any sales, use, excise, real property
transfer, registration, capital, documentary, stamp or transfer Taxes, recording fees and similar Taxes and fees incurred and
imposed upon, or with respect to, the property transfers or other transactions contemplated hereby. Seller will determine,
and Purchaser agrees to cooperate with Seller in determining, sales Tax, if any, that is due in connection with the sale of
Assets and Purchaser agrees to pay fifty percent (50%) of any such Tax to Seller at Closing. If such transfers or
transactions are exempt from any such Taxes or fees upon the filing of an appropriate certificate or other evidence of
exemption, Purchaser and Seller will cooperate in a timely manner to furnish such certificate or evidence to the
appropriate party.


 


Section
12.4         Expenses. Except as provided in Section
12.3, all expenses incurred by Seller in connection with or related to the authorization, preparation or execution of
this Agreement, the conveyances delivered hereunder and the Exhibits and Schedules hereto and thereto, and all other matters
related to the Closing, including all fees and expenses of counsel, accountants and financial advisers employed by Seller,
shall be borne solely and entirely by Seller, and all such expenses incurred by Purchaser shall be borne solely and entirely
by Purchaser.


 


Section
12.5         Change of Name. Unless otherwise authorized by
Seller in writing, as promptly as practicable, but in any case within thirty (30) days after the Closing Date, Purchaser
shall eliminate the name “Samson Oil and Gas USA” and any variants thereof from the Assets acquired pursuant to
this Agreement and, except with respect to such grace period for eliminating existing usage, shall have no right to use any
logos, trademarks or trade names belonging to Seller or any of its Affiliates.


 


Section
12.6         Replacement of Asset Bonds. The Parties
understand that none of the Asset Bonds are to be transferred to Purchaser. On or before Closing, Purchaser shall obtain, or
cause to be obtained in the name of Purchaser, the corresponding Asset Bonds as necessary to permit the cancellation or
proportionate adjustment thereof, as applicable, and to consummate the transactions contemplated by this Agreement. Purchaser
may also provide evidence that such new Asset Bonds are not necessary as a result of existing Asset Bonds that Purchaser has
previously posted as long as such existing Asset Bonds are adequate to secure the release of or proportionately adjust, as
applicable, those posted by Seller and to consummate the transactions contemplated by this Agreement.


 




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Section
12.7         Governing Law and Venue. This Agreement and
the legal relations between the Parties shall be governed by and construed in accordance with the Laws of the State of North
Dakota without regard to principles of conflicts of Law that would direct the application of the Law of another jurisdiction.
The venue for any action brought under this Agreement shall be Denver County, Colorado.


 


Section
12.8         Jurisdiction; Waiver of Jury Trial. EACH PARTY
CONSENTS TO PERSONAL JURISDICTION IN ANY ACTION BROUGHT IN THE UNITED STATES FEDERAL COURTS LOCATED WITHIN DENVER COUNTY,
COLORADO (OR, IF JURISDICTION IS NOT AVAILABLE IN THE UNITED STATES FEDERAL COURTS, TO PERSONAL JURISDICTION IN ANY ACTION
BROUGHT IN THE STATE COURTS LOCATED IN DENVER COUNTY, COLORADO) WITH RESPECT TO ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT
OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT, AND EACH OF THE PARTIES AGREES THAT ANY ACTION INSTITUTED BY IT
AGAINST THE OTHER WITH RESPECT TO ANY SUCH DISPUTE, CONTROVERSY OR CLAIM (EXCEPT TO THE EXTENT A DISPUTE, CONTROVERSY, OR
CLAIM ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THE DETERMINATION OF A TITLE DEFECT, TITLE BENEFIT OR
ENVIRONMENTAL DEFECT PURSUANT TO SECTION 3.4(h)
OR SECTION 4.4(b),
OR THE DETERMINATION OF PURCHASE PRICE ADJUSTMENTS PURSUANT TO SECTION 9.4(b) IS
REFERRED TO AN EXPERT PURSUANT TO THOSE SECTIONS) WILL BE INSTITUTED EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF COLORADO (OR, IF JURISDICTION IS NOT AVAILABLE IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO,
THEN EXCLUSIVELY IN THE STATE COURTS LOCATED IN DENVER COUNTY, COLORADO). THE PARTIES HEREBY 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. IN ADDITION, EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE BRINGING OF ANY SUCH ACTION IN THE RESPECTIVE JURISDICTIONS REFERENCED IN THIS SECTION.


 


Section 12.9         Captions.
The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or
interpretation of any provision of this Agreement.


 




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Section
12.10         Amendment; Waivers. No amendment,
modification or discharge of this Agreement, and no waiver under this Agreement, shall be valid or binding unless set forth
in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is
sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall
in no way impair the rights of the Party granting such waiver in any other respect or at any other time. The waiver by either
of the Parties of a breach of or a default under any of the provisions of this Agreement, or to exercise any right or
privilege under this Agreement, shall not be construed as a waiver of any other breach or default of a similar nature, or as
a waiver of any of such provisions, rights or privileges under this Agreement.


 


Section
12.11         Assignment. No Party shall assign all or any
part of this Agreement, nor shall any Party assign or delegate any of its rights or duties hereunder, without the prior
written consent of the other Party and any assignment or delegation made without such consent shall be void and of no effect, provided, however,
that Purchaser shall be free to partially assign this Agreement prior to Closing to another oil and gas company without the
consent of Seller provided, that, such assignment shall not relieve Purchaser of any or all of its obligations
under this Agreement and the transactions contemplated hereby and Purchaser and its assignee shall be jointly and severally
liable for any and all of the obligations of Purchaser under this Agreement and the transactions contemplated hereby. This
Agreement shall inure to the benefit of, and be binding on and enforceable by and against, the Parties and their respective
successors and permitted assigns. Notwithstanding the foregoing, nothing in this Agreement shall prohibit a Party from
selling or disposing of an interest in the Assets after Closing to another Person, subject to the other terms of this
Agreement and all applicable agreements, instruments, obligations, covenants and burdens binding on the Assets, provided that
such sale or disposition shall not relieve the selling or disposing Party of any covenant or obligation under this
Agreement or any document or instrument delivered hereunder. Any assignment or transfer of any Assets by Purchaser, its
successors and assigns shall require the transferee to expressly assume the obligations set forth in Section 7.13 and Section
7.13 with respect to the transferred Assets, otherwise such assignment or transfer shall be null and void. Any assignment
or transfer of any interest in the Schmitz Wellsite or the Properties related thereto by Purchaser, its successors and
assigns shall require the transferee to expressly assume the obligations set forth in Section 7.14 with respect to the GTO
Tank and Equipment and the GTO Agreement, otherwise such assignment or transfer shall be null and void.


 


Section
12.12         Entire Agreement. This Agreement and the
documents to be executed hereunder and the Exhibits and Schedules attached hereto, together with the Confidentiality
Agreement, constitute the entire agreement between 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. In the event of a conflict between the Confidentiality Agreement and this Agreement, the terms and
provisions of this Agreement shall prevail.


 


Section
12.13         No Third Person Beneficiaries. Nothing in
this Agreement shall entitle any Person other than Purchaser and Seller to any claims, cause of action, remedy or right of
any kind, except the rights expressly provided to the Persons described in Section 11.2(f).


 




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Section
12.14         Public Announcements. The Parties acknowledge
and agree that no press release or other public announcement, or public statement or comment in response to any inquiry, or
other disclosure that is reasonably expected to result in a press release or public announcement, relating to the subject
matter of this Agreement shall be issued or made by Seller or Purchaser, or their respective Affiliates, without the joint
written approval of Seller and Purchaser, each of which may withhold its approval in its sole discretion; provided that, a
press release or other public announcement, or public statement or comment in response to any inquiry, made without such
joint approval shall not be in violation of this Section if it is made in order for the disclosing Party or any of its
Affiliates to comply with applicable Laws or stock exchange rules or regulations and provided (a) it is limited to those
disclosures that are required to so comply and (b) the disclosing Party provides the other Party with prior written notice of
the disclosure and a reasonable opportunity to provide comments thereon. Notwithstanding the foregoing, this Section
12.14 shall not restrict any Party from recording the Conveyances delivered at Closing, making disclosures that are
required pursuant to Contracts or Leases, or from complying with any disclosure requirements of Governmental Bodies that are
applicable to or triggered by the transfer of the Assets or of the operation thereof.


 


Section
12.15         Invalid Provisions. If any provision of this
Agreement is held to be illegal, invalid or unenforceable under present or future Laws effective during the term hereof, such
provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof; and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from
this Agreement.


 


Section
12.16         References. In this Agreement:


 


(a)          The
table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement;


 


(b)          References
to any agreement or contract are to that agreement or contract as amended, modified, or supplemented from time to time, except
where the context otherwise requires;


 


(c)          References
to any Person includes his successors and permitted assigns;


 


(d)          References
to any Law are to that Law as amended from time to time (unless the context requires otherwise), and to the regulations, if any,
promulgated thereunder,


 


(e)          References
to any gender includes a reference to all other genders;


 


(f)          References
to the singular includes the plural, and vice versa;


 


(g)          Reference
to any Article or Section means an Article or Section of this Agreement;


 


(h)          Reference
to any Exhibit or Schedule means an Exhibit or Schedule to this Agreement, all of which are incorporated into and made a part of
this Agreement;


 


(i)          References
to $ or Dollars means United States Dollars.


 




    		60	 



     


    

 


(j)          Unless
expressly provided to the contrary, “hereunder,” “hereof,” “herein” and words of similar import
are references to this Agreement as a whole and not any particular Section or other provision of this Agreement; and


 


(k)          “Include”
and “including” shall mean include or including without limiting the generality of the description preceding such term.


 


Section
12.17         Construction. Each of Seller and Purchaser
has had substantial input into the drafting and preparation of this Agreement and has had the opportunity to exercise
business discretion in relation to the negotiation of the details of the transaction contemplated hereby. This Agreement is
the result of arm’s-length negotiations from equal bargaining positions.


 


Section
12.18         Limitation on Damages. EXCEPT WITH RESPECT TO
BREACHES OF SECTION 7.12, SECTION 7.13, OR SECTION 7.14 BY PURCHASER, Notwithstanding
anything to the contrary contained herein, none of Purchaser, Seller or any of their respective Affiliates OR INDEMNITEES
shall be entitled to either punitive, SPECIAL, INDIRECT or consequential damages (INCLUDING LOSS OF PROFITS, REVENUE OR
PRODUCTION) in connection with this Agreement and the transactions contemplated hereby and each of Purchaser and Seller,
for itself and on behalf of its Affiliates AND INDEMNITEES, hereby expressly waives any right to punitive, SPECIAL, INDIRECT
or consequential damages (INCLUDING LOSS OF PROFITS, REVENUE OR PRODUCTION) in connection with this Agreement and the
transactions contemplated hereby, except to the extent an Indemnified Party is required to pay punitive, SPECIAL, INDIRECT or
consequential damages (INCLUDING LOSS OF PROFITS, REVENUE OR PRODUCTION) to a third PERSON that is not an Indemnified
Party.


 


Article
13

definitionS


 


“Additional
Leases” has the meaning set forth in Section 1.2(a)(v).


 


“Adjusted
Purchase Price” has the meaning set forth in Section 2.1.


 


“Adjustment
Period” has the meaning set forth in Section 2.2.


 


“Affiliates”
with respect to any Person, means any Person that directly or indirectly controls, is controlled by or is under common control
with such Person.


 


“Agreed Interest
Rate” shall mean simple interest computed at the rate of the prime interest rate as published in the Wall Street Journal.


 




    		61	 



     


    

 


“Agreement”
has the meaning set forth in the first paragraph of this Agreement.


 


“Allocated
Value” has the meaning set forth in Section 2.3.


 


“Assessment”
has the meaning set forth in Section 4.1.


 


“Assets”
has the meaning set forth in Section 1.2.


 


“Asset Bonds”
means all bonds, letters of credit, guarantees or similar instruments or obligations, if any, posted or promised by Seller with
Governmental Bodies, or to the extent securing Assumed Seller Obligations, posted or promised by Seller with other third Persons,
in each case relating to the ownership or operation of the Assets, including lease bonds, operator bonds and plugging and abandonment
bonds.


 


“Assumed Seller
Obligations” has the meaning set forth in Section 11.2(a).


 


“Bakken Pool”
means those stratigraphic units between the top of the upper Bakken Shale Formation and the top of the Nisku Formation commonly
known as the Bakken Formation and without limiting the foregoing expressly includes the stratigraphic equivalent of 10,637’
to 10,887’, true vertical depths, as seen on the on the Platform Express log run in the Martell 36-25 HTF2 Well (API # 33053048250000)
located in Section 36, Township 151N, Range 103W, McKenzie County North Dakota.


 


“Base of the
Madison Formation” has the meaning set forth in Section 1.2(a)(i).


 


“Business
Day” means each calendar day except Saturdays, Sundays, and federal holidays.


 


“Casualty
Assets” has the meaning set forth in Section 3.6.


 


“Charter Documents”
means, with respect to any Person, the certificate of incorporation, articles of incorporation or association, or certificate of
formation and by-laws, the limited liability company agreement, or limited partnership agreement or other agreement or agreements
that establish the legal personality of such Person, in each case as amended to date.


 


“Claim Notice”
has the meaning set forth in Section 11.3(b).


 


“Closing”
has the meaning set forth in Section 9.1(a).


 


“Closing Date”
has the meaning set forth in Section 9.1(b).


 


“Closing Payment”
has the meaning set forth in Section 9.4(a).


 


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


 


“Commingled
Leases” has the meaning set forth in Section 1.2(a)(iii).


 




    		62	 



     


    

 


“Confidentiality
Agreement” means the Confidentiality Agreement between Purchaser and Seller dated [___________], 2018.


 


“Consent Requirement”
has the meaning set forth in Section 3.5(a).


 


“Contracts”
has the meaning set forth in Section 1.2(c).


 


“Conveyance”
has the meaning set forth in Section 3.1(b).


 


“COPAS”
has the meaning set forth in Section 1.4(b).


 


“Cure Period”
has the meaning set forth in Section 3.4(c).


 


“Damages”
has the meaning set forth in Section 11.2(e).


 


“Defensible
Title” has the meaning set forth in Section 3.2(a).


 


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


 


“DSU”
means the drilling and spacing unit created and formed pursuant to North Dakota Law.


 


“Effective
Time” has the meaning set forth in Section 1.4(a).


 


“Enhanced
Recovery Agreement” has the meaning set forth in Section 7.16.


 


“Enhanced
Recovery Reporting Requirements” has the meaning set forth in Section 7.16.


 


“Environmental
Arbitrator” has the meaning set forth in Section 4.4(b).


 


“Environmental
Claim Date” has the meaning set forth in Section 4.3.


 


“Environmental
Consultant” has the meaning set forth in Section 4.1.


 


“Environmental
Defect” has the meaning set forth in Section 4.3.


 


“Environmental
Defect Amount” has the meaning set forth in Section 4.3.


 


“Environmental
Defect Deductible” has the meaning set forth in Section 4.4(c).


 


“Environmental
Defect Notice” has the meaning set forth in Section 4.3.


 




    		63	 



     


    

 


“Environmental
Laws” means, as the same have been amended as of the Effective Time, the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et
seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401
et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control
Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency
Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; and the Safe Drinking Water Act, 42 U.S.C.
§§ 300f through 300j; and all similar Laws as of the Effective Time of any Governmental Body having jurisdiction over
the property in question addressing pollution or protection of the environment, and all regulations implementing the foregoing.
Notwithstanding the foregoing, the phrase “violation of Environmental Laws” and words of similar import used herein
shall mean, as to any given Asset, the violation of or failure to meet specific objective requirements or standards that are clearly
applicable to such Asset under applicable Environmental Laws where such requirements or standards are in effect as of the Effective
Time. The phrase does not include good or desirable operating practices or standards that may be employed or adopted by other oil
or gas well operators or recommended by a Governmental Body.


 


“Environmental
Liabilities” shall mean any and all environmental response costs (including costs of Remediation), Damages, natural resource
damages, settlements, consulting fees, expenses, penalties, fines, orphan share, prejudgment and post-judgment interest, court
costs, attorneys’ fees, and other liabilities incurred or imposed (a) pursuant to any order, notice of responsibility, directive
(including requirements embodied in Environmental Laws), injunction, judgment or similar act (including settlements) by any Governmental
Body to the extent arising out of any violation of, or remedial obligation under, any Environmental Law which is attributable to
the ownership or operation of the Properties prior to the Effective Time or (b) pursuant to any claim or cause of action by a Governmental
Body or other Person for personal injury, property damage, damage to natural resources, Remediation or response costs to the extent
arising out of any violation of, or any Remediation obligation under, any Environmental Law to the extent attributable to the ownership
or operation of the Properties prior to the Effective Time, provided that Environmental Liabilities excludes any of the foregoing
liabilities to the extent caused by or relating to NORM or otherwise disclosed in any Schedule.


 


“Environmental
Submission Date” has the meaning set forth in Section 4.4(b).


 


“Equipment”
has the meaning set forth in Section 1.2(e).


 


“Escrow Agent”
means [______________].


 


“Escrow Agreement”
means the Escrow Agreement by and among Seller, Purchaser and Escrow Agent, substantially in the form attached hereto as Exhibit
H.


 


“Excluded
Assets” has the meaning set forth in Section 1.3.


 


“Excluded
Records” means:


 


(a) all corporate, partnership,
limited liability company, financial and legal records, and income, margin, franchise and similar tax records of Seller, in each
case that relate to Seller’s business generally (whether or not relating to the Assets) and, without limiting the foregoing,
all accounting records relating to the period prior to the Effective Time;


 


(b) all books, data,
correspondence, records and files that relate solely to the Excluded Assets;


 




    		64	 



     


    

 


(c) copies of any other
records retained by Seller pursuant to Section 1.5;


 


(d) any books, records,
Governmental Authorizations, documents, correspondence, data, software, logs, files, maps and accounting records to the extent
disclosure or transfer, or a change of ownership, in connection with a sale of the Assets is restricted by third-Person agreement
or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 3.5, or subjected to payment
of a fee or other consideration by any license agreement or other agreement with a Person other than an Affiliate of Seller, or
by applicable Law, and for which no consent to transfer has been received or for which Purchaser has not agreed in writing to pay
the fee or other consideration, as applicable;


 


(e) all legal files,
records and correspondence of Seller, all records and correspondence protected by or subject to attorney-client privilege, all
engagements and similar letters and agreements with Seller’s legal advisors, and all work product of Seller’s legal
counsel, but excluding in each case the Leases, Contracts and title opinions (and any work product related thereto), it being agreed
that Purchaser shall have no right to claim, own or waive any attorney-client or similar privilege in favor of Seller or any of
its Affiliates with respect to the ownership or operation of the Assets;


 


(f) (i) other than the
provision (appropriately redacted) of the transaction agreement, pursuant to which Seller obtained the obligations relating to
the Jackson #1-29 Well, records and correspondence relating to the presentation, offer, negotiation or consummation of the sale
of the Assets or any interest in the Properties, or to the preparation or negotiation of this Agreement (or any similar transaction
agreement) or any Exhibit, Schedule or document to be delivered pursuant hereto, including marketing materials, research, pricing
or valuation information, bidding materials and bids, and correspondence and transaction documents exchanged with third Persons,
and (ii) all agreements and engagements of Seller or any Affiliate with investment advisors, underwriters, brokers or consultants
in connection with the foregoing; and


 


(g) Seller’s reserve
studies, estimates and evaluations, estimates and valuations of assets or unliquidated liabilities, pilot studies, engineering,
production, financial or economic studies, reports or forecasts, and any and all similar forward-looking economic, evaluative,
or financial information relating to the Assets, and all licensed or proprietary geological, geophysical or seismic data.


 


“Final Settlement
Date” has the meaning set forth in Section 3.5(a).


 


“Final Settlement
Statement” has the meaning set forth in Section 9.4(b).


 


“GAAP”
means United States generally accepted accounting principles, as consistently applied by Seller in accordance with its past practices.


 


“Governmental
Authorizations” has the meaning set forth in Section 5.14.


 


“Governmental
Body” means any federal, tribal, state, local, municipal, or other governments; any governmental, regulatory or administrative
agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative,
police, regulatory or taxing authority or power; and any court or governmental tribunal.


 




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“GTO”
has the meaning set forth in Section 7.14.


 


“GTO Agreement”
has the meaning set forth in Section 7.14.


 


“GTO Tank
and Equipment” has the meaning set forth in Section 1.3(n).


 


“Hazardous
Materials” means any toxic or hazardous material or substances; solid wastes, including asbestos, polychlorinated biphenyls,
mercury, flammable or explosive materials; radioactive materials, including naturally occurring radioactive materials; and any
other chemical, pollutant, contaminant, substance, or waste, including a petroleum or petroleum-derived substance or waste, that
is regulated under any Environmental Laws, including any substance that would require Remediation, clean-up, or other action if
spilled or released.


 


“Home Run
Reserved WI” shall have the meaning set forth in Section 1.3(o).


 


“Hydrocarbons”
means oil, gas, condensate and other gaseous and liquid hydrocarbons or any combination thereof, including scrubber liquid inventory
and ethane, propane, isobutene, nor-butane and gasoline inventories (excluding tank bottoms), and sulphur and other minerals extracted
from or produced from the foregoing hydrocarbons.


 


“Imbalance”
means any over-production, under-production, over-delivery, under-delivery or similar imbalance of Hydrocarbons produced from or
allocated to the Assets, regardless of whether such imbalance arises at the platform, wellhead, pipeline, gathering system, transportation
system, processing plant or other location.


 


“Indemnified
Party” has the meaning set forth in Section 11.3(a).


 


“Indemnifying
Party” has the meaning set forth in Section 11.3(a).


 


“Indemnitee”
means a Purchaser Indemnitee or Seller Indemnitee, as applicable.


 


“Indemnity
Deductible” has the meaning set forth in Section 11.4(c)(ii).


 


“Independent
Expert” has the meaning set forth in Section 9.4(b).


 


“Individual
Defect Threshold” has the meaning set forth in Section 3.4(i).


 


“Joint Surface
Use Agreement” has the meaning set forth in Section 1.2(a)(iv).


 


“Known Preferential
Rights and Consents” has the meaning set forth in Section 3.5.


 


“Lands”
has the meaning set forth in Section 1.2(a).


 


“Laws”
means any and all applicable laws, statutes, rules, regulations, ordinances, orders, codes, decrees, writs, injunctions, judgments,
or principles of common law that are promulgated, issued, or enacted by a Governmental Body.


 




    		66	 



     


    

 


“Leases”
has the meaning set forth in Section 1.2(a).


 


“Lowest Cost
Response” means the response required or allowed under Environmental Laws that cures, Remediates, removes or remedies
the applicable present condition alleged pursuant to an Environmental Defect Notice at the lowest cost (considered as a whole taking
into consideration any material negative impact such response may have on the operations of the relevant Assets and any potential
material additional costs or liabilities that may likely arise as a result of such response) sufficient to comply with Environmental
Laws or bring the affected Assets into compliance with applicable Environmental Laws, as compared to any other response that is
required or allowed under applicable Environmental Laws. The Lowest Cost Response shall include taking no action, leaving the condition
unaddressed, periodic monitoring or the recording of notices in lieu of Remediation, if such responses are allowed under applicable
Environmental Laws.


 


“Madison Leases”
has the meaning set forth in Section 1.2(a)(i).


 


“Material
Adverse Effect” means any adverse effect on the ownership, operation or value of the Assets, as currently operated, which
is material to the ownership, operation or value of the Assets, taken as a whole; provided, however, that the following shall not
be deemed to constitute, create, or cause a Material Adverse Effect: any changes, circumstances or effects that (a) affect generally
the oil and gas industry, such as fluctuations in the price of commodities, industry inputs, or Hydrocarbons, (b) result from international,
national, regional, state, or local economic conditions, (c) result from general developments or conditions in the oil and gas
industry, (d) result from changes in Laws (including regulatory or enforcement policy) applicable to Seller or its Affiliates,
(e) result from any of the transactions contemplated by this Agreement and any public announcement thereof, (f) result from the
failure of a Governmental Body to act or omit to act pursuant to Law, (g) result from acts of God or natural disasters, (h) result
from an outbreak or escalation of hostilities (whether nationally or internationally), or the occurrence of any other calamity
or crisis (whether nationally or internationally), including terrorist attacks, or (i) result from a condition that is cured or
eliminated on or before Closing.


 


“Mescalero
Agreement” has the meaning set forth in Section 3.3(v).


 


“Mescalero
APO Interest” means that certain five percent (5%) working interest (proportionately reduced) held by Mescalero Minerals,
LLC in and to the oil and gas leases subject to the Mescalero Agreement.


 


“NDIC”
has the meaning set forth in Section 7.16.


 


“Net Revenue
Interest” has the meaning set forth in Section 3.2(a)(i).


 


“NORM”
means naturally occurring radioactive material.


 


“Oasis”
has the meaning set forth in Section 1.2(a)(iv).


 


“Oasis Non-Compete”
has the meaning set forth in Section 7.13.


 


“Oasis PSA”
has the meaning set forth in Section 7.12.


 




    		67	 



     


    

 


“Oasis Requirements”
has the meaning set forth in Section 7.12.


 


“Oil and Gas
Leases” has the meaning set forth in Section 1.2(a).


 


“Oil and Gas
Wells” has the meaning set forth in Section 1.2(b).


 


“Party”
or “Parties” has the meaning set forth in the first paragraph of this Agreement.


 


“Permitted
Encumbrances” has the meaning set forth in Section 3.3.


 


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


 


“Proceeding”
means any suit, legal action, or legal, administrative, arbitration or other alternative dispute resolution proceeding, hearing
or formal investigation.


 


“Properties”
and “Property” have the meanings set forth in Section 1.2(c).


 


“Property
Costs” has the meaning set forth in Section 1.4(c).


 


“Property
Taxes” means all ad valorem, real property, personal property, severance, production and similar Taxes based upon or
measured by the ownership or operation of the Assets or the production of Hydrocarbons from or attributable thereto. The term “Property
Taxes” shall not include any income and franchise Taxes.


 


“Purchase
Price” has the meaning set forth in Section 2.1.


 


“Purchaser”
has the meaning set forth in the first paragraph of this Agreement.


 


“Purchaser
Indemnitees” means Purchaser, its Affiliates, and the officers, directors, managers, members, stockholders, general or
limited partners, employees, agents, representatives, advisors, subsidiaries, successors and assigns of Purchaser or its Affiliates.


 


“Records”
has the meaning set forth in Section 1.2(j).


 


“Red River
Leases” has the meaning set forth in Section 1.2(a)(ii).


 


“Remediation”
or “Remediate” means monitoring, sampling, analysis, removal action, remedial action, response action, corrective
action, mitigation, treatment or cleanup of Hazardous Materials or other similar actions as required by any applicable Environmental
Laws from soil, land surface, groundwater, sediment, surface water or subsurface strata.


 


“Scheduled
Closing Date” has the meaning set forth in Section 9.1(a).


 


“Schmitz Wellsite”
is defined in Section 1.3(n).


 


“Seller”
has the meaning set forth in the first paragraph of this Agreement.


 




    		68	 



     


    

 


“Seller Indemnitees”
shall mean Seller, its Affiliates, and the officers, directors, managers, members, stockholders, general or limited partners, employees,
agents, representatives, advisors, subsidiaries, successors and assigns of Seller or its Affiliates.


 


“Seller Indemnity
Obligations” has the meaning set forth in Section 11.2(c).


 


“Seller Operated
Assets” shall mean Assets operated by Seller or its Affiliates.


 


“Special Warranty”
has the meaning set forth in Section 7.10.


 


“Subject Property”
has the meaning set forth in Section 3.2(a)(i).


 


“Submission
Date” has the meaning set forth in Section 3.4(h).


 


“Suspended
Proceeds” has the meaning set forth in Section 7.11.


 


“Tax Returns”
has the meaning set forth in Section 5.8.


 


“Taxes”
means all federal, tribal, state, local, and foreign income, profits, franchise, sales, use, ad valorem, property, severance, production,
excise, stamp, documentary, real property transfer or gain, gross receipts, goods and services, registration, capital, transfer,
or withholding taxes or other governmental fees or charges imposed by any taxing authority, including any interest, penalties or
additional amounts which may be imposed with respect thereto.


 


“Termination
Date” has the meaning set forth in Section 10.1.


 


“Third Party
Claim” has the meaning set forth in Section 11.3(b).


 


“Title Arbitrator”
has the meaning set forth in Section 3.4(h).


 


“Title Benefit”
has the meaning set forth in Section 3.2(b).


 


“Title Benefit
Amount” has the meaning set forth in Section 3.4(g).


 


“Title Benefit
Notice” has the meaning set forth in Section 3.4(b).


 


“Title Benefit
Property” has the meaning set forth in Section 3.4(b).


 


“Title Claim
Date” has the meaning set forth in Section 3.4(a).


 


“Title Defect”
has the meaning set forth in Section 3.2c).


 


“Title Defect
Amount” has the meaning set forth in Section 3.4(f).


 


“Title Defect
Deductible” has the meaning set forth in Section 3.4(i).


 


“Title Defect
Notice” has the meaning set forth in Section 3.4(a).


 




    		69	 



     


    

 


“Title Defect
Property” has the meaning set forth in Section 3.4(a).


 


“Transition
Services Agreement” has the meaning set forth in Section 9.2(g).


 


“Units”
has the meaning set forth in Section 1.2(c).


 


“Wells”
has the meaning set forth in Section 1.2(b).


 


“Working Interest”
has the meaning set forth in Section 3.2(a)(ii).


  




    		70	 



     


    

 


IN WITNESS WHEREOF, this Agreement has been signed by each of
the Parties on the date first above written.


 


	 	 	SELLER
	 	 	 
	 	 	SAMSON OIL & GAS USA, INC.



 


	 	 	By:	/s/ Terry Barr
	 	 	Name: 	Terry Barr
	 	 	Title: 	Chief Executive Officer



 


	 	 	PURCHASER
	 	 	 
	 	 	EAGLE ENERGY PARTNERS I, LLC



 


	 	 	By:	/s/ Adrian Zajac
	 	 	Name:  	Adrian Zajac
	 	 	Title: 	Partner


 


Signature page to Purchase and Sale
Agreement