EX-10.1



 Exhibit 10.1 
 Execution Version 
 PURCHASE AND SALE AGREEMENT 

AMONG 

LEGACY ENERGY, INC. 
 AS SELLER 
 NIMIN ENERGY CORP. 

AS PARENT 

AND 

BREITBURN OPERATING L.P. 
 AS BUYER 







 TABLE OF CONTENTS 

 

									
	Article I     Assets	  	 	1	  
				
		 	Section 1.01	 	 Agreement to Sell and Purchase
	  	 	1	  
		 	Section 1.02	 	 Assets
	  	 	1	  
		 	Section 1.03	 	 Excluded Assets
	  	 	3	  
		
	Article II     Purchase Price	  	 	3	  
				
		 	Section 2.01	 	 Purchase Price
	  	 	3	  
		 	Section 2.02	 	 Property Values
	  	 	4	  
		 	Section 2.03	 	 Law
	  	 	4	  
		 	Section 2.04	 	 Effective Time
	  	 	4	  
		
	Article III     Title Matters	  	 	4	  
				
		 	Section 3.01	 	 Examination Period
	  	 	4	  
		 	Section 3.02	 	 Defensible Title and Permitted Encumbrances
	  	 	4	  
		 	Section 3.03	 	 Title Defect
	  	 	7	  
		 	Section 3.04	 	 Notice of Title Defects
	  	 	7	  
		 	Section 3.05	 	 Remedies for Title Defects and Title Benefits
	  	 	8	  
		 	Section 3.06	 	 Special Warranty of Title
	  	 	9	  
		 	Section 3.07	 	 Preferential Rights To Purchase
	  	 	9	  
		 	Section 3.08	 	 Consents to Assignment
	  	 	10	  
		 	Section 3.09	 	 Remedies for Title Benefits
	  	 	11	  
		
	Article IV     Environmental Matters	  	 	11	  
				
		 	Section 4.01	 	 Environmental Review
	  	 	11	  
		 	Section 4.02	 	 Environmental Definitions
	  	 	12	  
		 	Section 4.03	 	 Notice of Environmental Defects
	  	 	13	  
		 	Section 4.04	 	 Remedies for Environmental Defects
	  	 	14	  
		
	Article V     Representations and Warranties of Seller	  	 	15	  
				
		 	Section 5.01	 	 Seller’s Existence
	  	 	15	  
		 	Section 5.02	 	 Legal Power
	  	 	15	  
		 	Section 5.03	 	 Authority; Enforceability
	  	 	15	  
		 	Section 5.04	 	 Brokers
	  	 	15	  
		 	Section 5.05	 	 Bankruptcy
	  	 	15	  
		 	Section 5.06	 	 Suits
	  	 	16	  
		 	Section 5.07	 	 Royalties
	  	 	16	  
		 	Section 5.08	 	 Taxes
	  	 	16	  
		 	Section 5.09	 	 Leases; Easements; Contracts
	  	 	16	  
		 	Section 5.10	 	 Liens
	  	 	17	  
		 	Section 5.11	 	 Imbalances
	  	 	17	  
		 	Section 5.12	 	 No Conflict or Violation
	  	 	17	  
		 	Section 5.13	 	 Consents; Preferential Rights
	  	 	17	  
		 	Section 5.14	 	 Compliance with Laws
	  	 	17	  


  
 (i)










									
		 	Section 5.15	 	 Permits
	  	 	17	  
		 	Section 5.16	 	 Wells
	  	 	17	  
		 	Section 5.17	 	 Proposed Operations or Expenditures
	  	 	18	  
		 	Section 5.18	 	 Status of Seller
	  	 	18	  
		 	Section 5.19	 	 Environmental
	  	 	18	  
		 	Section 5.20	 	 Payout
	  	 	18	  
		 	Section 5.21	 	 Suspense Funds
	  	 	18	  
		
	Article VI     Representations and Warranties of Buyer	  	 	19	  
				
		 	Section 6.01	 	 Buyer’s Existence
	  	 	19	  
		 	Section 6.02	 	 Legal Power
	  	 	19	  
		 	Section 6.03	 	 Authority; Enforceability
	  	 	19	  
		 	Section 6.04	 	 Brokers
	  	 	19	  
		 	Section 6.05	 	 Bankruptcy
	  	 	19	  
		 	Section 6.06	 	 Suits
	  	 	19	  
		 	Section 6.07	 	 Qualifications
	  	 	20	  
		 	Section 6.08	 	 Investment
	  	 	20	  
		 	Section 6.09	 	 Financial Resources
	  	 	20	  
		 	Section 6.10	 	 Due Diligence Investigation
	  	 	20	  
		 	Section 6.11	 	 Approvals
	  	 	20	  
		
	Article VII     Seller’s Conditions to Close	  	 	20	  
				
		 	Section 7.01	 	 Representations
	  	 	20	  
		 	Section 7.02	 	 Performance
	  	 	20	  
		 	Section 7.03	 	 Pending Matters
	  	 	21	  
		 	Section 7.04	 	 Purchase Price
	  	 	21	  
		 	Section 7.05	 	 Execution and Delivery of the Closing Documents
	  	 	21	  
		 	Section 7.06	 	 Securityholder Approval
	  	 	21	  
		
	Article VIII     Buyer’s Conditions to Close	  	 	21	  
				
		 	Section 8.01	 	 Representations
	  	 	21	  
		 	Section 8.02	 	 Performance
	  	 	21	  
		 	Section 8.03	 	 Pending Matters
	  	 	21	  
		 	Section 8.04	 	 Execution and Delivery of the Closing Documents
	  	 	21	  
		 	Section 8.05	 	 Securityholder Approval
	  	 	21	  
		
	Article IX     Tax Matters	  	 	21	  
				
		 	Section 9.01	 	 Transfer Taxes
	  	 	21	  
		 	Section 9.02	 	 Asset Taxes
	  	 	22	  
		 	Section 9.03	 	 Tax Cooperation
	  	 	22	  
		 	Section 9.04	 	 Tax Definitions
	  	 	23	  
		
	Article X     The Closing	  	 	24	  
				
		 	Section 10.01	 	 Time and Place of the Closing
	  	 	24	  
		 	Section 10.02	 	 Adjustments to Purchase Price at the Closing
	  	 	24	  


  
 (ii)










									
		 	Section 10.03	 	 Closing Statement
	  	 	25	  
		 	Section 10.04	 	 Actions of Seller at the Closing
	  	 	25	  
		 	Section 10.05	 	 Actions of Buyer at the Closing
	  	 	26	  
		 	Section 10.06	 	 Actions of Parent at the Closing
	  	 	26	  
		
	Article XI     Termination	  	 	26	  
				
		 	Section 11.01	 	 Right of Termination
	  	 	26	  
		 	Section 11.02	 	 Effect of Termination
	  	 	27	  
		 	Section 11.03	 	 Termination Damages
	  	 	27	  
		 	Section 11.04	 	 Attorneys’ Fees, Etc
	  	 	29	  
		
	Article XII     Post-Closing Obligations	  	 	29	  
				
		 	Section 12.01	 	 Allocation of Expense and Revenues
	  	 	29	  
		 	Section 12.02	 	 Final Statement
	  	 	30	  
		 	Section 12.03	 	 Further Cooperation
	  	 	30	  
		
	Article XIII     Covenants and Operation of the Assets	  	 	31	  
				
		 	Section 13.01	 	 Operations after Effective Time
	  	 	31	  
		 	Section 13.02	 	 Limitations on the Operational Obligations and Liabilities of Seller
	  	 	32	  
		 	Section 13.03	 	 Special Meeting; Information Circular/Proxy Statement
	  	 	32	  
		 	Section 13.04	 	 Required Approvals
	  	 	33	  
		 	Section 13.05	 	 Operation of the Assets After the Closing
	  	 	34	  
		 	Section 13.06	 	 Casualty Loss
	  	 	35	  
		 	Section 13.07	 	 Operatorship
	  	 	35	  
		 	Section 13.08	 	 Records
	  	 	35	  
		 	Section 13.09	 	 Administrative Duties and Other Obligations
	  	 	36	  
		 	Section 13.10	 	 Reserved
	  	 	36	  
		 	Section 13.11	 	 No-Shop
	  	 	36	  
		 	Section 13.12	 	 Support Agreement
	  	 	42	  
		
	Article XIV     Obligations and Indemnification	  	 	42	  
				
		 	Section 14.01	 	 Retained Obligations
	  	 	42	  
		 	Section 14.02	 	 Assumed Obligations
	  	 	43	  
		 	Section 14.03	 	 Buyer’s Indemnification
	  	 	43	  
		 	Section 14.04	 	 Seller’s Indemnification – Third Party Non-Environmental Claims
	  	 	44	  
		 	Section 14.05	 	 Seller’s Indemnification – Third Party Environmental Claims
	  	 	44	  
		 	Section 14.06	 	 Notices and Defense of Indemnified Matters
	  	 	45	  
		
	Article XV     Limitations on Representations and Warranties	  	 	45	  
				
		 	Section 15.01	 	 Disclaimers of Representations and Warranties
	  	 	45	  
		 	Section 15.02	 	 Independent Investigation
	  	 	46	  
		 	Section 15.03	 	 Survival
	  	 	46	  
		
	Article XVI     Dispute Resolution	  	 	46	  
				
		 	Section 16.01	 	 General
	  	 	46	  


  
 (iii)










									
		 	Section 16.02	 	 Senior Management
	  	 	47	  
		 	Section 16.03	 	 Dispute by Independent Expert
	  	 	47	  
		 	Section 16.04	 	 Limitation on Arbitration
	  	 	47	  
		
	Article XVII     Miscellaneous	  	 	48	  
				
		 	Section 17.01	 	 Names
	  	 	48	  
		 	Section 17.02	 	 Expenses
	  	 	48	  
		 	Section 17.03	 	 Document Retention
	  	 	48	  
		 	Section 17.04	 	 Entire Agreement
	  	 	48	  
		 	Section 17.05	 	 Waiver
	  	 	48	  
		 	Section 17.06	 	 Publicity and Disclosure of Agreement
	  	 	48	  
		 	Section 17.07	 	 Reasonable Commercial Efforts
	  	 	49	  
		 	Section 17.08	 	 Construction
	  	 	49	  
		 	Section 17.09	 	 No Third Party Beneficiaries
	  	 	49	  
		 	Section 17.10	 	 Assignment
	  	 	49	  
		 	Section 17.11	 	 Governing Law
	  	 	49	  
		 	Section 17.12	 	 Notices
	  	 	49	  
		 	Section 17.13	 	 Severability
	  	 	50	  
		 	Section 17.14	 	 Time of the Essence
	  	 	50	  
		 	Section 17.15	 	 Counterpart Execution
	  	 	50	  
		 	Section 17.16	 	 Parent Liability
	  	 	50	  
		 	Section 17.17	 	 Financial Statements
	  	 	50	  


  
 (iv)









 EXHIBITS AND SCHEDULES 

 

			
	Exhibit A	  	– Subject Interests
	Exhibit B	  	– Wells and Interests
	Exhibit C	  	– Allocated Values
	Exhibit D	  	– Form of Assignment and Bill of Sale
	Exhibit E-1	  	– Form of Seller’s Officer’s Certificate
	Exhibit E-2	  	– Form of Parent’s Officer’s Certificate
	Exhibit F	  	– Form of Buyer’s Officer’s Certificate
	Exhibit G	  	– Form of Support Agreement
		
	Schedule 1.02(e)	  	– Contracts
	Schedule 1.03	  	– Excluded Assets
	Schedule 3.07	  	– Preferential Purchase Rights
	Schedule 3.08	  	– Consents
	Schedule 5.06	  	– Existing Claims and Litigation
	Schedule 5.08	  	– Taxes
	Schedule 5.11	  	– Imbalances
	Schedule 5.14	  	– Compliance with Laws
	Schedule 5.15	  	– Permits
	Schedule 5.16	  	– P&A Wells
	Schedule 5.17	  	– Proposed Operations or Expenditures
	Schedule 5.19	  	– Environmental
	Schedule 5.20	  	– Payout
	Schedule 5.21	  	– Suspense Funds
	Schedule 10.02(b)(iii)	  	– Liens for Taxes and Assessments
	Schedule 13.04	  	– Required Approvals
	Schedule 13.12	  	– Officers and Directors


  
 (v)









 DEFINITIONS 

 

			
	 TERM
	  	 SECTION

	Acquisition Proposal	  	Section 13.11(a)(i)
	Agreement	  	Preamble
	Allocated Values	  	Section 2.02
	Asset Taxes	  	Section 9.04(a)
	Assets	  	Section 1.02
	Assignment	  	Section 10.04(a)
	Assumed Obligations	  	Section 14.02
	Audited Special Financial Statements	  	Section 17.17(c)
	Business Days	  	Section 3.01
	Buyer	  	Preamble
	Buyer Additional Asset Taxes	  	Section 9.02
	Buyer’s Environmental Consultant	  	Section 4.01(a)
	Buyer’s Environmental Review	  	Section 4.01(a)
	Buyer Indemnitees	  	Section 14.04
	CERCLA	  	Section 4.02(c)
	Closing	  	Section 10.01
	Closing Date	  	Section 10.01
	Contracts	  	Section 1.02(e)
	Defensible Title	  	Section 3.02
	Disputes	  	Section 16.01
	Documents	  	Section 17.03
	Due Diligence Period	  	Section 13.11(a)(ii)
	Easements	  	Section 1.02(c)
	Effective Time	  	Section 2.04
	Environmental Defect	  	Section 4.02(a)
	Environmental Defect Value	  	Section 4.02(d)
	Environmental Permits	  	Section 5.19(b)
	Environmental Information	  	Section 4.01(b)
	Environmental Laws	  	Section 4.02(c)
	Examination Period	  	Section 3.01
	Exchange Act	  	Section 17.17(a)
	Excluded Assets	  	Section 1.03
	Final Settlement Date	  	Section 12.02(a)
	Final Statement	  	Section 12.02(b)
	Governmental Authority	  	Section 4.02(b)
	Hydrocarbons	  	Section 1.02(d)
	Independent Expert	  	Section 16.03(a)
	Information Circular	  	Section 13.03(b)
	Law	  	Section 2.03
	Leases	  	Section 1.02(a)
	Losses	  	Section 14.03


  
 (i)










			
	 TERM
	  	 SECTION

	Net Revenue Interest	  	Section 3.02(a)
	Notice of Disagreement	  	Section 12.02(a)
	Parent	  	Preamble
	Parent Securityholder Approval	  	Section 13.03(a)
	Parent Securityholders	  	Section 13.03(a)
	Party or Parties	  	Preamble
	Permits	  	Section 5.15
	Permitted Encumbrances	  	Section 3.02(d)
	Person	  	Section 1.02(g)
	Personal Property	  	Section 1.02(d)
	Proposed Final Statement	  	Section 12.02(a)
	Purchase Price	  	Section 2.01
	Purchase Price Adjustments	  	Section 10.02(c)
	Records	  	Section 1.02(f)
	Regulatory Authority	  	Section 13.04(a)
	Representatives	  	Section 13.11(b)
	Required Approvals	  	Section 13.04(a)
	Retained Obligations	  	Section 14.01
	SEC	  	Section 17.17(a)
	Securities Act	  	Section 17.17(a)
	Seller	  	Preamble
	Seller Additional Asset Taxes	  	Section 9.02
	Seller Indemnitees	  	Section 14.03
	Seller’s Auditor	  	Section 17.17(a)
	Special Financial Statements	  	Section 17.17(a)
	Special Meeting	  	Section 13.03(b)
	Statement	  	Section 10.03
	Straddle Period	  	Section 9.04(b)
	Subject Interest(s)	  	Section 1.02(a)
	Superior Proposal	  	Section 13.11(a)(ii)
	Tax or Taxes	  	Section 9.04(c)
	Tax Return	  	Section 9.04(d)
	Third Party	  	Section 1.02(g)
	Title Benefit	  	Section 3.09(a)
	Title Defect	  	Section 3.03
	Title Defect Value	  	Section 3.04(c)
	Transfer Taxes	  	Section 9.01
	Working Interest	  	Section 3.02(b)


  
 (ii)









 PURCHASE AND SALE AGREEMENT 

This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 24th day of April, 2012, by and among
Legacy Energy, Inc., a Delaware corporation (“Seller”), NiMin Energy Corp., an Alberta corporation, and owner of all of the outstanding shares of common stock of Seller (“Parent”), and BreitBurn Operating L.P., a
Delaware limited partnership (“Buyer”). Buyer, Seller and Parent are collectively referred to herein as the “Parties,” and are sometimes referred to individually as a “Party.” 

W I T N E S S E T H: 
 WHEREAS, Seller is willing to sell to Buyer, and Buyer is willing to purchase from Seller, the Assets (as defined in Section 1.02), all upon the terms and conditions hereinafter set forth;

 WHEREAS, the Board of Directors of Parent and Seller (i) have determined that the transaction is fair and in the best
interest of Parent and its stockholders and Seller and its stockholders and (ii) have approved and adopted this Agreement and the transaction contemplated by this Agreement; 

NOW, THEREFORE, in consideration of the mutual benefits derived and to be derived from this Agreement by each Party, Seller, Parent and
Buyer hereby agree as follows: 
 Article I 
 Assets 
 Section 1.01 Agreement to Sell and Purchase. Subject to and
in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer. 
 Section 1.02 Assets. Subject to Section 1.03, the term “Assets” shall mean all of Seller’s right, title and interest in and to: 

 

	 	(a)	the leasehold estates in and to the oil, gas and mineral leases described or referred to in Exhibit A (the “Leases”), the lands covered by the
Leases, and any fee interests, fee mineral interests, royalties, net profits interests and overriding royalty interests in and to the lands covered by the Leases, assignments and other documents of title described or referred to in Exhibit A,
all as more specifically described in Exhibit A (collectively, the “Subject Interests,” or singularly, a “Subject Interest”); 


 

	 	(b)	 all rights incident to the Subject Interests, including, without limitation, (i) all rights with respect to the use and occupation of the surface
of and the subsurface depths under the Subject Interests; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any Subject Interest being a part thereof, including all Hydrocarbon (as defined in
Subsection (d) of this Section 1.02) production after the Effective Time (as 










	 	
defined in Section 2.02) attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; 


 

	 	(c)	to the extent assignable or transferable, all easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises and other estates or similar rights
and privileges directly related to or used in connection with the Subject Interests (the “Easements”), including, without limitation, the Easements described or referred to in Exhibit A; 


 

	 	(d)	to the extent assignable or transferable, all personal property, equipment, fixtures, inventory and improvements located on or used in connection with the Subject
Interests and the Easements or with the production, treatment, sale or disposal of oil, gas or other hydrocarbons (collectively, “Hydrocarbons”), including, without limitation, all wells and well locations located on the lands
covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut in or abandoned, and whether for production, injection or disposal), including, without limitation,
the wells described in Exhibit B, wellhead equipment, pumps, pumping units, flowlines, pipelines, gathering systems, piping, tanks, buildings, treatment facilities, injection facilities, disposal facilities, compression facilities and
other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); 

  

	 	(e)	to the extent assignable or transferable, all contracts, agreements and other arrangements (excluding the Leases and the Easements) that directly relate to the Subject
Interests, the Leases or the Easements, including, without limitation, production sales contracts, farmout agreements, operating agreements, service agreements and similar arrangements (collectively, the “Contracts,” including,
without limitation, the Contracts described in Schedule 1.02(e)); 

  

	 	(f)	all books, records, files, muniments of title, reports and similar documents and materials, including, without limitation, lease records, well records and division
order records, well files, title records (including abstracts of title, title opinions and memoranda, and title curative documents related to the Assets), contracts and contract files and correspondence, in each case that relate to the foregoing
interests, in the possession of, and maintained by, Seller (collectively, the “Records”); 

  

	 	(g)	 all geological and geophysical data relating to the Subject Interests, other than such data which cannot be transferred without the consent of
(provided that Seller shall use commercially reasonable efforts to obtain such consent) or payment to any Third Party (unless paid by Buyer). For purposes of this Agreement, (i) “Person” means any individual, firm, corporation,
partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or 



  
 -2-










	 	
any other entity; and (ii) “Third Party” means any Person or entity, governmental or otherwise, other than Seller or Buyer, and their respective affiliates; the term
includes, but is not limited to, working interest owners, royalty owners, lease operators, landowners, service contractors and governmental agencies; and 

  

	 	(h)	any other assets that are located in the State of Wyoming or that are used or useful to the Assets described in Section 1.02(a) through
Section 1.02(g). 

 Section 1.03 Excluded Assets. Notwithstanding the foregoing, the Assets
shall not include, and there is excepted, reserved and excluded from the sale contemplated hereby (collectively, the “Excluded Assets”): (a) to the extent received by Seller or Buyer within 90 days after Closing, all credits
and refunds (other than those relating to Taxes, which are governed by Subsection (b) below) and all accounts, instruments and general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets with
respect to any period of time prior to the Effective Time; (b) to the extent received by Seller or Buyer within 90 days after Closing, all claims of Seller for refunds of or loss carry forwards with respect to (i) income or franchise Taxes
imposed on Seller, or (ii) any Taxes attributable to the other Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including
refunds of amounts paid under any gas gathering or transportation agreement, but excluding for the avoidance of doubt, any refunds of Asset Taxes; (c) to the extent received by Seller or Buyer within 90 days after Closing, all proceeds, income
or revenues (and any security or other deposits made) attributable to (i) the Assets for any period prior to the Effective Time, or (ii) any other Excluded Assets; (d) all of Seller’s proprietary computer software, technology,
patents, trade secrets, copyrights, names, trademarks and logos; (e) all of Seller’s rights and interests in geological and geophysical data which cannot be transferred without the consent of (provided that Seller shall use commercially
reasonable efforts to obtain such consent) or payment to any Third Party; (f) data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality or similar arrangements under agreements with Persons
unaffiliated with Seller; (g) to the extent received by Seller or Buyer within 90 days after Closing, all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any of the other
Excluded Assets; (h) all corporate, partnership and income Tax records of Seller; (i) vehicles, office equipment and supplies; and (j) the items described on Schedule 1.03. 

Article II 

Purchase Price 
 Section 2.01 Purchase Price. The total consideration for the purchase, sale and conveyance of the Assets to Buyer is Buyer’s payment to Seller of the sum of $98,050,000 (the “Purchase
Price”), as adjusted in accordance with the provisions of this Agreement. The adjusted Purchase Price shall be paid to Seller (or its designee) at Closing (as defined in Section 10.01) by means of a completed federal funds
transfer to an account designated in writing by Seller. 

  
 -3-









 Section 2.02 Property Values. Buyer and Seller have agreed on the allocation of
values among the Assets as set forth in Exhibit C (the “Allocated Values”). Seller and Buyer agree that the Allocated Values shall be used for federal income tax purposes, for computation of any adjustments to the
Purchase Price pursuant to the provisions of Article III and Article IV, and for all other purposes incident to this Agreement. 
 Section 2.03 Law. For the purposes of this Agreement, “Law” means any statute, Law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other official act
of or by any Governmental Authority. 
 Section 2.04 Effective Time. If the transactions contemplated hereby are
consummated in accordance with the terms and provisions hereof, the ownership of the Assets shall be transferred from Seller to Buyer on the Closing Date, and effective as of 7:00 a.m. local time where the Assets are located on April 1, 2012
(the “Effective Time”). 
 Article III 

Title Matters 
 Section 3.01 Examination Period. Following the execution date of this Agreement until the Closing (the “Examination Period”), Seller shall permit Buyer and/or its representatives
to examine, at all reasonable times, in Seller’s offices, all abstracts of title, title opinions, title files, ownership maps, lease files, contract files, assignments, division orders, operating and accounting records and agreements pertaining
to the Assets insofar as same may now be in existence and in the possession of Seller. “Business Days” means all calendar days excluding Saturdays, Sundays and U.S. legal holidays. 

Section 3.02 Defensible Title and Permitted Encumbrances. For purposes of this Agreement, the term “Defensible
Title” means, with respect to a given Asset, such ownership by Seller in such Asset that, subject to and except for the Permitted Encumbrances (as defined in Subsection (d) of this Section 3.02): 

 

	 	(a)	entitles Seller to receive not less than the percentage set forth in Exhibit B as Seller’s “Net Revenue Interest” of all Hydrocarbons
produced, saved and marketed from each well or unit as set forth in Exhibit B, all without reduction, suspension or termination of such interest throughout the productive life of such well; 


 

	 	(b)	obligates Seller to bear not greater than the percentage set forth in Exhibit B as Seller’s “Working Interest” of the costs and
expenses relating to the maintenance, development and operation of each well or unit as set forth in Exhibit B, all without increase throughout the productive life of such well; and 


 

	 	(c)	is free and clear of all liens, encumbrances and defects in title. 

  

	 	(d)	The term “Permitted Encumbrances” shall mean any of the following matters to the extent the same are valid and subsisting and affect the Assets:



  
 -4-










	 	(i)	the Contracts described in Schedule 1.02(e); 

  

	 	(ii)	any (A) undetermined or inchoate liens or charges constituting or securing the payment of expenses that were incurred incidental to the maintenance, development,
production or operation of the Assets or for the purpose of developing, producing or processing Hydrocarbons therefrom or therein, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’,
operators’ liens or other similar liens or charges for liquidated amounts arising in the ordinary course of business (1) that Seller has agreed to assume or pay pursuant to the terms hereof, or (2) for which Seller will pay or release
at the Closing; 

  

	 	(iii)	any liens for current period Taxes to the extent there has been a reduction in the Purchase Price under this Agreement for such liens; 


 

	 	(iv)	the terms, conditions, restrictions, exceptions, reservations, limitations and other matters contained in (including any liens or security interests created by Law or
reserved in oil and gas leases for royalty, bonus or rental, or created to secure compliance with the terms of) the agreements, instruments and documents that create or reserve to Seller its interest in the Assets, provided that the net cumulative
effect of such matters does not operate to reduce the Net Revenue Interests of Seller for any well, well location or unit below those set forth in Exhibit B or increase the Working Interests of Seller for any well, well location or unit
above those set forth in Exhibit B for such well, well location or unit without a corresponding increase in the Net Revenue Interests; 

  

	 	(v)	any obligations or duties affecting the Assets to any municipality or public authority with respect to any franchise, grant, license or permit and all applicable Laws,
rules, regulations and orders of any Governmental Authority (as defined in Section 4.02(b)); 

  

	 	(vi)	any (A) easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations, pipelines, grazing, hunting, lodging,
canals, ditches, reservoirs or the like, and (B) easements for streets, alleys, highways, pipelines, telephone lines, power lines, railways and other similar rights-of-way on, over or in respect of property owned or leased by Seller or over
which Seller owns rights-of-way, easements, permits or licenses, to the extent that same do not materially interfere with the oil and gas operations to be conducted on the Assets; 


 

	 	(vii)	 all lessors’ royalties, overriding royalties, net profits interests, carried interests, production payments, reversionary interests and




  
 -5-










	 	
other burdens on or deductions from the proceeds of production created or in existence as of the Effective Time, whether recorded or unrecorded, provided that the net cumulative effect of such
matters does not operate to reduce the Net Revenue Interests of Seller for any well, well location or unit below those set forth in Exhibit B or increase the Working Interests of Seller for any well, well location or unit above those set
forth in Exhibit B or such well, well location or unit without a corresponding increase in the Net Revenue Interests; 

  

	 	(viii)	preferential rights to purchase or similar agreements with respect to which (A) waivers or consents are obtained from the appropriate parties for the transaction
contemplated hereby, or (B) required notices have been given for the transaction contemplated hereby to the holders of such rights and the appropriate period for asserting such rights has expired without an exercise of such rights;


  

	 	(ix)	required Third Party consents to assignments or similar agreements with respect to which (A) waivers or consents are obtained from the appropriate parties for the
transaction contemplated hereby, or (B) required notices have been given for the transaction contemplated hereby to the holders of such rights and the appropriate period for asserting such rights has expired without an exercise of such rights;


  

	 	(x)	all rights to consent by, required notices to, filings with, or other actions by Governmental Authorities in connection with the sale or conveyance of oil and gas
leases or interests therein that are customarily obtained subsequent to such sale or conveyance; 

  

	 	(xi)	rights reserved to or vested in any Governmental Authority to control or regulate any of the Assets and the applicable Laws, rules and regulations of such Governmental
Authorities; and 

  

	 	(xii)	 all defects (but not liens), irregularities affecting the Assets that individually or in the aggregate (A) do not operate to (1) reduce the
Net Revenue Interests of Seller for any well, well location or unit below those set forth on Exhibit B, (2) increase the proportionate share of costs and expenses of leasehold operations attributable to or to be borne by the Working
Interests of Seller for any well, well location or unit above those set forth on Exhibit B, or (3) otherwise interfere materially with the operation, value or use of the Assets, or (4) would be accepted by a reasonably prudent buyer
in the business of owning and operating similar oil and gas properties; or (B) operate to increase the proportionate share of costs and expenses of leasehold operations attributable to or to be borne by the Working Interest of Seller for any
well, well location or unit 



  
 -6-










	 	
above those set forth on Exhibit B, so long as there is a proportionate increase in Seller’s Net Revenue Interest for such well, well location or unit. 


Section 3.03 Title Defect. The term “Title Defect,” as used in this Agreement, shall mean: (a) any
encumbrance, encroachment, irregularity, defect in or objection to Seller’s ownership of any Asset (expressly excluding Permitted Encumbrances) that causes Seller not to have Defensible Title to such Asset; or (b) any default by Seller
under a lease, farmout agreement or other contract or agreement that would (i) have a material adverse effect on the operation, value or use of such Asset, (ii) prevent Seller from receiving the proceeds of production attributable to
Seller’s interest therein or (iii) result in cancellation of Seller’s interest therein. 
 Section 3.04 Notice
of Title Defects. 
  

	 	(a)	If Buyer discovers any Title Defect affecting any Asset, Buyer shall notify Seller as promptly as possible but no later than the expiration of the Examination Period of
such alleged Title Defect. To be effective, such notice must (i) be in writing, (ii) be received by Seller prior to the expiration of the Examination Period, (iii) describe the Title Defect in sufficient, specific detail (including
any alleged variance in the Net Revenue Interest) to the extent reasonably known, (iv) identify the specific Asset or Assets affected by such Title Defect, and (v) include the value of such Title Defect as determined by Buyer. Any matters
that may otherwise constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes, except under the Assignment.


  

	 	(b)	Upon the receipt of such effective notice from Buyer, subject to Section 3.05 Seller and Buyer shall attempt to mutually agree on a resolution including,
but not limited to (i) attempt to cure such Title Defect at any time prior to the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the mutually agreed allocated value of such affected Asset.


  

	 	(c)	The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Buyer in the Title Defect notices shall be determined based
upon the criteria set forth below: 

  

	 	(i)	If the Title Defect is a lien upon any Asset, the Title Defect Value is the amount necessary to be paid to remove the lien from the affected Asset.


  

	 	(ii)	 If the Title Defect asserted is that the Net Revenue Interest attributable to any well or unit is less than that stated in Exhibit C or the
Working Interest attributable to any well or unit is greater than that stated in Exhibit C, then the Title Defect Value shall take 



  
 -7-










	 	
into account the relative change in the interest from Exhibit C and the appropriate Allocated Value attributed to such Asset. 


 

	 	(iii)	If the Title Defect represents an obligation, encumbrance, burden or charge upon the affected Asset (including any increase in Working Interest for which there is not a
proportionate increase in Net Revenue Interest) of a type not described in Subsections (i) and (ii) of Section 3.04(c) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be
determined by taking into account the following factors: the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential discounted economic effect of the Title
Defect over the life of the affected Asset, the Title Defect Values placed upon the Title Defect by Buyer and Seller and such other reasonable factors as are necessary to make a proper evaluation. 


 

	 	(iv)	If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire productive life of such Asset, such fact shall be taken into account in
determining the Title Defect Value. 

  

	 	(v)	The Title Defect Value of a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder.


  

	 	(vi)	Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the wells, units or other Assets affected thereby.


  

	 	(vii)	If Buyer and Seller agree on the Title Defect Value, that amount shall be the Title Defect Value. 


 

	 	(viii)	Such other factors as are reasonably necessary to make a proper evaluation. 

 Section 3.05 Remedies for Title Defects and Title Benefits. 
  

	 	(a)	With respect to each Title Defect that is not cured on or before the Closing, the Purchase Price shall be reduced by an amount equal to the Title Defect Value agreed
upon in writing by Buyer and Seller. 

  

	 	(b)	If any Title Defect is in the nature of an unobtained consent to assignment or other restriction on assignability, the provisions of Section 3.08 shall
apply. 

  

	 	(c)	 If on or before Closing the Parties have not agreed upon the validity of any asserted Title Defect or have not agreed on the Title Defect Value
attributable thereto, either Party shall have the right to elect to have the 



  
 -8-










	 	
validity of such Title Defect and/or such Title Defect Value determined by an Independent Expert pursuant to Section 16.03; provided that if the validity of any asserted Title Defect,
or the Title Defect Value attributable thereto, is not determined before Closing, the affected Asset shall be conveyed to Buyer at Closing and the Purchase Price paid at Closing shall be reduced such that only the undisputed Allocated Value with
respect to any affected Asset shall be paid at Closing, and upon the final resolution of such dispute pursuant to Article XVI, to the extent it is determined that the subject Title Defect was not valid or that the Title Defect Amount used to
reduce the Purchase Price was overstated, Buyer shall promptly refund to Seller the amount determined pursuant to such final resolution that was withheld by Buyer at Closing. 


 

	 	(d)	Notwithstanding anything to the contrary in this Agreement, (i) if the value of a given individual Title Defect (or individual Title Benefit (as defined in
Section 3.09(a))) does not exceed $25,000, then no adjustment to the Purchase Price shall be made for such Title Defect (or Title Benefit), (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this
Agreement for Title Defects (exceeding $25,000) and Environmental Defects (exceeding $25,000), or for Title Benefits, does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase
Price shall be made therefor, and (iii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Title Defects (exceeding $25,000) and Environmental Defects (exceeding $25,000), or for Title Benefits,
does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the Purchase Price shall only be adjusted by the amount of such excess. 


Section 3.06 Special Warranty of Title. Seller hereby agrees to warrant and defend title to the Assets unto Buyer against every
Person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Seller and its affiliates, but not otherwise; subject, however, to the Permitted Encumbrances and the other matters set forth herein. 

Section 3.07 Preferential Rights To Purchase. 
  

	 	(a)	Buyer’s good faith allocation of values as set forth in Exhibit C shall be used to prepare an allocation of the Purchase Price to Assets that are
subject to preferential purchase rights and shall be set forth in Schedule 3.07. Seller shall use its reasonable efforts to comply with all preferential right purchase provisions relative to any Asset prior to Closing.


  

	 	(b)	 If, prior to Closing, a holder of a preferential purchase right exercises its rights with respect to an Asset to which its preferential purchase right
applies (as determined in accordance with the agreement in which the preferential purchase right arises) and consummates the purchase, then the Asset covered by such preferential purchase right shall be excluded from




  
 -9-










	 	
the Assets to be conveyed to Buyer, and the Purchase Price shall be reduced by the Allocated Value of such Asset. 


 

	 	(c)	If by Closing, either (a) the time frame for the exercise of a preferential purchase right has not expired and Seller has not received notice of an intent not to
exercise or a waiver of the preferential purchase right, or (b) a holder of a preferential purchase right exercises its right but fails to consummate the purchase prior to Closing, then Seller shall retain the Assets conveyed by such
preferential purchase rights and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Assets. As to any Assets retained by Seller hereunder, following Closing, if a preferential purchase right is not
consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expires without exercise after the Closing, then, subject to the same terms and conditions set forth
in this Agreement, Seller shall promptly convey the applicable Asset to Buyer effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement up to and through the Final Settlement Date and
in connection with the payments to be made with respect to the Final Statement as set forth in Section 12.02(b). 

  

	 	(d)	Seller shall use reasonable efforts to send out the applicable preferential right to purchase notices within five Business Days after the date this Agreement is
executed. Buyer acknowledges and agrees that Seller shall determine (in its good faith judgment) the extent of the preferential purchase rights encumbering the Assets, and said determination shall be used by Seller to provide the preferential
purchase right notifications. 

 Section 3.08 Consents to Assignment. Seller shall use all reasonable
efforts to obtain all necessary consents from Third Parties to assign the Assets prior to Closing (other than governmental approvals that are customarily obtained after Closing), and Buyer shall assist Seller with such efforts. Such consents are set
forth on Schedule 3.08. If prior to Closing, Seller fails to obtain a consent to assign that would invalidate the conveyance of the Asset affected by the consent to assign or materially affect the value or use of the Asset, then Seller shall
retain the affected Asset and the Purchase Price shall be reduced by the Allocated Value of the affected Asset. If such consent has been obtained as of the Final Settlement Date, then Seller shall convey the affected Asset to Buyer effective as of
the Effective Time, subject to the same terms and conditions set forth in this Agreement, and Buyer shall pay Seller the Allocated Value of the affected Asset, in accordance with the terms and conditions of this Agreement. If such consent has not
been obtained as of the Final Settlement Date, the affected Asset shall be excluded from the sale and the Purchase Price shall be deemed to be reduced by an amount equal to the Allocated Value of the affected Asset. Buyer shall reasonably cooperate
with Seller in obtaining any required consent including providing assurances of reasonable financial conditions, but Buyer shall not be required to expend funds or make any other type of financial commitments as a condition of obtaining such
consent. 

  
 -10-









 Section 3.09 Remedies for Title Benefits. 

 

	 	(a)	If either Party discovers any Title Benefit during the Examination Period affecting the Assets, it shall promptly notify the other Party in writing thereof on or before
the expiration of the Examination Period. Subject to Section 3.05, Seller shall be entitled to an upward adjustment to the Purchase Price pursuant to Section 10.02(a)(i) with respect to all Title Benefits, in an amount
mutually agreed upon by the Parties. For purposes of this Agreement, the term “Title Benefit” shall mean Seller’s interest in any Subject Interest that is greater than or in addition to that set forth in Exhibit B
(including, without limitation, a Net Revenue Interest that is greater than that set forth in Exhibit B) or Seller’s Working Interest in any Subject Interest that is less than the Working Interest set forth in Exhibit B
(without a corresponding decrease in the Net Revenue Interest). Any matters that may otherwise constitute Title Benefits, but of which Buyer has not been specifically notified by Seller in accordance with the foregoing, shall be deemed to have been
waived by Seller for all purposes. 

  

	 	(b)	If with respect to a Title Benefit the Parties are not deemed to have agreed on the amount of the upward Purchase Price adjustment or have not otherwise agreed on such
amount prior to the Closing Date, Seller or Buyer shall have the right to elect to have such Purchase Price adjustment determined by an Independent Expert pursuant to Section 16.03. If the amount of such adjustment is not determined
pursuant to this Agreement by the Closing, the undisputed portion of the Purchase Price with respect to the Asset affected by such Title Benefit shall be paid by Buyer at the Closing and, subject to Section 3.05, upon determination of
the amount of such adjustment, any unpaid portion thereof shall be paid by Buyer to Seller. 

 Article IV

 Environmental Matters 
 Section 4.01 Environmental Review. 
  

	 	(a)	 Buyer shall have the right to conduct or cause a consultant (“Buyer’s Environmental Consultant”) to conduct an environmental
review of the Assets prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer. The scope of work
comprising Buyer’s Environmental Review shall be limited to that mutually agreed by Buyer and Seller prior to commencement thereof and shall not include any intrusive test or procedure without the prior consent of Seller. Buyer shall (and shall
cause Buyer’s Environmental Consultant to): (i) consult with Seller before conducting any work comprising Buyer’s Environmental Review, (ii) perform all such work in a safe and workmanlike manner and so as to not unreasonably
interfere with Seller’s 



  
 -11-










	 	
operations, and (iii) comply with all applicable Laws, rules and regulations. Buyer shall be responsible for, provided that Seller shall provide all reasonable assistance in, obtaining any
Third Party consents that are required in order to perform any work comprising Buyer’s Environmental Review, and Buyer shall consult with Seller prior to requesting each such Third Party consent. Seller shall have the right to have a
representative or representatives accompany Buyer and Buyer’s Environmental Consultant at all times during Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall
take split samples, providing one of each such sample, properly labeled and identified, to Seller. Buyer hereby agrees to release, defend, indemnify and hold harmless Seller from and against all claims, losses, damages, costs, expenses, causes of
action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY) to the extent arising out of Buyer’s Environmental Review.


  

	 	(b)	Unless otherwise required by applicable Law, Buyer shall (and shall cause Buyer’s Environmental Consultant to) treat confidentially any matters revealed by
Buyer’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Buyer shall not (and shall cause Buyer’s Environmental Consultant to not) disclose any Environmental
Information to any Governmental Authority or other Third Party without the prior written consent of Seller. Unless otherwise required by Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this
Agreement. If Buyer, Buyer’s Environmental Consultant or any Third Party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide Seller with prompt
notice sufficiently prior to any such disclosure so as to allow Seller to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver
the Environmental Information to Seller, which Environmental Information shall become the sole property of Seller. Buyer shall provide two copies of the Environmental Information to Seller without charge. 


Section 4.02 Environmental Definitions. 
  

	 	(a)	Environmental Defects. For purposes of this Agreement, the term “Environmental Defect” shall mean, with respect to any given Asset, an
individual environmental condition that constitutes a violation of, or requires remediation under, Environmental Laws in effect as of the date of this Agreement in the jurisdiction in which such Asset is located. Environmental Defect shall not be
deemed to include an environmental condition described on Schedule 5.19. 


  
 -12-










	 	(b)	Governmental Authority. For purposes of this Agreement, the term “Governmental Authority” shall mean, as to any given Asset, the United States
and the state, county, parish, city and political subdivisions in which such Asset is located and that exercises jurisdiction over such Asset, and any agency, department, board or other instrumentality thereof that exercises jurisdiction over such
Asset. 

  

	 	(c)	Environmental Laws. For purposes of this Agreement, the term “Environmental Laws” shall mean all Laws, statutes, ordinances, court decisions,
rules and regulations of any Governmental Authority pertaining to health or the environment as may be interpreted by applicable court decisions or administrative orders, including, without limitation, the Clean Air Act, as amended, the Comprehensive
Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act, as amended, the Resources Conservation and Recovery Act, as
amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendment and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and comparable state and
local Laws. 

  

	 	(d)	Environmental Defect Value. For purposes of this Agreement, the term “Environmental Defect Value” shall mean, with respect to any Environmental
Defect, the value, as of the Closing Date, of the estimated costs and expenses to correct such Environmental Defect consistent with Environmental Laws. 

 Section 4.03 Notice of Environmental Defects. 
  

	 	(a)	If Buyer discovers any Environmental Defect affecting the Assets, Buyer shall notify Seller prior to the expiration of the Examination Period of such alleged
Environmental Defect. To be effective, such notice must: (i) be in writing; (ii) be received by Seller prior to the expiration of the Examination Period; (iii) describe the Environmental Defect in sufficient, specific detail to the
extent then reasonably known; and (iv) state Buyer’s estimate of the Environmental Defect Value to the extent then reasonably known, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price in order
to accept such Environmental Defect if Seller elected Section 4.04(b) as the remedy therefor. 

  

	 	(b)	 Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been notified by Buyer in accordance with the foregoing,
together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for all purposes, except as provided in Section 14.05. Upon the receipt of such effective notice from
Buyer, subject to Section 4.04(a) and Section 4.04(b) Seller and Buyer shall attempt to mutually agree on a resolution 



  
 -13-










	 	
including, but not limited to, (i) attempt to cure such Environmental Defect at any time prior to the Closing; or (ii) exclude the affected Asset from the sale and reduce the Purchase
Price by the allocated value of such affected Asset. 

 Section 4.04 Remedies for Environmental Defects.

  

	 	(a)	If any Environmental Defect described in a notice delivered in accordance with Section 4.03 is not cured on or before the Closing, then the Purchase Price
shall be reduced by the Environmental Defect Value of such Environmental Defect as agreed by the Parties. 

  

	 	(b)	If Buyer and Seller have not agreed as to the validity of any asserted Environmental Defect, or if the Parties have not agreed on the Environmental Defect Value
therefor, then on or before three Business Days prior to the Closing Date either Party shall have the right to elect to have the validity of the asserted Environmental Defect, and/or the Environmental Defect Value for such Environmental Defect,
determined by an Independent Expert pursuant to Section 16.03. If the validity of any such asserted Environmental Defect or the amount of any such Environmental Defect Value is not determined by the Closing, the Asset affected by such
disputed Environmental Defect shall be excluded from the Closing and the Purchase Price paid at Closing shall be reduced by the Allocated Value of such Asset. Upon resolution of such dispute, the Environmental Defect Value, if any, found to be
attributable to such Environmental Defect shall, subject to this Section 4.04, be paid by Seller to Buyer and the Asset conveyed to Buyer, if that is part of the mutually agreed settlement. Notwithstanding the foregoing, Seller and Buyer
shall each have the right to exclude an Asset from the sale if the Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected thereby. 


 

	 	(c)	Notwithstanding anything to the contrary in this Agreement, (i) if the Environmental Defect Value for a given individual Environmental Defect does not exceed
$25,000, then no adjustment to the Purchase Price shall be made for such Environmental Defect; (ii) if the aggregate adjustment to the Purchase Price determined in accordance with this Agreement for Environmental Defects (exceeding $25,000) and
Title Defects (exceeding $25,000) does not exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then no adjustment of the Purchase Price shall be made therefore; and (iii) if the aggregate adjustment to the
Purchase Price determined in accordance with this Agreement for Environmental Defects (exceeding $25,000) and Title Defects (exceeding $25,000) does exceed three percent (3%) of the Purchase Price prior to any adjustments thereto, then the
Purchase Price shall only be adjusted by the amount of such excess. 


  
 -14-









 Article V 
 Representations and Warranties of Seller 
 Each of Seller and Parent
represents and warrants to Buyer as of the date hereof and as of the Closing that: 
 Section 5.01 Seller’s
Existence. Seller is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified to conduct business, and is in good standing, in each jurisdiction in which the Assets make
such qualification necessary. Seller has full legal power, right and authority to carry on its business as such is now being conducted and as contemplated to be conducted. Seller’s headquarters and principal offices are all located in the State
of California. 
 Section 5.02 Legal Power. Seller has the legal power and right to enter into and perform this Agreement
and the transactions contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with: 
  

	 	(a)	any provision of Seller’s certificate of incorporation, by-laws or other governing documents; 


 

	 	(b)	any material agreement or instrument to which Seller is a party or by which Seller is bound; or 


 

	 	(c)	any judgment, order, ruling or decree applicable to Seller as a party in interest or any Law, rule or regulation applicable to Seller. 


Section 5.03 Authority; Enforceability. The execution, delivery and performance of this Agreement by Parent and Seller and the
consummation by Parent and Seller of the transactions contemplated hereby have been duly authorized by the Board of Directors of Parent, and by the Board of Directors and sole stockholder of Seller and, other than Parent Securityholder Approval, no
other corporate proceedings on the part of Parent or Seller are necessary to authorize Parent’s or Seller’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement
constitutes valid and legally binding obligations of Parent and Seller, enforceable against Parent and Seller in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws
effecting generally the enforcement of creditors’ rights and by general principles of equity. 
 Section 5.04
Brokers. Macquarie Tristone Capital LP has acted for or on behalf of Seller or any affiliate of Seller in connection with this Agreement or the transactions contemplated by this Agreement. No broker or finder is entitled to any brokerage or
finder’s fee, or to any commission, based in any way on agreements, arrangements or understandings made by or on behalf of Seller or any affiliate of Seller for which Buyer has or will have any liabilities or obligations (contingent or
otherwise). 
 Section 5.05 Bankruptcy. There are no bankruptcy, reorganization or arrangement proceedings pending, being
contemplated by or to the knowledge of Seller threatened against Seller. 

  
 -15-









 Section 5.06 Suits. There is no material suit, action, claim, investigation or
inquiry by any Person or entity or by any administrative agency or Governmental Authority and no legal, administrative or arbitration proceeding pending or, to Seller’s knowledge, threatened against Seller or any affiliate of Seller that
relates to the Assets or the transactions contemplated by this Agreement except as shown on Schedule 5.06. 
 Section
5.07 Royalties. All rentals, royalties and other payments due under the Subject Interests described in Exhibit A have been paid in all material respects, except those amounts in suspense. 

Section 5.08 Taxes. 
  

	 	(a)	Each Tax Return required to be filed with respect to the Assets has been timely and properly filed under applicable Laws and all Taxes due and owed with respect to the
Assets have been timely and properly paid. All such Tax Returns are correct and complete in all material respects. 

  

	 	(b)	Except as set forth on Schedule 5.08, none of the Assets are subject to or owned by any tax partnership requiring a partnership income Tax Return to be filed
under Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code. To the extent any of the Assets are deemed by agreement or Law to be held by a partnership for federal income Tax purposes, each such partnership has or shall have in effect
for the taxable year that includes the Closing Date an election under Section 754 of the Internal Revenue Code that will apply with respect to such portion of the Assets. 


 

	 	(c)	The Assets are not subject to any lien for Taxes, other than Permitted Encumbrances. 


 

	 	(d)	As of the date of this Agreement, neither Seller nor any of its affiliates has received written notice of any pending claim with respect to the Assets from any taxing
authority for assessment of Asset Taxes, and there are no ongoing audits, suits, proceedings, assessments, reassessments, deficiency claims or other claims relating to any Asset Taxes with respect to the Assets by any applicable taxing authority.


  

	 	(e)	Neither Seller nor any of its affiliates have waived any statute of limitations in respect of Asset Taxes, nor has Seller or any of its affiliates agreed to any
extension of time with respect to any Asset Tax assessment or deficiency. 

 Section 5.09 Leases; Easements;
Contracts. Exhibit A sets forth any Leases and Easements, and Schedule 1.02(e), any material Contracts, that exist as of the date of this Agreement. Except specified on Exhibit A or Schedule 1.02(e), Seller is not in
material breach of, or material default under, and to the knowledge of Seller, no other Person is in material breach of, or material default under, any Lease, Easement or material Contract, and there does not exist under any provision thereof, to
the knowledge of Seller, any event that, with the giving 

  
 -16-









 
of notice or the lapse of time or both, would constitute such a material breach or material default by any Person. 
 Section 5.10 Liens. Except for Permitted Encumbrances, the Assets will be conveyed free and clear of all liens, mortgages and encumbrances. 

Section 5.11 Imbalances. Except as set forth on Schedule 5.11, there are no well imbalances associated with the Assets as
of the Effective Time. 
 Section 5.12 No Conflict or Violation. Neither the execution and delivery of this Agreement nor
the consummation of the transactions and performance of the terms and conditions contemplated hereby by Seller will (a) conflict with or result in any breach of any provision of the certificate of incorporation or by-Laws or other governing
documents of Seller; (b) be rendered void or ineffective by or under the terms, conditions or provisions of any agreement, instrument or obligation to which Seller is a party or is subject; (c) result in a default under the terms,
conditions or provisions of any Asset (or of any agreement, instrument or obligation relating to or burdening any Asset); or (d) violate or be rendered void or ineffective under any Law, other than, in the case of the matters described in
clauses (b), (c) and (d) of this Section 5.12, the matters referenced in Section 5.13 and such conflicts, breaches, violations, defaults or other events as will not have a material adverse effect. 

Section 5.13 Consents; Preferential Rights. Except for (a) consents or approvals of, or filings with, any applicable
Governmental Authorities in connection with assignments of the Assets which are not customarily obtained prior to the assignment of the Assets, (b) preferential purchase rights set forth on Schedule 3.07 and consents set forth on
Schedule 3.08 and (c) the consents, filings or notices expressly described and set forth on Schedule 13.04, no consent, approval, authorization or permit of, or filing with or notification to, any Person is required for or in
connection with the execution and delivery of this Agreement by Seller or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Seller. To Seller’s knowledge, all
agreements containing (x) preferential purchase rights are set forth in Schedule 3.07 and (y) consents are set forth in Schedule 3.08. 
 Section 5.14 Compliance with Laws. Except with respect to (a) matters set forth on Schedule 5.06 and Schedule 5.14, (b) compliance with Laws concerning taxes (as to which
certain representations and warranties are made pursuant to Section 5.08) and (c) compliance with Environmental Laws, Seller has no knowledge of any material violation by Seller of any Law applicable to the Assets. 

Section 5.15 Permits. Schedule 5.15 sets forth all permits, licenses, orders, approvals, variances, waivers, franchise
rights and other authorizations (the “Permits”) required to be obtained from any Governmental Authority for owning or operating the Assets and, except as set forth on Schedule 5.15, Seller possesses and is in compliance with
all of the Permits. 
 Section 5.16 Wells. Except as set forth on Schedule 5.16, there is no well included in the
Assets that: (i) Seller is obligated on the date of this Agreement by Law or agreement to plug 

  
 -17-









 
and abandon; and (ii) to the knowledge of Seller, has been plugged and abandoned other than in compliance in all material respects with Law. 

Section 5.17 Proposed Operations or Expenditures. Except as set forth on Schedule 5.17, as of the date of this Agreement,
there are no outstanding authorities for expenditure or other commitments to conduct any operations or expend any amount of money on or with respect to the Assets which are binding on Seller or the Assets and will be binding on Buyer after Closing
and which Seller reasonably anticipates will require the expenditure of money in excess of $50,000 per item (net to Seller’s interest). 
 Section 5.18 Status of Seller. Seller is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company
Act of 1940, as amended. 
 Section 5.19 Environmental. Except as set forth on Schedule 5.19: 

 

	 	(a)	the Assets and Seller with respect to the Assets are in compliance in all material respects with the requirements of all Environmental Laws; 


 

	 	(b)	to the knowledge of Seller, all permits, licenses, approvals, consents, certificates and other authorizations required by Environmental Laws with respect to the
ownership or operation of the Assets (the “Environmental Permits”) have been properly obtained and are in full force and effect, and the Assets are in material compliance with the Environmental Permits; and 


 

	 	(c)	Seller (i) is not subject to any pending, material written claim or, to the knowledge of Seller, threatened, material complaint or claim, related to any material
noncompliance with, or material liabilities arising under, Environmental Laws with respect to the Assets or to the presence or release of any hazardous substances on or from any of the Assets, and (ii) has not entered into, and is not subject
to, any pending consent order, consent decree, compliance order or administrative order pursuant to any Environmental Laws that relate to the current or future use of the Assets, or that require any investigation or remediation of hazardous
substances in relation to the Assets, which would reasonably be expected to result in material liability to Seller (or Buyer following Closing). 

 Section 5.20 Payout. Schedule 5.20 sets forth the status of any wells with respect to which there is a before payout and after payout allocation of rights. 

Section 5.21 Suspense Funds. Schedule 5.21 sets forth (a) all funds held in suspense by Seller as of the date hereof
that are attributable to the Assets, (b) a description of the source of such funds and the reason they are being held in suspense and (c) if known, the name or names of the Persons claiming such funds or to whom such funds are owed. Seller
shall transfer to Buyer at Closing the amounts of such funds. 

  
 -18-









 Article VI 
 Representations and Warranties of Buyer 
 Buyer represents and warrants to
Seller and Parent as of the date hereof and as of the Closing that: 
 Section 6.01 Buyer’s Existence. Buyer is a
limited partnership, validly existing and in good standing under the Laws of the State of Delaware and is duly qualified to conduct business, and is in good standing, in each jurisdiction in which the Assets make such qualification necessary. Buyer
has full legal power, right and authority to carry on its business as such is now being conducted and as contemplated to be conducted. Buyer’s headquarters and principal offices are all located in the State of California. 

Section 6.02 Legal Power. Buyer has the legal power and right to enter into and perform this Agreement and the transactions
contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with: 
  

	 	(a)	any provision of Buyer’s agreement of limited partnership or other governing documents; 


 

	 	(b)	any material agreement or instrument to which Buyer is a party or by which Buyer is bound; or 


 

	 	(c)	any judgment, order, ruling or decree applicable to Buyer as a party in interest or any Law, rule or regulation applicable to Buyer. 


Section 6.03 Authority; Enforceability. The execution, delivery and performance of this Agreement have been duly authorized by all
necessary action on the part of Buyer. This Agreement constitutes valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar Laws effecting generally the enforcement of creditors’ rights and by general principles of equity. 
 Section 6.04 Brokers. No broker or finder has acted for or on behalf of Buyer or any affiliate of Buyer in connection with this Agreement or the transactions contemplated by this Agreement. No
broker or finder is entitled to any brokerage or finder’s fee, or to any commission, based in any way on agreements, arrangements or understandings made by or on behalf of Buyer or any affiliate of Buyer for which Seller has or will have any
liabilities or obligations (contingent or otherwise). 
 Section 6.05 Bankruptcy. There are no bankruptcy, reorganization
or arrangement proceedings pending, being contemplated by or to the knowledge of Buyer threatened against Buyer or any affiliate of Buyer. 
 Section 6.06 Suits. There is no material suit, action, claim, investigation or inquiry by any Person or entity or by any administrative agency or Governmental Authority and no legal, administrative
or arbitration proceeding pending or, to Buyer’s knowledge, threatened against 

  
 -19-









 
Buyer or any affiliate of Buyer that has materially affected or will materially affect Buyer’s ability to consummate the transactions contemplated herein. 

Section 6.07 Qualifications. Buyer is now, and after the Closing shall continue to be, qualified with all applicable Governmental
Authorities to own and operate the Assets and has, and shall maintain, all necessary bonds to own and operate the Assets. 

Section 6.08 Investment. Prior to entering into this Agreement, Buyer was advised by and has relied solely on its own legal, tax
and other professional counsel concerning this Agreement, the Assets and the value thereof. Buyer is acquiring the Assets for its own account and not for distribution or resale in any manner that would violate any state or federal securities Law,
rule, regulation or order. Buyer understands and acknowledges that if any of the Assets were held to be securities, they would be restricted securities and could not be transferred without registration under applicable state and federal securities
Laws or the availability of an exemption from such registration. 
 Section 6.09 Financial Resources. Buyer currently
has, and at Closing will have, sufficient financial resources available to pay the Purchase Price in full in cash at Closing. 

Section 6.10 Due Diligence Investigation. Prior to Closing, Buyer will have fully conducted and, except as expressly provided in
this Agreement, will be relying exclusively on its own inspection and investigation in order to satisfy itself as to the condition and suitability of the Assets. Buyer will be fully satisfied with its due diligence review of the Assets, subject to
Article III, Article IV and Section 8.01. 
 Section 6.11 Approvals. No consent, approval,
waiver, authorization, notice or filing (other than those with respect to any Governmental Authority in connection with assignment of the Assets which are not customarily obtained prior to the assignment of the Assets) is required to be obtained or
made by Buyer in connection with the execution, delivery and performance by Buyer of this Agreement, except for such filings as may be required under the Exchange Act. 
 Article VII 
 Seller’s Conditions to Close 

The obligations of Seller and Parent to consummate the transaction provided for herein are subject, at the option of Seller and Parent,
to the fulfillment on or prior to the Closing Date of each of the following conditions (except for those conditions that by their nature are to be satisfied at the Closing): 
 Section 7.01 Representations. The representations and warranties of Buyer herein contained shall be true and correct in all material respects (or in all respects in the case of any representation
or warranty containing any materiality qualification) on the Closing Date as though made on and as of such date. 
 Section 7.02
Performance. Buyer shall have performed, in all material respects, the obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Closing. 

  
 -20-









 Section 7.03 Pending Matters. No suit, action or other proceeding shall be pending or
threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement. 
 Section 7.04 Purchase Price. Buyer shall have delivered to Seller the Purchase Price, as the same may be adjusted hereunder, in accordance with the provisions of Article II. 

Section 7.05 Execution and Delivery of the Closing Documents. Buyer shall have executed, acknowledged and delivered, as
appropriate, to Seller all closing documents described in Section 10.05. 
 Section 7.06 Securityholder
Approval. Parent Securityholder Approval, as defined in Section 13.03, shall have been obtained. 
 Article
VIII 
 Buyer’s Conditions to Close 
 The obligations of Buyer to consummate the transaction provided for herein are subject, at the option of Buyer, to the fulfillment on or prior to the Closing Date of each of the following conditions
(except for those conditions that by their nature are to be satisfied at the Closing): 
 Section 8.01 Representations.
The representations and warranties of Seller and Parent herein contained shall be true and correct in all material respects (or in all respects in the case of any representation or warranty containing any materiality qualification) on the Closing
Date as though made on and as of such date. 
 Section 8.02 Performance. Seller and Parent shall have performed, in all
material respects, the obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at or prior to the Closing. 
 Section 8.03 Pending Matters. No suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions
contemplated by this Agreement. 
 Section 8.04 Execution and Delivery of the Closing Documents. Seller shall have
executed, acknowledged and delivered, as appropriate, to Buyer all closing documents described in Section 10.04. 

Section 8.05 Securityholder Approval. Parent Securityholder Approval shall have been obtained. 

Article IX 

Tax Matters 
 Section 9.01 Transfer Taxes. All sales, use, transfer and similar Taxes and all recording fees incurred by or imposed with respect to the transfer of the Assets to Buyer pursuant to this Agreement
(“Transfer Taxes”) shall be the responsibility of, and shall be paid by, Buyer. Buyer and Seller shall reasonably cooperate in good faith to minimize, to the extent permissible


  
 -21-









 
under applicable Law, the amount of any such Transfer Taxes. For the avoidance of doubt, Seller shall retain all liability for and shall pay all income Tax, franchise Tax and similar Taxes
imposed on any income or gain realized by Seller pursuant to the transactions contemplated in this Agreement. 
 Section 9.02
Asset Taxes. Seller shall retain responsibility for and bear all Asset Taxes for (a) any period ending prior to the Effective Time and (b) the portion of any Straddle Period that ends immediately prior to the Effective Time. All
Asset Taxes with respect to the ownership or operation of the Assets arising on or after the Effective Time shall be allocated to and borne by Buyer. For purposes of allocation between Seller and Buyer of Asset Taxes that are payable with respect to
Straddle Periods, the portion of any such Asset Taxes that are attributable to the portion of the Straddle Period that ends immediately prior to the Effective Time shall (i) in the case of Asset Taxes that are based upon or related to income or
receipts or imposed on a transactional basis such as severance or production Taxes, be deemed equal to the amount that would be payable if the tax year or period ended immediately prior to the Effective Time; and (ii) in the case of other Asset
Taxes, be deemed equal to the product of (A) the amount of such Asset Taxes multiplied by (B) the quotient of the number of days in the portion of such Straddle Period ending on the day immediately prior to the day on which the Effective
Time occurs, divided by the total number of days in such Straddle Period. Notwithstanding anything to the contrary in this Agreement, any ad valorem, property or similar Asset Taxes assessed on or measured by the deemed value of an Asset that is
determined, pursuant to applicable law, from the prior production of Hydrocarbons therefrom, shall be allocated and deemed attributable to the period in which the relevant production of Hydrocarbons occurred, regardless of whether such Asset Tax is
assessed, imposed or payable in a later period. Such Asset Taxes described in the preceding sentence that are attributable to production occurring in the taxable period that includes the Effective Time shall be prorated based on the amount of
production occurring in such period prior to the Effective Time, on the one hand, and the amount of production occurring in such period on and after the Effective Time, on the other hand, with the amount of such Asset Taxes allocable to the portion
of the period ending immediately prior to the Effective Time being the responsibility of Seller and the remainder being the responsibility of Buyer. To the extent the actual amount of an Asset Tax is not determinable at Closing or at the time the
Final Statement is prepared, as applicable, Buyer and Seller shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of Sections 10.02(a)(ii), 10.02(b)(iii), 12.01(b)(i) and
12.01(c)(i). If, at the time the Final Statement is prepared, the amount of such Asset Tax paid by Seller, plus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to
Section 10.02(b)(iii) minus, if applicable, the amount of any adjustment to the Purchase Price with respect to such Asset Tax made pursuant to Section 10.02(a)(ii) is (x) less than Seller’s share (or an estimate
thereof) of the actual amount of such Asset Tax determined pursuant to the foregoing provisions of this Section 9.02, then Seller shall promptly pay Buyer an amount equal to such difference pursuant Section 12.01(c)(i) (the
“Seller Additional Asset Taxes”) or (y) more than Seller’s share (or an estimate thereof) of the actual amount of such Asset Tax, determined pursuant to the foregoing provisions of this Section 9.02, then Buyer
shall promptly pay Seller an amount equal to such difference pursuant to Section 12.01(b)(i) (the “Buyer Additional Asset Taxes”). 
 Section 9.03 Tax Cooperation. The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any


  
 -22-









 
audit, litigation or other proceeding with respect to Taxes relating to the Assets. Such cooperation shall include the retention and (upon another Party’s request) the provision of records
and information that are relevant to any such Tax Return or audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this
Agreement. Seller and the Buyer agree to retain all books and records with respect to tax matters pertinent to the Assets relating to any tax period beginning before the Effective Time until the expiration of the statute of limitations of the
respective tax periods and to abide by all record retention agreements entered into with any taxing authority. 
 Section 9.04
Tax Definitions. 
  

	 	(a)	“Asset Taxes” means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax
imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar
Taxes and (b) Transfer Taxes. 

  

	 	(b)	“Straddle Period” shall mean any tax period beginning before and ending after the Effective Time. 


 

	 	(c)	“Tax” or “Taxes” means (i) all taxes, assessments, fees, unclaimed property and escheat obligations, and other charges of any
kind whatsoever imposed by any taxing authority, including any federal, state, local and/or foreign income tax, surtax, remittance tax, presumptive tax, net worth tax, special contribution tax, production tax, value added tax, withholding tax, gross
receipts tax, windfall profits tax, profits tax, ad valorem tax, personal property tax, real property tax, sales tax, goods and services tax, service tax, transfer tax, use tax, excise tax, premium tax, stamp tax, motor vehicle tax, entertainment
tax, insurance tax, capital stock tax, franchise tax, occupation tax, payroll tax, employment tax, unemployment tax, disability tax, alternative or add-on minimum tax and estimated tax, (ii) any interest, fine, penalty or additions to tax
imposed by a taxing authority in connection with any item described in clause (i), and (iii) any liability in respect of any item described in clauses (i) or (ii) above, that arises by reason of a contract, assumption, transferee or
successor liability, operation of Law (including by reason of participation in a consolidated, combined or unitary Tax Return) or otherwise. 

  

	 	(d)	“Tax Return” shall mean any report, return, information statement, schedule, attachment, payee statement or other information required to be provided
to any taxing authority with respect to Taxes or any amendment thereof, including any return of an affiliated, combined or unitary group, and any and all work papers relating to any Tax Return. 


  
 -23-









 Article X 
 The Closing 
 Section 10.01 Time and Place of the Closing. If the
conditions referred to in Articles VII and VIII of this Agreement have been satisfied or waived by the appropriate Party in writing, the transactions contemplated by this Agreement (the “Closing”) shall take place at
the offices of Seller, whose address is 1160 Eugenia Place, Suite 100, Carpinteria, California, or at such place designated by Seller on the third Business Day after the conditions contained in Article VII and Article VIII have been
satisfied, or at such other time as is mutually agreed between the Parties (the “Closing Date”). 
 Section
10.02 Adjustments to Purchase Price at the Closing. 
  

	 	(a)	At the Closing, the Purchase Price shall be increased by the following amounts: 


 

	 	(i)	all upward Purchase Price adjustments for Title Benefits determined in accordance with Article III; 


 

	 	(ii)	Asset Taxes prorated to Buyer pursuant to Section 9.02, but paid by Seller before Closing; 


 

	 	(iii)	all upward Purchase Price adjustments for estimates determined in accordance with Section 12.01; and 


 

	 	(iv)	any other amount provided for in this Agreement or agreed upon by Buyer and Seller. 


 

	 	(b)	At the Closing, the Purchase Price shall be decreased by the following amounts: 


 

	 	(i)	the Allocated Values of those Assets not conveyed at Closing due to the failure to obtain a consent in accordance with Section 3.08 or in the exercise of a
preferential purchase right in accordance with Section 3.07; 

  

	 	(ii)	all downward Purchase Price adjustments for Title Defects and Environmental Defects determined in accordance with Article III and Article IV;


  

	 	(iii)	Asset Taxes for which Seller is responsible pursuant to Section 9.02 that are not paid by Seller prior to Closing, including the Asset Taxes set forth on
Schedule 10.02(b)(iii); 

  

	 	(iv)	any other amount provided for in this Agreement or agreed upon by Buyer and Seller; and 


  
 -24-










	 	(v)	all downward Purchase Price adjustments for estimates determined in accordance with Section 12.01. 


 

	 	(c)	The adjustments described in Sections 10.02(a) and (b) are hereinafter referred to as the “Purchase Price Adjustments.”


 Section 10.03 Closing Statement. Not later than three Business Days prior to the Closing Date, Seller
shall prepare and deliver to Buyer for review a statement of the estimated Purchase Price Adjustments taking into account the foregoing principles (the “Statement”). Prior to Closing, Buyer shall submit any modifications to the
Statement proposed by Seller, and the Parties shall agree upon the Statement. In the event that Buyer fails to deliver such modifications to Seller, then the Statement submitted by Seller shall be deemed to have been mutually agreed to by the
Parties. At the Closing, Buyer shall pay the Purchase Price, as adjusted by the estimated Purchase Price Adjustments reflected on the Statement, as agreed upon by the Parties; provided that, if the Parties do not agree upon the estimated Purchase
Price Adjustments set forth in the Statement, then the amount of such estimated Purchase Price Adjustments shall be that amount set forth in the version of the Statement modified by Buyer, provided that Seller may later contest the calculation of
the Purchase Price Adjustments in connection with the Final Statement if any adjustments are not resolved in such Final Statement by the Parties. 
 Section 10.04 Actions of Seller at the Closing. At the Closing, Seller shall: 
  

	 	(a)	execute, acknowledge and deliver to Buyer an assignment in the form of Exhibit D (the “Assignment”) and such other instruments (in form and
substance mutually agreed upon by Buyer and Seller) as may be reasonably necessary to convey the Assets to Buyer; 

  

	 	(b)	execute, acknowledge and deliver to Buyer letters in lieu of transfer or division orders directing all purchasers of production from the Subject Interests to make
payment of proceeds attributable to such production to Buyer from and after the Effective Time as reasonably requested by Buyer prior to the Closing Date; 

  


	 	(c)	execute and deliver to Buyer an officer’s certificate in the form of Exhibit E-1, dated as of the Closing Date, certifying that the conditions set forth in
Section 8.01 and Section 8.02 have been fulfilled; 

  

	 	(d)	deliver to Buyer possession of the Assets; 

  

	 	(e)	execute and deliver to Buyer a certificate of non-foreign status of Seller meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2);


  

	 	(f)	deliver to Buyer appropriate change of operator forms on those Assets operated by Seller; 


  
 -25-










	 	(g)	deliver to Buyer a recordable form of release of any pledge, mortgages, financing statements, fixture filings and security agreements, if any, affecting the Assets;


  

	 	(h)	deliver to Buyer the Audited Special Financial Statements as of and for the year ended December 31, 2011 and the unaudited interim Special Financial Statements for
the three months ended March 31, 2012; and 

  

	 	(i)	execute, acknowledge and deliver any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated hereby.


 Section 10.05 Actions of Buyer at the Closing. At the Closing, Buyer shall: 

 

	 	(a)	deliver to Seller the Purchase Price (as adjusted pursuant to the provisions hereof) by wire transfer to an account designated in writing by Seller;


  

	 	(b)	execute and deliver to Seller an officer’s certificate in the form of Exhibit F, dated as of the Closing Date, certifying that the conditions set forth in
Section 7.01 and Section 7.02 have been fulfilled; 

  

	 	(c)	take possession of the Assets; and 

  

	 	(d)	execute, acknowledge and deliver the Assignment and any other agreements provided for herein or necessary or desirable to effectuate the transactions contemplated
hereby. 

 Section 10.06 Actions of Parent at the Closing. At the Closing, Parent shall: 

 

	 	(a)	execute and deliver to Buyer an officer’s certificate in the form of Exhibit E-2, dated as of the Closing Date, certifying that the conditions set forth in
Section 8.01 and Section 8.02 have been fulfilled. 

 Article XI 

Termination 
 Section 11.01 Right of Termination. This Agreement may be terminated at any time at or prior to the Closing: 
  

	 	(a)	by mutual written consent of the Parties; 

  

	 	(b)	by Seller or Buyer if the Closing has not occurred on or before June 29, 2012, unless substantive comments are received by Seller from the SEC regarding
Parent’s information circular/proxy statement to be used in connection with the proposed Special Meeting for Parent Securityholder Approval, in which event Closing shall occur on or before 90 days from the execution of this Agreement and in the
event it has not occurred by such date may be terminated by either Seller or Buyer; 


  
 -26-










	 	(c)	by either Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining,
prohibiting or invalidating the consummation of any of the transactions contemplated herein; 

  

	 	(d)	by either Party if (i) the aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with
respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Parties) plus (ii) the aggregate amount of the Environmental Defect Values agreed by the Parties or
otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, exceeds fifteen percent (15%) percent of the Purchase Price, disregarding, for purposes of this Section 11.01(d), the three percent
(3%) aggregate deductible described in Section 3.05(d) and Section 4.04(c); 

  

	 	(e)	by Buyer if Seller is unable to obtain Parent Securityholder Approval pursuant to Section 13.03, or if Parent, Seller or the Board of Directors of Parent,
as applicable, accepts, approves, recommends or enters into an agreement to implement an Acquisition Proposal; 

  

	 	(f)	by Seller if Parent, Seller or the Board of Directors of Parent, as applicable, accepts, approves, recommends or enters into an agreement to implement an Acquisition
Proposal that constitutes a Superior Proposal and concurrently therewith Seller pays to Buyer a fee of $5,000,000 in immediately available funds, provided that Parent and Seller have complied with their obligations under Section 13.11;
or 

  

	 	(g)	as otherwise provided herein; 

 provided,
however, that no Party shall have the right to terminate this Agreement pursuant to clause (b) above if such Party is at such time in material breach of any provision of this Agreement. 

Section 11.02 Effect of Termination. In the event that the Closing does not occur as a result of any Party exercising its right to
terminate pursuant to Section 11.01, then except as set forth in Section 5.04, Section 6.04, Section 11.03, Section 17.02, Section 17.04, Section 17.06 and
Section 17.11, this Agreement shall be null and void and no Party shall have any further rights or obligations under this Agreement. 
 Section 11.03 Termination Damages. 
  

	 	(a)	 If all conditions precedent to the obligations of Buyer set forth in Article VIII (except for those conditions that by their nature are to be
satisfied at the Closing) have been met and the transactions contemplated by this Agreement are not consummated on or before the Closing Date because of the failure of Buyer to perform any of its material obligations hereunder or the breach of any
representation herein by Buyer, then in such event, 



  
 -27-










	 	
Seller shall have the option to terminate this Agreement pursuant to Section 11.01(b) and, shall be entitled to exercise any and all other rights and remedies at law or in equity.


  

	 	(b)	If all conditions precedent to the obligations of Seller set forth in Article VII (except for those conditions that by their nature are to be satisfied at the
Closing) have been met and the transactions contemplated by this Agreement are not consummated on or before the Closing Date because of the failure of Seller or Parent to perform any of its material obligations hereunder or the breach of any
representation herein by Seller or Parent, then in such event, Buyer shall have the right to terminate this Agreement pursuant to Section 11.01(b) or Section 11.01(e) and shall be entitled to exercise any and all other rights
and remedies at law or in equity. 

  

	 	(c)	If this Agreement is terminated by Buyer pursuant to Section 11.01(e), then Seller shall, immediately and in any event within one Business Day after
termination, pay to Buyer a fee of $5,000,000 in immediately available funds. 

  

	 	(d)	If (i) at any time prior to termination of this Agreement an Acquisition Proposal is made, or any Person announces any plan or intention, conditional or otherwise,
to make an Acquisition Proposal, and (ii) thereafter either the Parent Securityholders do not approve the sale of the Assets as contemplated in Section 13.03 or the sale of the Assets as provided herein is not submitted to the
Parent Securityholders for approval, and (iii) such Acquisition Proposal, an amended version thereof or any other Acquisition Proposal is consummated within 12 months after the date on which the first mentioned Acquisition Proposal is made or
any such plan or intention is announced, then Seller shall, immediately and in any event within one Business Day after the first-mentioned Acquisition Proposal, an amended version thereof or any other Acquisition Proposal is consummated, pay to
Buyer a fee of $5,000,000 in immediately available funds. 

  

	 	(e)	For clarity, payment of the fee provided for in Section 11.01(f), Section 11.03(c), Section 11.03(d) or
Section 13.11(c)(vi)(C)(5) is not, and shall not be construed as, Buyer’s sole and exclusive remedy for any failure of Seller or Parent to perform any of its obligations hereunder or the breach of any representation herein by Seller
or Parent, and Buyer shall, in addition to receiving payment under Section 11.01(f), Section 11.03(c), Section 11.03(d) or Section 13.11(c)(vi)(C)(5), as applicable, be entitled to exercise any and all
other rights and remedies at law or in equity. For further clarity, Seller or Parent shall not be obligated to pay more than one fee under Section 11.01(f), Section 11.03(c), Section 11.03(d) or
Section 13.11(c)(vi)(C)(5) totaling in the aggregate the sum of $5,000,000. 


  
 -28-









 Section 11.04 Attorneys’ Fees, Etc. If either Party to this Agreement resorts to
legal proceedings to enforce this Agreement, the prevailing Party in such proceedings shall be entitled to recover all costs incurred by such Party, including reasonable attorneys’ fees, in addition to any other relief to which such Party may
be entitled. Notwithstanding anything to the contrary in this Agreement, in no event shall either Party be entitled to receive any punitive, indirect or consequential damages unless same are a part of a Third Party claim for which a Party is seeking
indemnification hereunder. 
 Article XII 
 Post-Closing Obligations 
 Section 12.01 Allocation of Expense and
Revenues. 
  

	 	(a)	Appropriate adjustments shall be made to the Purchase Price between Buyer and Seller so that (i) Buyer will receive all proceeds from sales of Hydrocarbons that
are produced and saved from and after the Effective Time and any other revenues arising out of the ownership or operation of the Assets from and after the Effective Time, net of all costs and expenses (other than Taxes) that are incurred in the
ownership or operation of the Assets from and after the Effective Time, which shall be borne by Buyer, including, without limitation, all drilling costs, all capital expenditures, all overhead charges under applicable operating or other agreements
(regardless of whether Seller or an affiliate of Seller serves as operator prior to the Closing), and (ii) Seller will receive all proceeds from sales of Hydrocarbons that are produced and saved prior to the Effective Time and any other
revenues arising out of the ownership or operation of the Assets prior to the Effective Time, net of all costs and expenses (other than Taxes) that are incurred in the ownership or operation of the Assets prior to the Effective Time, which shall be
borne by Seller. 

  

	 	(b)	In addition to the foregoing, Seller will be paid (i) the Buyer Additional Asset Taxes, (ii) the amount as of the Effective Time of any prepaid costs,
including rentals and insurance premiums, insofar as such prepaid costs (other than Taxes) relate to periods of time after the Effective Time, and (iii) the value of all merchantable Hydrocarbons produced prior to the Effective Time but in
storage above the inlet connection or upstream of the applicable sales meter on the Closing Date. 

  

	 	(c)	In addition to the foregoing, Buyer will be paid (i) the Seller Additional Asset Taxes, and (ii) an amount equal to all cash in, or attributable to, suspense
accounts relative to the Assets for which Buyer has assumed responsibility under Section 14.02. 

  

	 	(d)	All amounts due under this Section 12.01 will be (i) estimated and adjustments to the Purchase Price paid at Closing will reflect such estimates and
(ii) finally settled in accordance with the Final Statement under Section 12.02. 


  
 -29-









 Section 12.02 Final Statement. 

 

	 	(a)	Seller shall provide to Buyer monthly settlement statements within 15 days after the end of each calendar month following execution of this Agreement until Closing,
setting forth as of the date of such statement a detailed calculation of all post-Closing adjustments applicable to the period of time between the Effective Time and Closing. On or before 90 days after the Closing Date, Seller shall prepare and
deliver to Buyer a post-Closing statement setting forth a detailed calculation of all post-Closing adjustments applicable to the period for time between the Effective Time and Closing (the “Proposed Final Statement”). The Proposed
Final Statement shall include any adjustment or payment which was not finally determined as of the Closing Date and the allocation of revenues and expenses as determined in accordance with Section 12.01. To the extent reasonably required
by Seller, Buyer shall assist in the preparation of the Proposed Final Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the Proposed Final Statement in order to
permit Buyer to perform or cause to be performed an audit. The Proposed Final Statement shall become final and binding upon the parties on the 30th day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer
gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice
of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the Dispute (as defined in Section 16.01) evidenced by the Notice of Disagreement in accordance with Article XVI. 


 

	 	(b)	Within five Business Days after the Final Settlement Date, Seller shall pay to Buyer, or Buyer shall pay to Seller, in immediately available funds the net amount due.
For purposes of this Agreement, the term “Final Statement” shall mean (i) the Proposed Final Statement becoming final pursuant to this Section 12.02, or (ii) upon resolution of any Dispute regarding a Notice of
Disagreement, the revised Proposed Final Statement reflecting such resolutions, which the Parties shall issue, or cause the Independent Expert or arbitrators to issue, as applicable, following such resolution. 


Section 12.03 Further Cooperation. 
  

	 	(a)	Seller shall make the Records available to be picked up by Buyer at the offices of Seller during normal business hours within five Business Days after the Closing to
the extent the Records are in the possession of Seller and are not subject to contractual restrictions on transferability. Seller shall have the right to retain copies of any of the Records and the rights granted under Section 17.03.



  
 -30-










	 	(b)	After the Closing Date, each Party, at the request of the other and without additional consideration, shall execute and deliver, or shall cause to be executed and
delivered, from time to time such further instruments of conveyance and transfer and shall take such other action as the other Party may reasonably request to convey and deliver the Assets to Buyer and to accomplish the orderly transfer of the
Assets to Buyer in the manner contemplated by this Agreement. After the Closing, the Parties will cooperate to have all proceeds received attributable to the Assets be paid to the proper Party hereunder and to have all expenditures to be made with
respect to the Assets be made by the proper Party hereunder. 

 Article XIII 

Covenants and Operation of the Assets 
 Section 13.01 Operations after Effective Time. Seller agrees, from and after the date hereof until Closing, except as expressly contemplated by this Agreement, as expressly consented to in writing
by Buyer, or in situations wherein emergency action is taken in the face of risk to life, property or the environment, to: 
  

	 	(a)	operate the Assets in the usual, regular and ordinary manner consistent with past practice and in compliance with law in all material respects;


  

	 	(b)	maintain the books of account and records relating to the Assets in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each
such Person; 

  

	 	(c)	not enter into a Contract, or materially amend or change the terms of any Contract, that would involve individual commitments of more than $50,000, or enter into any
other material Contract; 

  

	 	(d)	not plug or abandon any well located on the Assets without Buyer’s prior written consent; 


 

	 	(e)	not transfer, sell, mortgage, pledge or dispose of any of the Assets other than the sale and/or disposal of Hydrocarbons in the ordinary course of business or create or
allow any lien on any of the Assets, other than liens that would be Permitted Encumbrances; 

  

	 	(f)	preserve in full force and effect all oil and gas leases, operating agreements, easements, rights-of-way, permits, licenses and agreements that relate to the Assets;


  

	 	(g)	submit to Buyer for prior written approval, all requests for operating or capital expenditures (including AFEs) relating to the Assets that involve individual
commitments of more than $50,000; and 

  

	 	(h)	obtain Buyer’s written approval prior to voting under any operating, joint venture, partnership or similar agreement pertaining to the Assets.



  
 -31-









 In order to reimburse Seller for administrative overhead expenses incurred in order to operate the
properties in accordance with this Section from the Effective Time to the Closing Date, Buyer shall pay Seller a monthly fee of $51,000, based upon the 51 wells operated at a charge of $1,000 per month, prorated for any partial month. 

Section 13.02 Limitations on the Operational Obligations and Liabilities of Seller. 

 

	 	(a)	From and after the date of execution of this Agreement and until the Closing, and subject to the provisions of applicable operating and other agreements, Seller shall
use its reasonable efforts to operate the Assets and use its reasonable efforts to cause any other operators to operate and administer the Assets in a manner consistent with its past practices, and shall carry on its business with respect to the
Assets in substantially the same manner as before execution of this Agreement. 

  

	 	(b)	Buyer acknowledges that Seller owns undivided interests in some or all of the Assets, and Buyer agrees that the acts or omissions of the other working interest owners
shall not constitute a violation of the provisions of this Article XIII, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has voted its interests in a manner that complies with
the provisions of this Article XIII. 

 Section 13.03 Special Meeting; Information Circular/Proxy
Statement. 
  

	 	(a)	The Parties acknowledge and agree that this Agreement and the transaction contemplated hereby are conditioned on and subject to approval by the holders of common shares
of Parent (the “Parent Securityholders”) of the sale of all, or substantially all, of the assets of its wholly owned subsidiary, Seller, by special resolution pursuant to section 190 of the Business Corporations Act (Alberta) (the
“Parent Securityholder Approval”). The Parent Securityholder Approval shall not include or be made conditional upon approval by the Parent Securityholders of any other transaction or matter. 


 

	 	(b)	 As promptly as practicable following the date of this Agreement, Parent shall, (i) establish a record date for, duly call and give notice of,
convene and hold a special meeting (the “Special Meeting”) of the Parent Securityholders for the purpose of obtaining the Parent Securityholder Approval and (ii) prepare and shall file with applicable Regulatory Authorities an
information circular/proxy statement with respect to the transaction for use in soliciting proxies for the Special Meeting and containing all information required by Law to be set forth therein (together with the related notice of the Special
Meeting and form of proxy, the “Information Circular”). The Parties shall reasonably cooperate in connection with the preparation of the Information Circular and Buyer shall have the right to review and comment on the Information
Circular; provided, however, that Parent shall be solely responsible for the content 



  
 -32-










	 	
of the Information Circular and ensuring its compliance with applicable Laws. 

  

	 	(c)	As promptly as practicable after the Information Circular has been approved or otherwise cleared by each of the applicable Regulatory Authorities, Parent shall
(i) mail the Information Circular to the Parent Securityholders in accordance with applicable Law and (ii) use all reasonable efforts to hold the Special Meeting as soon as practicable thereafter and, in any event, not later June 27,
2012. 

  

	 	(d)	Parent hereby confirms to Buyer that the Board of Directors of Parent has unanimously approved this Agreement and determined that the transactions contemplated hereby
are in the best interests of Parent and the Parent Securityholders, and resolved to recommend that the Parent Securityholders vote in favor of the Parent Securityholder Approval. The Information Circular shall contain notice of such approvals,
determinations and resolutions. 

  

	 	(e)	Except for proxies, Seller and Parent will promptly notify Buyer of any notices, correspondence or other communications (written or oral) received from a Regulatory
Authority in connection with the Parent Securityholder Approval, the Special Meeting or the Information Circular, and will provide to Buyer a true and complete copy thereof (if written or otherwise recorded in tangible or electronic form).


  

	 	(f)	Seller and Parent will promptly notify Buyer of any notices, correspondence or other communications (written or oral) received from Parent Securityholders in opposition
to this Agreement, the transactions contemplated hereby or the Parent Securityholder Approval, and will provide to Buyer a true and complete copy thereof (if written or otherwise recorded in tangible or electronic form). 


 

	 	(g)	Parent will allow representatives of Buyer to attend the Special Meeting. 

 Section 13.04 Required Approvals. 
  

	 	(a)	 Following the execution hereof, Parent and Seller shall use commercially reasonable efforts, and Buyer shall cooperate in good faith with Sellers, to
obtain all approvals required from any Regulatory Authority, as defined below. Schedule 13.04 sets forth a list of the Parties’ understanding, as of the date of this Agreement, as to all consents, approvals, notices or filings that are
required to be obtained or made by Parent or Seller in connection with the execution, delivery and performance of this Agreement and consummation of the Transaction (the “Required Approvals”). The Parties shall update Schedule
13.04 from time to time to reflect any changes or updates to the list of Required Approvals. For purposes of this Agreement, “Regulatory Authority” means any: (i) multinational, federal,




  
 -33-










	 	
provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic
or foreign; (ii) any subdivision, agency, commission, board or authority of any of the foregoing; or (iii) any quasigovernmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any
of the foregoing, including any stock exchange. 

  

	 	(b)	The Parties will cooperate with each other (including by furnishing relevant information) in complying with any filing or notification formalities required to obtain
any approval or clearance of or non-objection found to be applicable to the transaction by any competent anti-trust or competition authority; and any other filings, submissions or approvals required from any Governmental Authority or Regulatory
Authority. 

  

	 	(c)	Each Party shall supply the others copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) with Governmental
Authority or Regulatory Authority with respect to this Agreement and the transactions contemplated hereby. 

  

	 	(d)	With respect to information furnished by the Parties in connection with any application, statement or filing relating to the transactions contemplated in this
Agreement, such information at the time such information is furnished shall be correct in all material respects and shall not omit any material fact required to be stated therein or necessary to make the statements therein not misleading.


 Section 13.05 Operation of the Assets After the Closing. It is expressly understood and agreed that
Seller shall not be obligated to continue operating any of the Assets following the Closing and, without modifying Buyer’s rights under this Agreement, Buyer hereby assumes full responsibility for operating (or causing the operation of) all
Assets following the Closing. Seller shall make its Personnel available to Buyer prior to the Closing as may be reasonably necessary to assist in the transition if Buyer becomes the operator. Without implying any obligation on Seller’s part to
continue operating any Assets after the Closing, if Seller elects to continue to operate any Assets following the Closing at the request of Buyer or any Third Party working interest owner, due to constraints of applicable joint operating
agreement(s), failure of a successor operator to take over operations or other reasonable cause, such continued operation by Seller shall be for the account of Buyer, at the sole risk, cost and expense of Buyer. Seller is hereby released and
indemnified by Buyer from all claims, losses, damages, costs, expenses, causes of action and judgments of any kind or character (INCLUDING THOSE RESULTING FROM SELLER’S SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT
LIABILITY) with respect to (a) such continued operations by Seller and (b) compliance with the terms of any applicable joint operating agreement related to the election of a successor operator. 

  
 -34-









 Section 13.06 Casualty Loss. 

 

	 	(a)	Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the date of this Agreement until the Closing, including with
respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of wells and the depreciation of personal property. 


 

	 	(b)	If after the date of this Agreement and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets
shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding,
or the threat thereof and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price. 


 

	 	(c)	Notwithstanding Section 13.06(a), in the event of any loss described in Section 13.06(b), at the Closing, Seller shall pay to Buyer all sums
paid to Seller by Third Parties by reason of the destruction or taking of such Assets, including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title
and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking. Notwithstanding anything to
the contrary in this Section 13.06, Seller shall not be obligated to carry or maintain, and shall have no obligation or liability to Buyer for its failure to carry or maintain, any insurance coverage with respect to any of the Assets.
Notwithstanding anything to the contrary contained in this Section 13.06, should the uncompensated loss as determined by Buyer without being limited by any Allocated Values exceed ten percent of the Purchase Price, Buyer shall have the
option to terminate this Agreement. 

 Section 13.07 Operatorship. Within five Business Days after Closing,
Seller will send out notifications of its resignation as operator for all wells Seller currently operates and is selling to Buyer pursuant to this Agreement. Seller makes no representation and/or warranty to Buyer as to the transferability or
assignability of operatorship of such wells. Buyer acknowledges that the rights and obligations associated with such wells are governed by applicable agreements and that operatorship will be determined by the terms of those agreements. Seller shall
use commercially reasonable efforts to assist Buyer in assuming operatorship under all applicable joint operating agreements. 

Section 13.08 Records. Seller shall provide Buyer with all accounting records and information relating to the Assets for the
period from the Effective Time to the Closing Date, including all revenue and joint interest billing information and well master information. 

  
 -35-









 Section 13.09 Administrative Duties and Other Obligations. Seller shall complete all
administrative duties and other obligations pertaining to the production of minerals from the Assets up to the Closing Date, including without limitation, the filing of all state production and environmental reports, payment of all production
severance taxes and the filing of all severance tax reports, the calculation and payment of all royalties due, the calculation and payment of all third party production, and/or the calculation of payments in kind information, if applicable, and
preparation of the revenue run for the calendar month immediately preceding the calendar month in which the Closing occurs. 

Section 13.10 Reserved. 
 Section 13.11 No-Shop. 
  

	 	(a)	In this Agreement: 

  

	 	(i)	“Acquisition Proposal” means any proposal, inquiry or offer (written or oral) relating to (A) any merger, consolidation, amalgamation, take-over
bid, tender offer, exchange offer, plan of arrangement, recapitalization, liquidation, dissolution, share exchange or sale of assets (including any lease, long-term supply agreement or other arrangement having substantially the same economic effect
as a sale of assets) involving or relating to Parent or Seller, (B) any purchase or sale of shares or other securities of Parent or Seller and/or any right or interests therein, (C) any voting agreement, trust, partnership, joint venture,
proxy solicitation or other arrangement involving or relating to Parent or Seller, or (D) any transactions or arrangements similar to, or having substantially the same effect or consequences as, any of the foregoing, other than the transactions
contemplated by this Agreement, the consummation of which would or would reasonably be expected to impede, interfere with, prevent or delay completion of the transactions contemplated hereby, and where the subject matter of any such event or
circumstance set forth in clause (A) through (D) of this definition represents or involves, whether in one transaction or a series of transactions, 20% or more of the voting power in the capital of Parent or Seller, or 20% or more of the
consolidated assets (measured according to the fair market value thereof as of the date of any such proposal, inquiry or offer) of Parent and Seller taken as a whole, then its consummation will be deemed to impede, interfere with, prevent or delay
completion of the transactions contemplated by this Agreement; provided, however, that an Acquisition Proposal shall not include any sale of assets located in California by Parent or any of its subsidiaries (or any proposal, inquiry, offer,
transaction or arrangement relating solely to any such sale of assets located solely in California and in no way relating to the Assets); and 


  
 -36-










	 	(ii)	“Superior Proposal” means an unsolicited bona fide written Acquisition Proposal made after the date of this Agreement that: 


 

	 	(A)	did not result from a breach of this Agreement; 

  

	 	(B)	neither contravenes nor results from a breach of any agreement between the person making such Acquisition Proposal and Parent or Seller; 


 

	 	(C)	complies with all applicable securities laws; 

  

	 	(D)	is not subject to a financing condition and in respect of which any financing required to complete such Acquisition Proposal has been demonstrated to the satisfaction
of the Board of Directors of Parent, acting in good faith and after receipt of advice from its financial advisor and outside legal counsel, to have been obtained or are reasonably likely to be obtained (as evidenced by a written financing commitment
from one or more financial institutions of national reputation); 

  

	 	(E)	is not subject to a due diligence and/or access condition that would allow greater access to the books, records or personnel of Parent or Seller than was made available
to Buyer prior to the date of this Agreement, which access shall not continue beyond the fifth calendar day after the day on which access is first afforded to the person making the Acquisition Proposal (the “Due Diligence Period”);
and 

  

	 	(F)	the Board of Directors of Parent and any relevant committee thereof has determined in good faith, after receipt of advice from its: 


 

	 	(1)	financial advisor and outside legal counsel, is reasonably likely to be completed without undue delay and in any event on the terms proposed, taking into account all
legal, financial, regulatory and other aspects of the Acquisition Proposal and the person making the Acquisition Proposal; 

  

	 	(2)	 financial advisor, and without assuming away any risk of non-completion, would, if the Acquisition Proposal was consummated according to its terms, be
expected to result in a transaction more favorable, from a financial point of view, to Parent and Seller (taken as a whole) or the Parent Securityholders, as applicable, than the transactions contemplated by this Agreement, including any




  
 -37-










	 	
adjustment to the terms and conditions of this Agreement proposed pursuant to Section 13.11(e) hereof; and 


 

	 	(3)	outside legal counsel, is such that failure to pursue the Acquisition Proposal would be inconsistent with the exercise by the directors of Parent of their fiduciary
duties under applicable laws. 

  

	 	(b)	Parent and Seller shall, and shall cause their respective directors, officers, employees, agents, financial advisors or other representatives (collectively,
“Representatives”) to, immediately terminate any existing solicitations, discussions or negotiations with any person (other than Buyer and its affiliates) with respect to an actual or potential Acquisition Proposal, and shall
discontinue and cause to be discontinued any further access to confidential information concerning the Assets or any data room, virtual or otherwise, containing the same. 


 

	 	(c)	Parent and Seller shall not, directly or indirectly, and shall not permit any of its Representatives to: 


 

	 	(i)	solicit, assist, initiate, facilitate or encourage, or take any action to solicit, assist, initiate, facilitate or encourage (including by way of furnishing information
or permitting any visit to any facilities or entering into any agreement) any Acquisition Proposal or the initiation of any communications regarding an Acquisition Proposal; 


 

	 	(ii)	enter into or participate in any discussions or negotiations with any person regarding an Acquisition Proposal; 


 

	 	(iii)	furnish or provide access to any information concerning Parent, Seller or the Assets to any person in connection with, or that could reasonably be expected to lead to,
an Acquisition Proposal or the initiation of communications regarding an Acquisition Proposal; 

  

	 	(iv)	withdraw, amend or qualify, or propose publicly to withdraw, amend or qualify, in a manner adverse to Buyer, the approval or recommendation of the Board of Directors of
Parent or any committee thereof of this Agreement or the transactions contemplated hereby; 

  

	 	(v)	release, waive or otherwise forbear in the enforcement of any provisions of, or terminate, any confidentiality or “standstill” agreement between Parent or
Seller and any person relating to an actual or potential Acquisition Proposal, or amend any such agreement or consent to the making of an Acquisition Proposal in accordance with the terms of such agreement; or 


  
 -38-










	 	(vi)	accept, approve, recommend or enter into an agreement to implement any Acquisition Proposal, other than a confidentiality agreement as contemplated in this
Section 13.11(c), or authorize or propose publicly to do any of the foregoing; 

 provided, however,
that notwithstanding any other provision hereof Parent and Seller and their respective Representatives may: 
  

	 	(A)	enter into and participate in discussions or negotiations regarding an Acquisition Proposal with a person who, without any solicitation, assistance, initiation,
facilitation or encouragement, directly or indirectly, by Parent or Seller or any of their respective Representatives, seeks to initiate such discussions or negotiations and, subject to such person entering into a confidentiality agreement with
Parent and Seller on substantially the same terms as the Confidentiality Agreement dated January 19, 2012 between BreitBurn Management Company LLC and Pacific Coast Energy Company LP and Parent (provided that such confidentiality agreement
shall provide for the disclosure thereof, along with the information provided thereunder, to Buyer) may furnish such person with or otherwise provide them with access to information concerning Parent, Seller or the Assets, if and only to the extent
that: 

  

	 	(1)	Parent or Seller has received an Acquisition Proposal from such person that, based on the information then available to the Board of Directors of Parent, constitutes a
Superior Proposal, and the Board of Directors of Parent has determined in good faith, after receipt of advice from outside legal counsel, that failure to take such action would be inconsistent with the exercise by the directors of Parent of their
fiduciary duties under applicable laws; 

  

	 	(2)	prior to entering into or participating in any such discussions or negotiations or furnishing or providing access to any such information, Parent or Seller shall have
complied with their obligations under Section 13.11(d), as applicable, and notified Buyer of its intended action; and 

  

	 	(3)	 prior to furnishing or providing access to any such information, Parent or Seller shall have provided to Buyer a copy of the confidentiality agreement
entered into with such person, a list of information 



  
 -39-










	 	
to be provided to such person, and copies of any such information not previously provided to Buyer; 

  

	 	(B)	in the event of a take-over bid for securities of Parent, comply with applicable securities laws relating to the provision of directors’ circulars and make
appropriate disclosure to its securityholders with respect to thereto; and 

  

	 	(C)	accept, approve, recommend or enter into an agreement to implement an Acquisition Proposal that constitutes a Superior Proposal, and in connection therewith withdraw,
amend or qualify, in a manner adverse to Buyer, the approval or recommendation of the Board of Directors of Parent or any committee thereof of this Agreement or the transactions contemplated hereby, if 


 

	 	(1)	Parent and Seller shall have complied with their obligations under this Section 13.11; 


 

	 	(2)	any Due Diligence Period contemplated under the Superior Proposal shall have expired; 


 

	 	(3)	the Board of Directors of Parent determines in good faith, after considering all proposals to adjust the terms of this Agreement as contemplated by
Section 13.11(e) and after receipt of advice from outside legal counsel, that failure to take such action would be inconsistent with the exercise by the directors of Parent of their fiduciary duties under applicable laws;


  

	 	(4)	at least five Business Days have elapsed from the later of the date on which Buyer received notice pursuant to Section 13.11(e) of the Superior Proposal
and, if Buyer proposes to adjust the terms of this Agreement as contemplated by Section 13.11(e), the date on which Buyer received notice of the determination of the Board of Directors of Parent whether the Acquisition Proposal still
constitutes a Superior Proposal after giving effect to the adjusted transaction terms under Buyer’s proposal; and 

  

	 	(5)	Seller terminates this Agreement in accordance with Section 11.01 and concurrently therewith pays to Buyer a fee of $5,000,000 in immediately available
funds; 


  
 -40-










	 	(d)	Parent and Seller shall promptly (and in any event within 24 hours of receipt) notify Buyer, at first orally and thereafter in writing, of any Acquisition Proposal (or
amendment thereto), any communication relating to an Acquisition Proposal (including any request for discussions or negotiations), any request for non-public information concerning the Assets or any communication from a person that has made an
Acquisition Proposal or informs Parent or Seller or any of their respective Representatives that it is considering making an Acquisition Proposal, received after the date hereof by Parent or Seller (directly or through any of their respective
Representatives), and provide to Buyer a true and complete copy thereof and of any response thereto made by or on behalf of Parent or Buyer or, if the Acquisition Proposal (or amendment thereto), request, communication or response is not written or
otherwise recorded in tangible or electronic form, a description of the material terms thereof, the identity of the person who made it and such other particulars relating thereto as Buyer may reasonably request. Parent and Seller shall keep Buyer
fully informed of the status of and any change to the material terms of any such Acquisition Proposal (or amendment thereto), request, communication or response. 


 

	 	(e)	 If Parent or Seller (directly or through any of their respective Representatives) receive a Superior Proposal, Parent or Seller shall, in addition to
their obligations under Section 13.11(d), give Buyer, orally and in writing, not less than five Business Days’ advance notice of any decision by the Board of Directors of Parent to accept, approve, recommend or to authorize an
agreement to implement the Superior Proposal, which notice shall confirm that the Board of Directors of Parent has determined that the Acquisition Proposal in question constitutes a Superior Proposal, shall confirm the identity of the person making
the Superior Proposal, and shall be accompanied by a true and complete copy of the Superior Proposal, any amendments thereto and any material correspondence relating thereto. During such five Business Day period, Buyer shall have the opportunity,
but not the obligation, to propose to amend the terms of this Agreement and the transactions contemplated hereby, and in that event Parent and Seller shall, and shall cause their respective Representatives to, negotiate in good faith with Buyer to
make such adjustments in the terms of this Agreement and the transactions contemplated hereby as are acceptable to Buyer and would enable completion of the transactions contemplated by this Agreement (as amended) on such adjusted terms instead of
the Superior Proposal. The Board of Directors of Parent shall diligently and promptly review any such proposal by Buyer and determine in good faith whether the Acquisition Proposal still constitutes a Superior Proposal after giving effect to the
adjusted transaction terms under Buyer’s proposal, and Parent or Buyer shall give Buyer, orally and in writing, prompt notice of such determination. If Buyer proposes to adjust the terms of this Agreement and the transactions contemplated
hereby in a manner that would result in 



  
 -41-










	 	
a transaction more favorable, from a financial point of view, to Parent and Seller (taken as a whole) or the Parent Securityholders, as applicable, than the transaction contemplated by the
Acquisition Proposal and so advises the Board of Directors of Parent within five Business Days of receiving written notice of the Superior Proposal, Parent and Seller shall not accept, approve, recommend or enter into any agreement to implement such
Superior Proposal or release the person making the Superior Proposal from any confidentiality or “standstill” obligations, and shall not withdraw, amend or qualify in any manner the approval or recommendation of the Board of Directors of
Parent or any committee thereof of this Agreement or the transactions contemplated hereby in a manner adverse to Buyer. 

  

	 	(f)	Each of Parent and Seller acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes
of this Section 13.11. 

  

	 	(g)	The Board of Directors of Parent shall promptly reaffirm its approval and recommendation of this Agreement and the transactions contemplated hereby by news release in
the event that any Acquisition Proposal is publicly announced and either (i) the Board of Directors of Parent determines that the Acquisition Proposal is not a Superior Proposal, or (ii) the Board of Directors of Parent determines that a
proposal by Buyer to adjust the terms of this Agreement and the transactions contemplated hereby, as contemplated by Section 13.11(e), would result in the Acquisition Proposal not being a Superior Proposal, and Buyer has agreed to such
adjustments. Buyer shall be given a reasonable opportunity to review and comment on any such news release. 

  

	 	(h)	Parent and Seller shall ensure that their Representatives are aware of the provisions of this Section 13.11, and shall be jointly and severally responsible
for any breach of this Section 13.11 by any such Representative. 

 Section 13.12 Support
Agreement. Concurrently with the signing of this Agreement, Seller shall deliver to Buyer an executed support agreement in the form of the agreement attached as Exhibit G from each of the officers and directors of Seller listed on
Schedule 13.12. 
 Article XIV 
 Obligations and Indemnification 
 Section 14.01 Retained
Obligations. Provided that the Closing occurs, Seller shall retain all obligations and liabilities for, under, relating to or arising from (a) the payment or improper payment of royalties, rentals and other similar payments under the Leases
relating to the Subject Interests accruing prior to the Effective Time; (b) under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for
goods and services provided prior to the Effective Time, and (iii) other 

  
 -42-









 
payment obligations that accrue and become due prior to the Effective Time; (c) any claim for personal injury or death relating to the Assets and occurring prior to the Closing Date to the
extent arising out of or attributable to the period prior to the Closing Date; (d) (i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable Law on Seller or Parent or any of their affiliates, or any
combined, unitary or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively
born by Seller pursuant to Section 10.02(b)(iii) or Section 12.01(c)(i)), (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets and (iv) and any all other Taxes imposed on
or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) the litigation matters set forth on Schedule 5.06; (f) any offsite disposal of hazardous
materials by Seller, prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) any breach by Seller of any of Seller’s representations and warranties
contained in Article V (or the corresponding representation and warranty made by Seller in the certificate delivered pursuant to Section 10.04(c) or its covenants hereunder); (i) any act or omission by Seller involving or
relating to the Excluded Assets or any other assets excluded from the Assets pursuant to the terms hereof; (j) the matters set forth on Schedule 5.06; (k) taxes of Seller and (l) liens, security interests and similar charges
against the Assets relating to amounts that are being disputed in good faith by Seller as of the date hereof or the Closing Date, as applicable (collectively, the “Retained Obligations”). 

Section 14.02 Assumed Obligations. Provided that the Closing occurs, Buyer hereby assumes all duties, obligations and liabilities
of every kind and character with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), whether attributable to periods before or after the Effective Time, including, without limitation, those arising out
of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) imbalances, (c) suspense accounts, (d) Asset Taxes allocable to Buyer pursuant to
Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively born by Buyer under Section 10.02(a)(ii) and Section 12.01(b)(i), (e) the condition of the Subject Interests,
regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wells, flowlines, gathering lines or other facilities, equipment or other personal
property or fixtures comprising part of the Assets and (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including
conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests), regardless of whether such obligations or conditions or events giving rise to such obligations, arose, occurred or
accrued before or after the Effective Time. 
 Section 14.03 Buyer’s Indemnification. Provided that the Closing
occurs, except to the extent Seller has indemnification obligations under Section 14.04 or Section 14.05 Buyer shall release, defend, indemnify and hold harmless Seller, its partners, and their respective officers, directors,
employees, agents, partners, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Seller Indemnitees”) from and against: (a) any and all claims, damages, liabilities,
losses, causes of action, costs and expenses (including, without limitation, those involving theories of negligence or strict liability and including court 

  
 -43-









 
costs and attorneys’ fees) (collectively, the “Losses”) to the extent resulting from, arising out of, or related to the Assumed Obligations, and (b) any breach by Buyer
of any of Buyer’s representations and warranties contained in Article VI (or the corresponding representation and warranty made by Buyer in the certificate delivered pursuant to Section 10.05(b)), REGARDLESS OF WHETHER
CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES. 
 Section 14.04 Seller’s Indemnification – Third Party Non-Environmental Claims. Provided that the Closing occurs, Seller shall release, defend, indemnify and hold harmless Buyer, its
members and affiliates, and their respective officers, directors, employees, agents, representatives, members, shareholders, affiliates, subsidiaries, successors and assigns (collectively, the “Buyer Indemnitees”) from and against:
(a) any and all Third Party non-environmental claims relating to Seller’s ownership or operation of the Assets prior to the Effective Time or as a result of, arising out of, or related to the Retained Obligations, (b) any breach by
Seller of any of Seller’s representations and warranties contained in Article V (or the corresponding representation and warranty made by Seller in the certificate delivered pursuant to Section 10.04(c) or its covenants
hereunder), (c) any act or omission by Seller involving or relating to the Excluded Assets or any other assets excluded from the Assets pursuant to the terms hereof, (d) the matters set forth on Schedule 5.06, (e) any claim for
personal injury or death relating to the Assets and occurring prior to the Closing Date to the extent arising out of or attributable to the period prior to the Closing Date, and (f) taxes of Seller, in each case, REGARDLESS OF WHETHER CAUSED
OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary contained herein, Seller’s indemnification
obligation under this Section 14.04 shall only apply if (a) Buyer has provided Seller with written notice claiming indemnification within 90 days after Closing, and (b) Buyer shall bear sole responsibility for the aggregate
costs associated with all Third Party non-environmental claims and all Third Party environmental claims described in Section 14.05 relating to time periods prior to the Effective Time up to a deductible percentage of three percent
(3%) of the Purchase Price. By the prior sentence, it is the intent that Seller only be obligated to the extent of the excess of the claims above the deductible percentage of three percent (3%). 

Section 14.05 Seller’s Indemnification – Third Party Environmental Claims. Provided that the Closing occurs, Seller
shall release, defend, indemnify and hold harmless Buyer, its partners, and their respective officers, directors, employees, agents, representatives, members, shareholders, affiliates and subsidiaries (collectively, Buyer Indemnitees) from and
against any and all Third Party environmental claims relating to Seller’s ownership or operation of the Assets prior to the Effective Time or as a result of, arising out of, or related to the Retained Obligations REGARDLESS OF WHETHER CAUSED
OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary contained herein, Seller’s indemnification obligation
under this Section 14.05 shall only apply if (i) Buyer has provided Seller with written notice claiming indemnification within 90 days after the Closing, and (ii) Buyer shall bear sole responsibility for the aggregate costs
associated with all Third Party environmental claims all Third Party non-environmental claims 

  
 -44-









 
described in Section 14.04 relating to time periods prior to the Effective Time up to a threshold percentage of three percent (3%) of the Purchase Price. By the prior sentence,
it is the intent that Seller only be obligated to the extent of the excess of the claims above the deductible percentage of three percent (3%). 
 Section 14.06 Notices and Defense of Indemnified Matters. Each Party shall promptly notify the other Party of any matter of which it becomes aware and for which it is entitled to indemnification
from the other Party under this Agreement; provided, that any failure by the indemnified Party to notify the indemnifying Party shall not affect the indemnified Party’s rights to indemnification except the extent that the indemnifying Party is
actually prejudiced by the delay. The indemnifying Party shall be obligated to defend, at the indemnifying Party’s sole expense, any litigation or other administrative or adversarial proceeding against the indemnified Party relating to any
matter for which the indemnifying Party has agreed to indemnify and hold the indemnified Party harmless under this Agreement. However, the indemnified Party shall have the right to participate with the indemnifying Party in the defense of any such
matter at its own expense. 
 Article XV 
 Limitations on Representations and Warranties 
 Section 15.01
Disclaimers of Representations and Warranties. The express representations and warranties of Seller and/or Parent contained in this Agreement are exclusive and are in lieu of all other representations and warranties, express, implied or
statutory. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER AND/OR PARENT IN THIS AGREEMENT AND THE SPECIAL WARRANTY IN THE ASSIGNMENT, BUYER ACKNOWLEDGES THAT SELLER AND/OR PARENT HAS NOT MADE, AND SELLER AND/OR PARENT HEREBY EXPRESSLY DISCLAIMS
AND NEGATES, AND BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR
THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER
FURNISHED TO BUYER BY OR ON BEHALF OF SELLER AND/OR PARENT, AND (c) THE ENVIRONMENTAL CONDITION OF THE ASSETS. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER AND/OR PARENT IN THIS AGREEMENT AND THE SPECIAL WARRANTY IN THE ASSIGNMENT, SELLER
AND/OR PARENT EXPRESSLY DISCLAIMS AND NEGATES, AND BUYER HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY,
(ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION OR RETURN OF THE 

  
 -45-









 
PURCHASE PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (vi) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND
(vii) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF BUYER AND SELLER AND/OR PARENT THAT THE PERSONAL
PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS SHALL BE CONVEYED TO BUYER, AND BUYER SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND BUYER REPRESENTS TO SELLER
AND/OR PARENT THAT BUYER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS BUYER DEEMS APPROPRIATE. SELLER AND/OR PARENT AND BUYER AGREE THAT, TO THE EXTENT
REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER. 

Section 15.02 Independent Investigation. Buyer represents and acknowledges that it is knowledgeable of the oil and gas business
and of the usual and customary practices of producers such as Seller and/or Parent and that it has had (or will have prior to the Closing) access to the Assets, the officers and employees of Seller and/or Parent, and the books, records and files of
Seller and/or Parent relating to the Assets, and in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent due diligence investigation of the
Assets and upon the representations and warranties made in Article V and the special warranty in the Assignment, and not on any other representations or warranties of Seller and/or Parent or any other Person or entity. 

Section 15.03 Survival. Notwithstanding anything contained in this Agreement to the contrary, the representations, warranties,
covenants and obligations of Seller under this Agreement shall not survive the Closing. The representations, warranties, covenants and obligations of Parent pursuant to Section 17.16, or otherwise, shall survive the Closing for 90 days
only. Notwithstanding the termination of any representation or warranty pursuant to this Section 15.03, any claim for breach of representation or warranty properly raised prior to the expiration of such representation or warranty shall
survive until such claim and the payment and the indemnity with respect thereto are resolved. 
 Article XVI 

Dispute Resolution 
 Section 16.01 General. Any and all claims, Disputes, controversies or other matters in question arising out of or relating to title issues, environmental issues or calculation of the Statement or
revisions thereto (all of which are referred to herein as “Disputes” which term shall not include any other disputes claims, disputes, controversies or other matters in question arising under this Agreement) shall be resolved in the
manner prescribed by this Article XVI. 

  
 -46-









 Section 16.02 Senior Management. If a Dispute occurs that the senior representatives
of the Parties responsible for the transaction contemplated by this Agreement have been unable to settle or agree upon within a period of fifteen (15) days after such Dispute arose, Seller shall nominate and commit one of its senior officers,
and Buyer shall nominate and commit one of its senior officers, to meet at a mutually agreed time and place not later than thirty (30) days after the Dispute has arisen to attempt to resolve same. If such senior management have been unable to
resolve such Dispute within a period of fifteen (15) days after such meeting, or if such meeting has not occurred within forty-five (45) days following such Dispute arising, then either Party shall have the right, by written notice to the
other, to resolve the Dispute through the relevant Independent Expert pursuant to Section 16.03. 
 Section 16.03
Dispute by Independent Expert. 
  

	 	(a)	Each Party shall have the right to submit Disputes regarding title issues, environmental issues or calculation of the Statement or revisions thereto, to an independent
expert appointed in accordance with this Section 16.03 (each, an “Independent Expert”), who shall serve as sole arbitrator. The Independent Expert shall be appointed by mutual agreement of the Parties from among
candidates with experience and expertise in the area that is the subject of such Dispute, and failing such agreement, such Independent Expert for such Dispute shall be selected in accordance with the Rules (as defined in Subsection (b) of this
Section 16.03). 

  

	 	(b)	Disputes to be resolved by an Independent Expert shall be resolved in accordance with mutually agreed procedures and rules and failing such agreement, in accordance
with the rules and procedures of the Texas Arbitration Act and the Rules of the American Arbitration Association to the extent such Rules do not conflict with such Texas Arbitration Act or the provisions of this Agreement. The Independent Expert
shall be instructed by the Parties to resolve such Dispute as soon as reasonably practicable in light of the circumstances. The decision and award of the Independent Expert shall be binding upon the Parties as an award under the Federal Arbitration
Act and final and nonappealable to the maximum extent permitted by Law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any Party as a final judgment of such court. 


 

	 	(c)	The charges and expenses of the arbitrator shall be shared equally by Seller and Buyer. 


 

	 	(d)	Any arbitration hearing held pursuant to Section 3.05 or Section 16.03 shall be held in Los Angeles, California. 


Section 16.04 Limitation on Arbitration. ALL OTHER DISAGREEMENTS, DIFFERENCES, OR DISPUTES ARISING BETWEEN SELLER AND BUYER UNDER
THE TERMS OF THIS AGREEMENT (AND NOT COVERED BY SECTIONS 3.05 OR 16.03) SHALL NOT BE SUBJECT TO ARBITRATION AND SHALL BE DETERMINED BY A 

  
 -47-









 
COURT OF COMPETENT JURISDICTION, UNLESS THE PARTIES OTHERWISE MUTUALLY AGREE. 
 Article XVII 
 Miscellaneous 

Section 17.01 Names. As soon as reasonably possible after the Closing, but in no event later than 60 days after the Closing, Buyer
shall remove the names of Seller and its affiliates, and all variations thereof, from all of the Assets and make the requisite filings with, and provide the requisite notices to, the appropriate federal, state or local agencies to place the title or
other indicia of ownership, including operation of the Assets, in a name other than the name of the Seller or any of its affiliates, or any variations thereof. 
 Section 17.02 Expenses. Except as otherwise expressly set forth in this Agreement, including due diligence expenses, incurred by it in connection with this transaction, and neither Party shall be
entitled to any reimbursement for such expenses from the other Party. 
 Section 17.03 Document Retention. As used in
this Section 17.03, the term “Documents” shall mean all files, documents, books, records and other data delivered to Buyer by Seller pursuant to the provisions of this Agreement, including, but not limited to: financial
and tax accounting records; land, title and division of interest files; contracts; engineering and well files; and books and records related to the operation of the Assets prior to the Closing Date. 

Section 17.04 Entire Agreement. This Agreement, the documents to be executed hereunder, and the exhibits attached hereto
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. No supplement, amendment, alteration, modification or waiver of this Agreement shall be binding unless executed in writing by the Parties and specifically referencing this Agreement. 

Section 17.05 Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 
 Section 17.06 Publicity and Disclosure of Agreement. Unless required by Law, neither Seller nor Buyer shall issue any public announcement or press release concerning the transactions contemplated
herein without the written consent of the other Party. The Parties agree to consult with each other prior to issuing any press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated herein or
making any filing with any Regulatory Authority with respect thereto, except as may be required by applicable Law or by obligations pursuant to any listing agreement with a stock exchange and only after using its reasonable commercial efforts to
consult the other Party, taking into account the time constraints to which it is subject as a result of such Law or obligation. Each of the Parties shall use its commercially reasonable efforts to enable the other of them to review and comment on
all such press releases and filings prior to the release thereof. The Parties acknowledge and agree that this Agreement shall be filed as required with any applicable 

  
 -48-









 
Governmental Authority or Regulatory Authority and included, in whole or in part, in the Information Circular or as otherwise required to be disclosed in accordance with applicable Law.

 Section 17.07 Reasonable Commercial Efforts. Each Party shall use its respective reasonable commercial efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated herein, including the execution and delivery of such additional or further consents, documents and other instruments and shall take all such further actions as the other Parties may reasonably request for
the purpose of effectively carrying out the transactions contemplated by this Agreement and the other related agreements. 

Section 17.08 Construction. 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. The Parties acknowledge that they have participated jointly in the negotiation and drafting of this Agreement and as such the Parties agree that if an ambiguity or
question of intent or interpretation arises hereunder, this Agreement shall not be construed more strictly against one Party than another on the grounds of authorship. 
 Section 17.09 No Third Party Beneficiaries. Except as provided in Sections 14.04 and 14.05, nothing in this Agreement shall provide any benefit to any Third Party or entitle any Third
Party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall otherwise not be construed as a Third Party beneficiary contract. 

Section 17.10 Assignment. Neither Party may assign or delegate any of its rights or duties hereunder without the prior written
consent of the other Party and any assignment made without such consent shall be void. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted
successors, assigns and legal representatives. 
 Section 17.11 Governing Law. This Agreement, other documents delivered
pursuant hereto and the legal relations between the Parties shall be governed and construed in accordance with the Laws of the State of Wyoming, without giving effect to principles of conflicts of Laws that would result in the application of the
Laws of another jurisdiction. The Parties agree to venue in Park County, Wyoming. 
 Section 17.12 Notices. Any notice,
communication, request, instruction or other document required or permitted hereunder shall be given in writing and delivered in Person or sent by U.S. Mail postage prepaid, return receipt requested, overnight courier or facsimile to the addresses
of Seller and Buyer set forth below. Any such notice shall be effective only upon receipt. 

  
 -49-










			
	 Parent and Seller:
	  	 Clarence Cottman
 c/o Legacy
Energy, Inc.
 1160 Eugenia Place, Ste. 100
 Carpinteria, CA 93013
 Fax: 805-566-2917

OR

		
		  	 Scott Dobson
 c/o Legacy
Energy, Inc.
 1160 Eugenia Place, Ste. 100
 Carpinteria, CA 93013
 Fax: 805-566-2917

		
	 Buyer:
	  	 Greg Brown
 c/o BreitBurn
Management Company, LLC
 515 S. Flower Street, Ste. 4800
 Los Angeles, CA 90071
 Fax: (213) 225-5916


 Either Party may, by written notice so delivered to the other Party, change its address for notice purposes hereunder.

 Section 17.13 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to modify this Agreement so as to effect their
original intent as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 
 Section 17.14 Time of the Essence. Time shall be of the essence with respect to all time periods and notice periods set forth in this Agreement. 

Section 17.15 Counterpart Execution. This Agreement may be executed in any number of counterparts, and each counterpart hereof
shall be effective as to each Party that executes the same whether or not all of such Parties execute the same counterpart. If counterparts of this Agreement are executed, the signature pages from various counterparts may be combined into one
composite instrument for all purposes. All counterparts together shall constitute only one Agreement, but each counterpart shall be considered an original. 
 Section 17.16 Parent Liability. Parent agrees that it is and shall be jointly and severally liable for all of Seller’s obligations under this Agreement and under any document to be entered
into by Seller at Closing. 
 Section 17.17 Financial Statements. 

 

	 	(a)	 Seller shall prepare, at the sole cost and expense of Buyer, the financial statements and all notes thereto related to the Assets (the “Special
Financial Statements”) that will be required of Buyer by the Securities and 



  
 -50-










	 	
Exchange Commission (“SEC”) in connection with any reports, registration statements or other filings to be made by Buyer or any of its affiliates related to the transactions
contemplated by this Agreement with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in such form that such
statements and notes thereto can be audited by the Seller’s external audit firm (“Seller’s Auditor”). Seller shall cooperate with and permit Buyer to reasonably participate in the preparation of the Special Financial
Statements and shall provide Buyer and its representatives with reasonable access to Seller’s personnel who engage in the preparation of the Special Financial Statements. 


 

	 	(b)	Seller shall execute and deliver, or cause to be executed and delivered, to Seller’s Auditor such representation letters, in form and substance customary for
representation letters provided to external audit firms by Seller (if the financial statements are subject of an audit or are the subject of a review pursuant to Statement of Accounting Standards 100 (Interim Financial Information)), as may be
reasonably requested by Seller’s Auditor, with respect to the Special Financial Statements. Buyer agrees that (i) Buyer shall indemnify and hold harmless Seller and provide a defense for Seller (excluding, in each case, the negligence of
Seller) with regard to the execution, delivery or any other action related to the provision of (A) any representation letter delivered by Seller to Seller’s Auditor, (B) the Special Financial Statements and (C) the Audited
Special Financial Statements, (ii) Buyer shall provide a customary representation letter to Seller’s Auditor, if reasonably requested, and (iii) Buyer’s existing outside auditors shall provide a customary representation letter to
Seller’s Auditor, if reasonably requested. 

  

	 	(c)	 Seller will engage Seller’s Auditor to perform an audit of the Special Financial Statements and shall use commercially reasonable efforts to cause
Seller’s Auditor to issue unqualified opinions with respect to the Special Financial Statements (the Special Financial Statements and related audit opinions being hereinafter referred to as the “Audited Special Financial
Statements”), and provide its written consent for the use of Seller’s audit reports with respect to Special Financial Statements in reports, registration statements, or other documents filed by the Buyer or any of its affiliates under
the Securities Act or the Exchange Act, as needed. Buyer shall reimburse Seller for all fees charged by Seller’s Auditor with respect to the preparation and delivery by Seller’s Auditor to Buyer of the Audited Special Financial Statements
and any other fees charged by Seller’s Auditor to facilitate Buyer’s ongoing compliance with SEC rules and regulations. Seller shall take all reasonable action as may be necessary to facilitate the completion of such audit and delivery of
the Audited Special Financial Statements to Buyer or any of its affiliates as soon as reasonably practicable. Buyer shall reimburse Seller for all other 



  
 -51-










	 	
reasonable costs and expenses incurred in complying with this Section 17.17. 

  

	 	(d)	At the Closing, Seller shall deliver to Buyer the Audited Special Financial Statements as of and for the year ended December 31, 2011 and the unaudited interim
Special Financial Statements for the three months ended March 31, 2012 pursuant to Section 10.04(h). If the Closing occurs on or after June 30, 2012, Seller shall deliver to Buyer the unaudited interim Special Financial
Statements for the three months ended June 30, 2012 on or before August 1, 2012. 

 Signature page
follows 

  
 -52-









 IN WITNESS WHEREOF, Seller, Parent and Buyer have executed and delivered this Agreement as
of the date first set forth above. 
  

			
	SELLER:
	
	LEGACY ENERGY, INC.
		
	By:	 	/s/ Clarence Cottman
	Name: Clarence Cottman
	Title: Chief Executive Officer
	
	PARENT:
	
	NIMIN ENERGY, CORP.
		
	By:	 	/s/ Clarence Cottman
	Name: Clarence Cottman
	Title: Chief Executive Officer
	
	BUYER:
	
	BREITBURN OPERATING L.P.
	
	BY: BREITBURN OPERATING GP, LLC, its general partner
		
	By:	 	/s/ Randall H. Breitenbach
	Name: Randall H. Breitenbach
	Title: President


 Signature Page to Purchase and Sale Agreement 







 EXHIBIT A 
 THE LEASES 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 FERGUSON
RANCH UNIT 
  

			
	LEASE NO.:	  	WY029-0004
	LESSOR:	  	State of Wyoming #0-19128-A
	LESSEE:	  	Bruce Anderson
	DATE:	  	May 16, 1955
	RECORDED:	  	Book 346, Page 291
	DESCRIPTION:	  	T50N-R102W, 6th P. M.
		
		  	Section 23: Lots 2, 3; SW/4 SW/4
		
		  	Section 26: NW/4 NW/4
		
	LEASE NO.:	  	WY029-0001-01
	LESSOR:	  	Hunt Oil Company
	LESSEE:	  	Terra Resources, Inc.
	DATE:	  	August 19, 1971
	RECORDED:	  	Book 357, Page 351
	DESCRIPTION:	  	INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS THE FOLLOWING DESCRIBED LANDS:
		  	T50N-R102W, 6th P. M.
		
		  	Section 14: Lot 7, surface to 3947’
		
		  	Section 23: NW/4 NW/4, surface to 3893’

 LESS AND EXCEPT unto Seller, its successors and assigns, all royalty proceeds accruing to the subject lease attributable
to production from the Ferguson Ranch Unit for so long as said Unit Agreement remains in effect. 
  

			
	LEASE NO.:	  	WY029-0002
	LESSOR:	  	Hunt Oil Company
	LESSEE:	  	Terra Resources, Inc.
	DATE:	  	August 1, 1979
	RECORDED:	  	Book 43, Page 794
	DESCRIPTION:	  	INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS THE FOLLOWING DESCRIBED LANDS:
		  	T50N-R102W, 6th P. M.
		  	  
 Section 23: 5.165 acres out of Lot 51B, being more
particularly described as those lands in Lot 51B subject to that certain Pooling Agreement and Designation of Ferguson Ranch #8 Unit, by and between the Commissioner of Public Lands of the State of Wyoming



  

			
	Exhibit A	 	Page 1 of 8










			
		
		  	and Terra Resources, Inc., et al dated July 1, 1979 and recorded in the records of the Park County Clerk in Book 45, Page 508.

 LESS AND EXCEPT unto Seller, its successors and assigns, all royalty proceeds accruing to the subject lease attributable
to production from the Ferguson Ranch Unit for so long as said Unit Agreement remains in effect. 
  

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:

DESCRIPTION:
	  	 WY029-0001-02
 Hunt Oil
Company
 Faulconer Resources 1999 Limited Partnership
 May 18, 2001
 DOC #2001 3560
 T50N-R102W, 6th
P. M.
  

Section 14: 53.51 acres, being all of Lot 7, identified as part of Tract No. 3 of the unitized area formed pursuant to that certain Unit
Agreement for the Ferguson Ranch Unit dated as of September 28, 1995 and recorded in Park County as Document 1996 3404, as to all rights below the subsurface depth of 3947 feet.

 
 Section 23: 40.00 acres, being the NW/4 NW/4 (part of Lot 55),
identified as part of Tract No. 3 of the unitized area formed pursuant to that certain Unit Agreement for the Ferguson Ranch Unit dated as of September 28, 1995 and recorded in Park County as Document 1996 3404, as to all rights below the
subsurface depth of 3893 feet.
  
 Containing 93.51 acres, more or
less.


 LESS AND EXCEPT unto Seller, its successors and assigns, all royalty proceeds accruing to the subject lease attributable
to the hydrocarbons produced from any wells located in the Ferguson Ranch Unit, unless and to the extent any such wells are used to produce hydrocarbons from new completions below the base of the deepest unitized formation in the Ferguson Ranch
Unit. 
  

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:

DESCRIPTION:
	  	 WY029-0003
 Hunt Oil
Company
 Faulconer Resources 1999 Limited Partnership
 December 21, 2000, effective June 1, 2000
 DOC #2000 3961

T50N-R102W, 6th P. M. (as amended)
  

Section 23: 26.924 acres being all of Lot 1 and part of Lots (Tracts) 51A and 51B, identified as Tract No. 5 of the unitized area formed
pursuant to that certain Unit Agreement for Ferguson Ranch Unit dated as of September 28, 1995 and recorded in the Park County Clerk records of June 10, 1996 as document 1996 3404 (the “Ferguson Ranch Unit”).

 
 Section 23: 13.995 acres being that part of Lot 4 identified as Tract 6
of the Ferguson Ranch Unit.



  

			
	Exhibit A	 	Page 2 of 8










			
		  	 Section 26: SW/4 NW/4, being Tract 4 of the Ferguson Ranch Unit.

 
 Section 26: 28.345 acres, being part of the E/2 NW/4 identified as Tract
No. 7 of the Ferguson Ranch Unit.
  
 Containing 109.264 acres, more or
less.


 LESS AND EXCEPT unto Seller, its successors and assigns, all royalty proceeds accruing to the subject lease attributable
to the hydrocarbons produced from any wells located in the Ferguson Ranch Unit, unless and to the extent any such wells are used to produce hydrocarbons from new completions below the base of the deepest unitized formation in the Ferguson Ranch
Unit. 
 AMENDMENT TO OIL AND GAS LEASE 
  

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:
	  	 WY029-0003
 Hunt Oil
Company
 Faulconer Resources 1999 Limited Partnership
 December 21, 2000, effective June 1, 2000
 Doc. #2000 7719


 PIPELINE EASEMENT 
  

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:

DESCRIPTION:
	  	 Not available
 Hunt Oil
Company
 Amax Petroleum Corporation

March 16, 1967
 Not recorded

T50N-R102W, 6th P. M.
  
 Section 2: W/2
  

T51N-R102W, 6th P. M.
  
 Section 26: W/2
  

Section 35: W/2
 (Pipeline Easement
for flowline from Ferguson Ranch Unit)


 SHEEP POINT FIELD 
 PARK COUNTY, WY 
  

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:

DESCRIPTION:
	  	 WY029-0020
 State of Wyoming
#66-17899
 W. D. Tolan

December 2, 1966
 Book 381, Page
184
 T47N-R102W,
6th P. M.
  

Section 16: W/2; NE/4; S/2 SE/4; NE/4 SE/4



  

			
	Exhibit A	 	Page 3 of 8










			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:

DESCRIPTION:
	  	 WY029-0021
 State of Wyoming
#66-17899A
 W. D. Tolan

December 2, 1966
 Book 381, Page
184
 T47N-R102W,
6th P. M.
  

Section 16: NW/4 SE/4


 LESS AND EXCEPT unto Seller, its successors and assigns, all right, title and interest in and to any existing royalty
and/or overriding royalty interests owned or held by Seller (or affiliate of Seller) in or to the leases and lands. 
 WILLOW DRAW FIELD

 PARK COUNTY, WY 
  

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 DESCRIPTION:
	  	 WY10-00242
 State of
Wyoming
 Legacy Energy, Inc.

June 2, 2010
 T48N R104W

 
 Section 36: Part of Tract 50 (formerly NENE Sec. 36)

Resurvey Township: 48 North
 Range: 104 West of
the 6th P.M.

 
 Containing 40 acres, more or less.


  

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 DESCRIPTION:
	  	 WY10-00239
 State of
Wyoming
 Legacy Energy, Inc.

June 2, 2010
 T48N R103W

 
 Section 30: NE/4

 
 Containing 160 acres, more or less.


  

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 DESCRIPTION:
	  	 WY10-00240
 State of
Wyoming
 Legacy Energy, Inc.

June 2, 2010
 T48N R103W

 
 Section 31: N/2NE/4, SE/4NE/4, NE/4NW/4, Lot 1, E/2 SE/4

 
 Containing 273.85 acres, more or less.


  

			
	 LEASE NO.:

LESSOR:
	  	 WY10-00241
 State of
Wyoming



  

			
	Exhibit A	 	Page 4 of 8










			
	 LESSEE:

DATE:
 DESCRIPTION:
	  	 Legacy Energy, Inc.

June 2, 2010
 T48N R103W

 
 Section 32: W/2 NW/4, NW/4 SW/4

 
 Containing 120 acres, more or
less.


  

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:

DESCRIPTION:
	  	 WY029-0022
 State of Wyoming
#64-5619B
 Etta Mandel
 May 2,
1964
 Book 373, Page 370

T48N-R104W, 6th P. M.
  
 Section 25: Resurvey Tract 49, Part Resurvey Tract 48, (Orig. E/2 of Section 25)



 

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:

DESCRIPTION:
	  	 WY029-0024
 State of Wyoming
#68-15697
 Lucille L. Calvin

February 2, 1968
 Book 374, Page
145
 T48N-R103W,
6th P. M.
  

Section 19: SW/4 NE/4; SE/4



 

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:

DESCRIPTION:
	  	 WY029-0023
 State of Wyoming
#70-1284
 Raymond N. Joeckel

January 2, 1970
 Book 368, Page
99
 T48N-R103W,
6th P. M.
  

Section 19: Lot 4; SE/4 SW/4
  

Section 30: SE/4; E/2 W/2; Lots 1, 2, 3, 4


 HUNT FIELD 
 PARK COUNTY, WY 
 HUNT STATE 11-1 

 

			
	 LEASE NO.:

LESSOR:
 LESSEE:

DATE:
 RECORDED:

DESCRIPTION:
	  	 WY029-0007
 State of Wyoming
#62-10518
 E. Earl Wennergren

May 2, 1962
 Book 306, Page 181

T50N-R102W, 6th P. M.
  
 Section 11: SE/4 NW/4



  

			
	Exhibit A	 	Page 5 of 8









 LESS AND EXCEPT unto Seller, its successors and assigns, all right, title and interest in and to any
existing royalty and/or overriding royalty interests owned or held by Seller (or affiliate of Seller) in or to the leases and lands. 
 HUNT
FEE # 2-1 AND HUNT FEE #2-11 
  

			
	DESCRIPTION:	  	T50N-R102W, 6th P. M.
		  	  
 Section 2: SW/4 SW/4

		  	  
 Section 11: Lot 2 and the West 12.16 acres of NE/4
NW/4

		
	INCLUDING:	  	Working interest and rights in production attributable to those interests under that certain Operating Agreement dated October 5, 1965 between Amax Petroleum Corporation and
Hunt Oil Company.
		
	LESSOR:	  	Hunt Oil Company
	LESSEE:	  	Amax Petroleum
	DATE:	  	October 5, 1965
	RECORDED:	  	See Below
	DESCRIPTION:	  	T50N-R102W, 6th P. M.:
		  	  
 Section 2: SW/4 SW/4

		  	  
 Section 11: Lot 2 and West 12.16 acres of NE/4 NW/4

 (Lease is derived from the Exhibit “B” attached to that certain Operating Agreement dated October 5, 1965, between Hunt Oil
Company and Amax Petroleum Corporation, recorded in Book 148, Page 317 of the records of the County Clerk and Recorder, Park County, Wyoming.)


 LESS AND EXCEPT unto Seller, its successors and assigns, all right, title and interest in and to any existing royalty
and/or overriding royalty interests owned or held by Seller (or affiliate of Seller) in or to the leases and lands. 
  

			
	LEASE NO.:	  	WY10-00238
	LESSOR:	  	State of Wyoming
	LESSEE:	  	Legacy Energy, Inc.
	DATE:	  	June 2, 2010
	DESCRIPTION:	  	T50N R102W
		  	  
 Section 2: NW/4 SW/4

		  	  
 Section 3: SE/4 NE/4, Lots 2, 3 and
6

		
		  	Containing 187.71 acres, more or less.
	LEASE NO.:	  	  
 WYW179184

	LESSOR:	  	Bureau of Land Management
	LESSEE:	  	Legacy Energy, Inc.
	DATE:	  	Effective May 1, 2011
	DESCRIPTION:	  	T50N R102W


  

			
	Exhibit A	 	Page 6 of 8










			
		  	  
 Section 3: E/2 SE/4 Sec: 3

		  	  
 Section 10: E/2 of Lot 1

		
		  	Containing 80.12 acres, more or less.
	LEASE NO.:	  	  
 WYW179183

	LESSOR:	  	Bureau of Land Management
	LESSEE:	  	Legacy Energy, Inc.
	DATE:	  	Effective May 1, 2011
	DESCRIPTION:	  	T50N R102W
		  	  
 Section 2: Lots 3 and 4 S/2 NW/4, E/2 SW/4, W/2
SE/4

		
		  	Containing 318.68 acres, more or less.

 LESS AND EXCEPT unto Seller, its successors and assigns, all right, title and interest in and to any existing royalty
and/or overriding royalty interests owned or held by Seller (or affiliate of Seller) in or to the leases and lands. 
 MISCELLANEOUS
RIGHTS 
  

			
	LEASE NO.:	  	WY029-0006
	LESSOR:	  	USA #CHEY-068322
	LESSEE:	  	Hettie Lee St. John
	DATE:	  	April 1, 1945
	RECORDED:	  	None available
	DESCRIPTION:	  	T54N-R102W, 6th P. M.
		  	  
 Section 5: SW/4 NW/4; W/2 SW/4

		  	  
 Section 6: SE/4 NE/4; NE/4 SE/4

		  	  
 Section 7: E/2 NE/4

		  	  
 Section 8: NW/4 NW/4

		
	LEASE NO.:	  	WY029-0005
	LESSOR:	  	USA #CHEY-066525
	LESSEE:	  	E W Krampert
	DATE:	  	September 1, 1942
	RECORDED:	  	Book 113, Page 209
	DESCRIPTION:	  	T51N-R100W, 6th P. M.
		  	  
 Section 7: SE/4 SE/4

		
	LEASE NO.:	  	WY029-0008
	LESSOR:	  	USA #W-0211
	LESSEE:	  	Fred M. Manning, et al
	DATE:	  	April 1, 1950
	RECORDED:	  	None available
	DESCRIPTION:	  	T54N-R102W, 6th P. M.
		  	  
 Section 5: SE/4 NW/4; E/2 SW/4; NW/4
SE/4



  

			
	Exhibit A	 	Page 7 of 8









  

			
		  	  
 Section 8: S/2 NE4; E/2 NW/4

		  	  
 Section 9: Lots 5 & 6; N/2 SW/4; SW/4
SE/4

		  	  
 Section 16: Lots 1, 2, 3 & 4; W/2 E/2; E/2
SE/4

		  	  
 Section 17: Lots 1, 2, 3 & 4


 OTHER COUNTIES 
 None. 
 END OF EXHIBIT A 

  

			
	Exhibit A	 	Page 8 of 8









 EXHIBIT B 
 WELLS AND INTERESTS 
 THE WELLS 

 

													
	WELL NAME	  	API NUMBER	 	  	WORKING
INTEREST	 	  	NET 
REVENUE
INTEREST	 
	 FERGUSON RANCH STATE 1
	  	 	4902905326	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 2
	  	 	4902905329	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 3
	  	 	4902905331	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 4
	  	 	4902920292	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 5
	  	 	4902920693	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 6
	  	 	4902920690	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 7
	  	 	4902920880	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE #8 (INJ)
	  	 	4902920881	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 9
	  	 	4902921349	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE #10 (INJ)
	  	 	4902921727	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 11
	  	 	4902931262	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 12
	  	 	4902931276	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 13
	  	 	4902931263	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 14
	  	 	4902931377	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 15
	  	 	4902931278	  	  	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH STATE 16
	  	 	4902931279	  	  	 	1.00000000	  	  	 	0.77144240	  
	 (FR) HUNT 14-1
	  	 	4902920296	  	  	 	1.00000000	  	  	 	0.77144240	  
	 (FR) HUNT 23-1
	  	 	4902920282	  	  	 	1.00000000	  	  	 	0.77144240	  
	 HUNT FEE 2-11
	  	 	4902921161	  	  	 	0.93333340	  	  	 	0.81653340	  
	 HUNT FEE 2-1
	  	 	4902906847	  	  	 	0.86666670	  	  	 	0.75806660	  
	 HUNT STATE 11-1
	  	 	4902920312	  	  	 	0.73333330	  	  	 	0.63380000	  
	 HUNT 2-3
	  	 	4902931290	  	  	 	0.86666670	  	  	 	0.75807000	  
	 HUNT 11-3
	  	 	4902931292	  	  	 	0.93333340	  	  	 	0.81653340	  
	 HUNT 11-5
	  	 	4902931312	  	  	 	0.86666670	  	  	 	0.74913320	  


  

			
	Exhibit B	 	Page 1 of 5










													
	 SHEEP POINT STATE 1
	  	 	4902920175	  	  	 	0.54984830	  	  	 	0.44437133	  
	 State #16-2 APO
	  	 	4902905075	  	  	 	0.90703990	  	  	 	0.72013127	  
	 SHEEP POINT STATE 3
	  	 	4902920191	  	  	 	0.54984830	  	  	 	0.44437131	  
	 SHEEP POINT STATE 7
	  	 	4902931301	  	  	 	0.63465960	  	  	 	0.51291334	  
	 SHEEP POINT STATE 8
	  	 	4902931302	  	  	 	1.00000000	  	  	 	0.79433000	  
	 SHEEP POINT STATE 9
	  	 	4902931303	  	  	 	1.00000000	  	  	 	0.79433000	  
	 WILLOW DRAW STATE 25-3
	  	 	4902920415	  	  	 	1.00000000	  	  	 	0.84000000	  
	 STATE 68-15697 19 #1
	  	 	4902920430	  	  	 	1.00000000	  	  	 	0.80500000	  
	 WILLOW DRAW STATE 1
	  	 	4902920335	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 2
	  	 	4902920354	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 3
	  	 	4902920361	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 4
	  	 	4902920359	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 5
	  	 	4902920368	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 6
	  	 	4902920369	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 7
	  	 	4902920373	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 8
	  	 	4902920393	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 9
	  	 	4902920398	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 10
	  	 	4902920411	  	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #11 SWD
	  	 	4902920416	  	  	 	1.00000000	  	  	 	1.00000000	  
	 State 70-1284 30 #12
	  	 	4902920426	  	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #13
	  	 	4902920432	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 15
	  	 	4902920506	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 16
	  	 	4902921287	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 17
	  	 	4902931288	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 18
	  	 	4902931287	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 19
	  	 	4902931289	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 20
	  	 	4902931296	  	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW STATE 22
	  	 	4902931295	  	  	 	1.00000000	  	  	 	0.82500000	  
	 FOURBEAR PIPELINE
	  				  	 	0.08688900	  	  	 	n/a	  


  

			
	Exhibit B	 	Page 2 of 5









 DRILLING LOCATIONS 

 

											
	 FERGUSON RANCH INFILL 1
	  	State Lease 0-19128-A	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 2
	  	State Lease 0-19128-A	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 3
	  	State Lease 0-19128-A	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 4
	  	State Lease 0-19128-A	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 5
	  	State Lease 0-19128-A	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 6
	  	State Lease 0-19128-A	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 7
	  	State Lease 0-19128-A	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 8
	  	Ferguson Fee Lease	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 9
	  	State Lease 0-19128-A	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 10
	  	Ferguson Fee Lease	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 11
	  	Ferguson Fee Lease	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 12
	  	Ferguson Fee Lease	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 13
	  	Ferguson Fee Lease	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 14
	  	Ferguson Fee Lease	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 15
	  	Ferguson Fee Lease	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 16
	  	Ferguson Fee Lease	 	 	1.00000000	  	  	 	0.77144240	  
	 FERGUSON RANCH INFILL 17
	  	Ferguson Fee Lease	 	 	1.00000000	  	  	 	0.77144240	  
	 HUNT INFILL 1
	  	State Lease 62-10518	 	 	0.73333000	  	  	 	0.63380000	  
	 HUNT INFILL 2
	  	State Lease 62-10518	 	 	0.73333000	  	  	 	0.63380000	  
	 HUNT INFILL 3
	  	State Lease 62-10518	 	 	0.73333000	  	  	 	0.63380000	  
	 HUNT INFILL 4
	  	State Lease 62-10518	 	 	0.73333000	  	  	 	0.63380000	  
	 HUNT INFILL 5
	  	Hunt Fee Lease*	 	 	0.86667000	  	  	 	0.75807000	  
	 HUNT INFILL 6
	  	Hunt Fee Lease*	 	 	0.86667000	  	  	 	0.75807000	  
	 HUNT INFILL 7
	  	Federal WYW179183	 	 	1.00000000	  	  	 	0.87500000	  
	 HUNT INFILL 8
	  	Federal WYW179183	 	 	1.00000000	  	  	 	0.87500000	  
	 HUNT INFILL 9
	  	Federal WYW179183	 	 	1.00000000	  	  	 	0.87500000	  
	 SHEEP POINT INFILL 1
	  	State Lease 66-17899	 	 	0.90704000	  	  	 	0.72049000	  


  

			
	Exhibit B	 	Page 3 of 5










											
	 SHEEP POINT INFILL 2
	  	State Lease 66-17899	  	 	0.84495000	  	  	 	0.68361000	  
	 SHEEP POINT INFILL 3
	  	State Lease 66-17899	  	 	0.90704000	  	  	 	0.72049000	  
	 SHEEP POINT INFILL 4
	  	State Lease 66-17899	  	 	0.90704000	  	  	 	0.72049000	  
	 SHEEP POINT INFILL 5
	  	State Lease 66-17899	  	 	0.90704000	  	  	 	0.72049000	  
	 SHEEP POINT INFILL 6
	  	State Lease 66-17899	  	 	0.90704000	  	  	 	0.72049000	  
	 SHEEP POINT INFILL 7
	  	State Lease 66-17899	  	 	0.90704000	  	  	 	0.72049000	  
	 SHEEP POINT INFILL 8
	  	State Lease 66-17899	  	 	0.54985000	  	  	 	0.44485000	  
	 SHEEP POINT INFILL 9
	  	State Lease 66-17899	  	 	0.84495000	  	  	 	0.68361000	  
	 WILLOW DRAW INFILL 1
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 2
	  	State Lease 10-00241	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 3
	  	State Lease 10-00241	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 4
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 5
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 6
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 7
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 8
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 9
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 10
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 11
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 12
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 13
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 14
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 15
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 16
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 17
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 18
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 19
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 20
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 21
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  


  

			
	Exhibit B	 	Page 4 of 5










											
	 WILLOW DRAW INFILL 22
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 23
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 24
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 25
	  	State Lease 10-00241	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 26
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 27
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 28
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 29
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 30
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 31
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 32
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 33
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 34
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 35
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.83333000	  
	 WILLOW DRAW INFILL 36
	  	State Lease 10-00239	  	 	1.00000000	  	  	 	0.82500000	  
	 WILLOW DRAW INFILL 37
	  	State Lease 70-1284	  	 	1.00000000	  	  	 	0.83333000	  

 END OF EXHIBIT B 

  

			
	Exhibit B	 	Page 5 of 5









 EXHIBIT C 
 ALLOCATED VALUES 
  

				0000000000				0000000000			0000000000
	 Property name
	  	Allocated Value	 	  	 	 	  	 
	 FOURBEAR Pipeline
	  	 	0.431	  	  				  	
		  				  	 	0.431	  	  	
		  				  	  
	  
	 	  	
	 Ferguson Ranch State #14
	  	 	4.949	  	  				  	
	 Hunt 11-3
	  	 	3.755	  	  				  	
	 Ferguson Ranch State #1
	  	 	2.650	  	  				  	
	 Ferguson Ranch State #2
	  	 	2.606	  	  				  	
	 Ferguson Ranch State #15
	  	 	2.544	  	  				  	
	 State 30-22
	  	 	2.481	  	  				  	
	 Ferguson Ranch State #5
	  	 	2.335	  	  				  	
	 Ferguson Ranch State #3
	  	 	2.317	  	  				  	
	 State 70-1284 30 #7
	  	 	2.222	  	  				  	
	 State 70-1284 30 #4
	  	 	2.032	  	  				  	
	 State 70-1284 30 #15
	  	 	1.875	  	  				  	
	 Hunt 14-1
	  	 	1.462	  	  				  	
	 Ferguson Ranch State #6
	  	 	1.418	  	  				  	
	 State 70-1284 30 #1
	  	 	1.336	  	  				  	
	 Hunt 23-1
	  	 	1.297	  	  				  	
	 Hunt Fee #2-1
	  	 	1.227	  	  				  	
	 State 16-8
	  	 	1.162	  	  				  	
	 Ferguson Ranch State #4
	  	 	1.131	  	  				  	
	 Ferguson Ranch State #7
	  	 	1.088	  	  				  	
	 Ferguson Ranch State #11
	  	 	1.075	  	  				  	
	 Ferguson Ranch State #16
	  	 	0.990	  	  				  	
	 State 70-1284 30 #6
	  	 	0.923	  	  				  	
	 State 70-1284 30 #16
	  	 	0.901	  	  				  	
	 State #16-2 APO
	  	 	0.830	  	  				  	
	 State 70-1284 30 #8
	  	 	0.802	  	  				  	
	 State 70-1284 30 #2
	  	 	0.742	  	  				  	
	 State 30-18
	  	 	0.661	  	  				  	
	 State 16-9
	  	 	0.403	  	  				  	
	 Ferguson Ranch State #13
	  	 	0.334	  	  				  	
	 State 16-7
	  	 	0.294	  	  				  	
	 State #16-1
	  	 	0.234	  	  				  	


  

			
	Exhibit C	 	Page 1 of 4










				0000000000				0000000000			0000000000
	 Ferguson Ranch State #12
	  	 	0.066	  	  				  	
	 State 30-17
	  	 	0.054	  	  				  	
	 Ferguson Ranch State #9
	  	 	—  	  	  				  	
	 Hunt State #11-1
	  	 	—  	  	  				  	
	 State 30-20
	  	 	—  	  	  				  	
		  				  	 	48.195	  	  	
		  				  	  
	  
	 	  	
	 WILLOW DRAW STATE
	  	 	1.848	  	  				  	
	 1 (R&P)
	  				  				  	
	 State 30-19
	  	 	1.473	  	  				  	
	 Hunt 11-5
	  	 	1.248	  	  				  	
	 Hunt 2-3
	  	 	1.213	  	  				  	
	 State 70-1284 30 #3
	  	 	0.879	  	  				  	
	 State 70-1284 30 #5
	  	 	0.847	  	  				  	
	 State 70-1284 30 #10
	  	 	0.749	  	  				  	
	 State 70-1284 30 #9
	  	 	0.724	  	  				  	
	 Hunt Fee #2-11
	  	 	0.594	  	  				  	
	 WILLOW DRAW STATE
	  	 	0.592	  	  				  	
	 17 (POLYMER)
	  				  				  	
	 WILLOW DRAW STATE
	  	 	0.417	  	  				  	
	 16 (R&P)
	  				  				  	
	 WILLOW DRAW STATE
	  	 	0.239	  	  				  	
	 2 (R&P)
	  				  				  	
	 WILLOW DRAW STATE
	  	 	0.203	  	  				  	
	 4 (R&P)
	  				  				  	
	 WILLOW DRAW STATE
	  	 	0.139	  	  				  	
	 6 (R&P)
	  				  				  	
	 State #16-3
	  	 	0.128	  	  				  	
	 WILLOW DRAW STATE
	  	 	—  	  	  				  	
	 20 (POLYMER)
	  				  				  	
	 State 64-5619 25 #3
	  	 	—  	  	  				  	
		  				  	 	11.291	  	  	
		  				  	  
	  
	 	  	
	 FRU WATERFLOOD
	  	 	6.888	  	  				  	
	 (PROVED)
	  				  				  	
	 Sheep Point Infill #01
	  	 	0.658	  	  				  	
	 Willow Draw Infill #15
	  	 	0.548	  	  				  	
	 Willow Draw Infill #01
	  	 	0.543	  	  				  	
	 Willow Draw Infill #02
	  	 	0.537	  	  				  	
	 Willow Draw Infill #03
	  	 	0.516	  	  				  	
	 Willow Draw Infill #04
	  	 	0.511	  	  				  	
	 Willow Draw Infill #14
	  	 	0.505	  	  				  	
	 Willow Draw Infill #05
	  	 	0.500	  	  				  	
	 Willow Draw Infill #06
	  	 	0.495	  	  				  	
	 Willow Draw Infill #07
	  	 	0.489	  	  				  	


  

			
	Exhibit C	 	Page 2 of 4










				0000000000			0000000000		0000000000
	 Willow Draw Infill #08
	  	 	0.484	  	  		  	
	 Willow Draw Infill #09
	  	 	0.479	  	  		  	
	 Willow Draw Infill #10
	  	 	0.473	  	  		  	
	 Willow Draw Infill #11
	  	 	0.468	  	  		  	
	 Willow Draw Infill #12
	  	 	0.462	  	  		  	
	 Willow Draw Infill #13
	  	 	0.456	  	  		  	
	 Hunt Infill #05
	  	 	0.431	  	  		  	
	 Hunt Infill #01
	  	 	0.387	  	  		  	
	 Hunt Infill #02
	  	 	0.382	  	  		  	
	 Hunt Infill #03
	  	 	0.358	  	  		  	
	 Hunt Infill #04
	  	 	0.356	  	  		  	
	 Hunt Infill #06
	  	 	0.352	  	  		  	
	 Hunt Infill #07
	  	 	0.350	  	  		  	
	 Hunt Infill #08
	  	 	0.347	  	  		  	
	 Ferguson Ranch Infill #01
	  	 	0.258	  	  		  	
	 Ferguson Ranch Infill #02
	  	 	0.256	  	  		  	
	 Ferguson Ranch Infill #03
	  	 	0.254	  	  		  	
	 Ferguson Ranch Infill #04
	  	 	0.253	  	  		  	
	 Ferguson Ranch Infill #05
	  	 	0.251	  	  		  	
	 Willow Draw Infill #16
	  	 	0.188	  	  		  	
	 Willow Draw Infill #17
	  	 	0.172	  	  		  	
	 Willow Draw Infill #18
	  	 	0.171	  	  		  	
	 Willow Draw Infill #19
	  	 	0.170	  	  		  	
	 Willow Draw Infill #20
	  	 	0.160	  	  		  	
	 Willow Draw Infill #21
	  	 	0.159	  	  		  	
	 Willow Draw Infill #22
	  	 	0.158	  	  		  	
	 Willow Draw Infill #23
	  	 	0.157	  	  		  	
	 Sheep Point Infill #02
	  	 	0.091	  	  		  	
	 Sheep Point Infill #03
	  	 	0.090	  	  		  	
	 Ferguson Ranch Infill #06
	  	 	0.038	  	  		  	
	 Ferguson Ranch Infill #07
	  	 	0.038	  	  		  	
	 Ferguson Ranch Infill #08
	  	 	0.038	  	  		  	
	 Ferguson Ranch Infill #09
	  	 	0.034	  	  		  	
	 Ferguson Ranch Infill #10
	  	 	0.034	  	  		  	
	 Ferguson Ranch Infill #11
	  	 	0.034	  	  		  	
	 Ferguson Ranch Infill #12
	  	 	0.034	  	  		  	
	 Ferguson Ranch Infill #13
	  	 	0.034	  	  		  	
	 Ferguson Ranch Infill #14
	  	 	0.034	  	  		  	
	 Ferguson Ranch Infill #15
	  	 	0.034	  	  		  	
	 Ferguson Ranch Infill #16
	  	 	0.033	  	  		  	


  

			
	Exhibit C	 	Page 3 of 4










											
	 Ferguson Ranch Infill #17
	  	 	0.033	  	  				  	
		  				  	 	21.178	  	  	
		  				  	  
	  
	 	  	
	 FRU WATERFLOOD
	  	 	12.375	  	  				  	
	 (PROB)
	  				  				  	
	 HUNT WATERFLOOD
	  	 	3.917	  	  				  	
	 SHEEP POINT
	  	 	2.067	  	  				  	
	 WATERFLOOD
	  				  				  	
	 Willow Draw Infill #25
	  	 	0.085	  	  				  	
	 Willow Draw Infill #24
	  	 	0.081	  	  				  	
	 Willow Draw Infill #26
	  	 	0.080	  	  				  	
	 Willow Draw Infill #27
	  	 	0.080	  	  				  	
	 Willow Draw Infill #30
	  	 	0.079	  	  				  	
	 Willow Draw Infill #31
	  	 	0.079	  	  				  	
	 Willow Draw Infill #32
	  	 	0.079	  	  				  	
	 Willow Draw Infill #34
	  	 	0.078	  	  				  	
	 Willow Draw Infill #35
	  	 	0.078	  	  				  	
	 Willow Draw Infill #37
	  	 	0.077	  	  				  	
	 Willow Draw Infill #28
	  	 	0.076	  	  				  	
	 Willow Draw Infill #29
	  	 	0.075	  	  				  	
	 Willow Draw Infill #33
	  	 	0.074	  	  				  	
	 Willow Draw Infill #36
	  	 	0.073	  	  				  	
		  				  	 	19.455	  	  	
		  				  	  
	  
	 	  	
		  				  	 	100.550	  	  	
		  				  	  
	  
	 	  	
	 Ferguson Ranch State #8
	  	 	0.000	  	  				  	
	 (Inj)
	  				  				  	
	 Ferguson Ranch State #10
	  	 	0.000	  	  				  	
	 (Inj)
	  				  				  	
	 State 68-15697 19 #1
	  	 	0.000	  	  				  	
	 State 70-1284 30 #11 SWD
	  	 	0.000	  	  				  	
	 State 70-1284 30 #12
	  	 	0.000	  	  				  	
	 State 70-1284 30 #13
	  	 	0.000	  	  				  	
	 Hunt Infill #9
	  	 	0.000	  	  				  	
	 Sheep Point Infill #4
	  	 	0.000	  	  				  	
	 Sheep Point Infill #5
	  	 	0.000	  	  				  	
	 Sheep Point Infill #6
	  	 	0.000	  	  				  	
	 Sheep Point Infill #7
	  	 	0.000	  	  				  	
	 Sheep Point Infill #8
	  	 	0.000	  	  				  	
	 Sheep Point Infill #9
	  	 	0.000	  	  				  	
		  				  				  	  

		  				  				  	00.000

 END OF EXHIBIT C 

  

			
	Exhibit C	 	Page 4 of 4









 EXHIBIT D 
 ASSIGNMENT AND BILL OF SALE 
 THIS ASSIGNMENT AND BILL OF SALE (this
“Assignment”), effective as of 7:00 a.m. local time where the Assets (as defined below) are located on April 1, 2012 (the “Effective Time”), is made by Legacy Energy, Inc., a Delaware corporation
(“Assignor”), whose address is 1160 Eugenia Place, Ste. 100, Carpinteria, CA 93013, to BreitBurn Operating L.P., a Delaware limited liability company (“Assignee”), whose address is 515 S. Flower Street, Ste. 4800,
Los Angeles, CA 90071. Any capitalized term used but not defined herein shall have the meaning given it in that certain Purchase and Sale Agreement dated April 24, 2012 by and among Assignor, NiMin Energy Corp., an Alberta corporation, and owner of
all of the outstanding shares of common stock of Assignor, and Assignee (the “Agreement”). 
 ARTICLE I

 Granting and Habendum 
 For Ten Dollars ($10.00) and other good and valuable consideration, the receipt, and sufficiency of which are hereby acknowledged, Assignor does hereby grant, bargain, sell, transfer, convey, set over,
assign and deliver unto Assignee, its successors and assigns, effective for all purposes as of the Effective Time and subject to the matters set forth herein, the Assets. The term “Assets” shall mean all of Assignor’s right,
title and interest in and to the following: 
 (a) the leasehold estates in and to the oil, gas and mineral
leases described or referred to in Exhibit A (the “Leases”), the lands covered by the Leases, and any fee interests, fee mineral interests, royalties, net profits interests and overriding royalty interests in and to the lands
covered by the Leases, assignments and other documents of title described or referred to in Exhibit A, all as more specifically described in Exhibit A (collectively, the “Subject Interests,” or singularly, a
“Subject Interest”); 
 (b) all rights incident to the Subject Interests, including, without
limitation, (i) all rights with respect to the use and occupation of the surface of and the subsurface depths under the Subject Interests; (ii) all rights with respect to any pooled, communitized or unitized acreage by virtue of any
Subject Interest being a part thereof, including all Hydrocarbon (as defined below) production after the Effective Time attributable to the Subject Interests or any such pool or unit allocated to any such Subject Interest; 

(c) to the extent assignable or transferable, all easements, rights-of-way, surface leases, servitudes, permits,
licenses, franchises and other estates or similar rights and privileges directly related to or used in connection with the Subject Interests (the “Easements”), including, without limitation, the Easements described or referred to in
Exhibit A; 
 (d) to the extent assignable or transferable, all personal property, equipment, fixtures,
inventory and improvements located on or used in connection with the Subject Interests and the Easements or with the production, treatment, sale or disposal of oil, gas or other hydrocarbons (collectively, “Hydrocarbons”),
including, without limitation, all 

  
 1 








 
wells and well locations located on the lands covered by the Subject Interests or on lands with which the Subject Interests may have been pooled, communitized or unitized (whether producing, shut
in or abandoned, and whether for production, injection or disposal), including, without limitation, the wells described in Exhibit B, wellhead equipment, pumps, pumping units, flowlines, pipelines, gathering systems, piping, tanks,
buildings, treatment facilities, injection facilities, disposal facilities, compression facilities and other materials, supplies, equipment, facilities and machinery (collectively, “Personal Property”); 

(e) to the extent assignable or transferable, all contracts, agreements and other arrangements (excluding the Leases and
the Easements) that directly relate to the Subject Interests, the Leases or the Easements, including, without limitation, production sales contracts, farmout agreements, operating agreements, service agreements and similar arrangements
(collectively, the “Contracts,” including, without limitation, the Contracts described in Schedule 1.02(e)); 
 (f) all books, records, files, muniments of title, reports and similar documents and materials, including, without limitation, lease records, well records and division order records, well files, title
records (including abstracts of title, title opinions and memoranda, and title curative documents related to the Assets), contracts and contract files and correspondence, in each case that relate to the foregoing interests, in the possession of, and
maintained by, Seller (collectively, the “Records”); 
 (g) all geological and geophysical data
relating to the Subject Interests, other than such data which cannot be transferred without the consent of (provided that Seller shall use commercially reasonable efforts to obtain such consent) or payment to any Third Party (unless paid by Buyer).
For purposes of this Agreement, (i) “Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or any other
entity; and (ii) “Third Party” means any Person or entity, governmental or otherwise, other than Seller or Buyer, and their respective affiliates; the term includes, but is not limited to, working interest owners, royalty
owners, lease operators, landowners, service contractors and governmental agencies; and 
 (h) any other assets
that are located in the State of Wyoming or that are used or useful to the Assets described above in paragraph (a) through paragraph (g); 
 (i) NOTWITHSTANDING THE FOREGOING, the Assets shall not include, and there is excepted, reserved and excluded from the assignment contemplated hereby (collectively, the “Excluded
Assets”): (i) to the extent received by Seller or Buyer within 90 days after Closing, all credits and refunds (other than those relating to Taxes, which are governed by Subsection (ii) below) and all accounts, instruments and
general intangibles (as such terms are defined in the Texas Uniform Commercial Code) attributable to the Assets with respect to any period of time prior to the Effective Time; (ii) to the extent received by Seller or Buyer within 90 days after
Closing, all claims of Seller for refunds of or loss carry forwards with respect to (A) income or franchise Taxes imposed on Seller, or (B) any Taxes attributable to the other Excluded Assets, and such


  
 2 








 
other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas
gathering or transportation agreement, but excluding for the avoidance of doubt, any refunds of Asset Taxes; (iii) to the extent received by Seller or Buyer within 90 days after Closing, all proceeds, income or revenues (and any security or
other deposits made) attributable to (A) the Assets for any period prior to the Effective Time, or (B) any other Excluded Assets; (iv) all of Seller’s proprietary computer software, technology, patents, trade secrets, copyrights,
names, trademarks and logos; (v) all of Seller’s rights and interests in geological and geophysical data which cannot be transferred without the consent of (provided that Seller shall use commercially reasonable efforts to obtain such
consent) or payment to any Third Party; (vi) data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality or similar arrangements under agreements with Persons unaffiliated with Seller; (vii) to
the extent received by Seller or Buyer within 90 days after Closing, all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or to any of the other Excluded Assets; (viii) all
corporate, partnership and income Tax records of Seller; (ix) vehicles, office equipment and supplies; and (x) the items described on Schedule 1.03. 
 TO HAVE AND TO HOLD the Assets, together with all and singular the rights, privileges, contracts and appurtenances, in any way appertaining or belonging thereto, unto Assignee, its successors and assigns,
forever, subject to the matters set forth herein. 
 ARTICLE II 

Special Warranty of Title and Disclaimers 
 Section 2.01 Special Warranty of Title. Assignor hereby agrees to warrant and defend title to the Assets solely unto Assignee against every Person whomsoever lawfully claiming or to claim the same
or any part thereof, by, through or under Assignor and its affiliates, but not otherwise; subject, however, to the Permitted Encumbrances (as such term is defined in the Purchase Agreement described below) and the other matters set forth herein. In
no event shall the foregoing warranty extend to or be enforceable by any party other than Assignee, specifically excluding Assignee’s successors and assigns in all or part of the Assets. 

Section 2.02 Disclaimer. The express representations and warranties of Assignor contained in this Assignment are exclusive and are
in lieu of all other representations and warranties, express, implied or statutory. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF ASSIGNOR IN THE AGREEMENT AND THE SPECIAL WARRANTY IN THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT
MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (a) PRODUCTION RATES, RECOMPLETION
OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE ASSETS, (b) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER
MATERIALS (WRITTEN 

  
 3 








 
OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR, AND (c) THE ENVIRONMENTAL CONDITION OF THE ASSETS. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF
ASSIGNOR IN THE AGREEMENT AND THE SPECIAL WARRANTY IN THIS ASSIGNMENT, ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS
(i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY
RIGHTS OF PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR UNKNOWN, (vi) ANY AND ALL IMPLIED
WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (vii) ANY IMPLIED OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF
ASSIGNEE AND ASSIGNOR THAT THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS SHALL BE CONVEYED TO ASSIGNEE, AND ASSIGNEE SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS AND IN THEIR PRESENT CONDITION AND
STATE OF REPAIR AND ASSIGNEE REPRESENTS TO ASSIGNOR THAT ASSIGNEE WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND
ASSIGNEE AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.

 ARTICLE III 
 Miscellaneous 
 Section 3.01 Construction. The captions in this
Assignment are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Assignment. The Parties acknowledge that they have participated jointly in the negotiation and drafting
of this Assignment and as such the Parties agree that if an ambiguity or question of intent or interpretation arises hereunder, this Assignment shall not be construed more strictly against one Party than another on the grounds of authorship.

 Section 3.02 No Third Party Beneficiaries. Nothing in this Assignment shall provide any benefit to any Third Party or
entitle any Third Party to any claim, cause of action, remedy or right of any kind, it being the intent of the parties hereto that this Assignment shall otherwise not be construed as a Third Party beneficiary contract. 

Section 3.03 Assignment. Neither Party may assign or delegate any of its rights or duties hereunder without the prior written
consent of the other Party and any assignment made without such consent shall be void. Except as otherwise provided herein, this Assignment shall 

  
 4 








 
be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors, assigns and legal representatives. 

Section 3.04 Governing Law. This Assignment, other documents delivered pursuant hereto and the legal relations between the Parties
shall be governed and construed in accordance with the Laws of the State of Wyoming, without giving effect to principles of conflicts of Laws that would result in the application of the Laws of another jurisdiction. The Parties agree to venue in
Park County, Wyoming. 
 Section 3.05 Counterpart Execution. This Assignment may be executed in any number of
counterparts, and each counterpart hereof shall be effective as to each Party that executes the same whether or not all of such Parties execute the same counterpart. If counterparts of this Assignment are executed, the signature pages from various
counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one Assignment, but each counterpart shall be considered an original. 

Section 3.06 Recording. To facilitate the recording or filing of this Assignment, the counterpart to be recorded in a given county
may contain only that portion of the exhibits that describes Assets located in that county. In addition to filing this Assignment, the parties hereto shall execute and file with the appropriate authorities, whether federal, state or local, all forms
or instruments required by applicable law to effectuate the conveyance contemplated hereby. Said instruments shall be deemed to contain all of the exceptions, reservations, rights, titles and privileges set forth herein as fully as though the same
were set forth in each such instrument. The interests conveyed by such separate assignments are the same, and not in addition to the Assets conveyed herein. 
 Section 3.07 Purchase Agreement. This Assignment is subject to all of the terms and conditions of the Agreement. 
 Signature Page Follows 

  
 5 








 IN WITNESS WHEREOF, this Assignment is executed by the parties on the date of their
respective acknowledgments below, but shall be effective for all purposes as of the Effective Time. 
  

			
	ASSIGNOR:
	
	LEGACY ENERGY, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 
	
	ASSIGNEE:
	
	BREITBURN OPERATING L.P.
		
	By:	 	 
	Name:	 	Randall H. Breitenbach
	Title:	 	President









 ACKNOWLEDGMENT 

 

			
		
	STATE OF	  	§
		
		  	§
		
	COUNTY OF	  	§

 The foregoing instrument was acknowledged before me by
                    as                     of
Legacy Energy, Inc., a Delaware corporation, on behalf of said corporation. 
 GIVEN UNDER MY HAND AND SEAL OF OFFICE this
                    day of                     ,
2012. 
 NOTARIAL SEAL: 
  

	
	  

	
	Notary Public
	
	My commission expires:                      
                                         
         


  

			
		
	STATE OF	  	§
		
		  	§
		
	COUNTY OF	  	§

 The foregoing instrument was acknowledged before me by Randall H. Breitenbach as President of BreitBurn
Operating L.P., a Delaware limited partnership, on behalf of said limited partnership. 
 GIVEN UNDER MY HAND AND SEAL OF OFFICE
this             day of             , 2012. 
 NOTARIAL SEAL: 
  

	
	  

	
	Notary Public
	
	My commission expires:                      
                                         
             


 Acknowledgement Page to Assignment 







 EXHIBIT A 
 ATTACHED TO AND MADE PART OF 
 ASSIGNMENT AND BILL OF SALE 

THE LEASES 

FERGUSON RANCH FIELD 
 PARK
COUNTY, WY 
 FERGUSON RANCH UNIT 
  

			
	 LEASE NO.:
	  	WY029-0004
	 LESSOR:
	  	State of Wyoming #0-19128-A
	 LESSEE:
	  	Bruce Anderson
	 DATE:
	  	May 16, 1955
	 RECORDED:
	  	Book 346, Page 291
	 DESCRIPTION:
	  	T50N-R102W, 6th P. M.
		  	Section 23: Lots 2, 3; SW/4 SW/4
		  	Section 26: NW/4 NW/4
		
	 LEASE NO.:
	  	WY029-0001-01
	 LESSOR:
	  	Hunt Oil Company
	 LESSEE:
	  	Terra Resources, Inc.
	 DATE:
	  	August 19, 1971
	 RECORDED:
	  	Book 357, Page 351
	 DESCRIPTION:
	  	INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS THE FOLLOWING DESCRIBED LANDS:
		  	T50N-R102W,6th P. M.
		  	Section 14: Lot 7, surface to 3947’
		  	Section 23: NW/4 NW/4, surface to 3893’
	
	LESS AND EXCEPT unto Seller, its successors and assigns, all royalty proceeds accruing to the subject lease attributable to production from the Ferguson Ranch Unit for
so long as said Unit Agreement remains in effect.
		
	 LEASE NO.:
	  	WY029-0002
	 LESSOR:
	  	Hunt Oil Company
	 LESSEE:
	  	Terra Resources, Inc.
	 DATE:
	  	August 1, 1979
	 RECORDED:
	  	Book 43, Page 794
	 DESCRIPTION:
	  	INSOFAR AND ONLY INSOFAR AS THE LEASE COVERS THE FOLLOWING DESCRIBED LANDS:
		  	T50N-R102W, 6th P. M.
		  	Section 23: 5.165 acres out of Lot 51B, being more particularly described as those lands in Lot 51B subject to that certain Pooling


  

			
	Exhibit A (4/9/12)	 	Page 1 of 8










			
		  	Agreement and Designation of Ferguson Ranch #8 Unit, by and between the Commissioner of Public Lands of the State of Wyoming and Terra Resources, Inc., et al dated July 1,
1979 and recorded in the records of the Park County Clerk in Book 45, Page 508.
	
	LESS AND EXCEPT unto Seller, its successors and assigns, all royalty proceeds accruing to the subject lease attributable to production from the Ferguson Ranch Unit for
so long as said Unit Agreement remains in effect.
		
	 LEASE NO.:
	  	WY029-0001-02
	 LESSOR:
	  	Hunt Oil Company
	 LESSEE:
	  	Faulconer Resources 1999 Limited Partnership
	 DATE:
	  	May 18, 2001
	 RECORDED:
	  	DOC #2001 3560
	 DESCRIPTION:
	  	T50N-R102W, 6th P. M.
		  	Section 14: 53.51 acres, being all of Lot 7, identified as part of Tract No. 3 of the unitized area formed pursuant to that certain Unit Agreement for the Ferguson Ranch
Unit dated as of September 28, 1995 and recorded in Park County as Document 1996 3404, as to all rights below the subsurface depth of 3947 feet.
		  	Section 23: 40.00 acres, being the NW/4 NW/4 (part of Lot 55), identified as part of Tract No. 3 of the unitized area formed pursuant to that certain Unit Agreement for
the Ferguson Ranch Unit dated as of September 28, 1995 and recorded in Park County as Document 1996 3404, as to all rights below the subsurface depth of 3893 feet.
		
		  	Containing 93.51 acres, more or less.
	
	LESS AND EXCEPT unto Seller, its successors and assigns, all royalty proceeds accruing to the subject lease attributable to the hydrocarbons produced from any wells
located in the Ferguson Ranch Unit, unless and to the extent any such wells are used to produce hydrocarbons from new completions below the base of the deepest unitized formation in the Ferguson Ranch Unit.
		
	 LEASE NO.:
	  	WY029-0003
	 LESSOR:
	  	Hunt Oil Company
	 LESSEE:
	  	Faulconer Resources 1999 Limited Partnership
	 DATE:
	  	December 21, 2000, effective June 1, 2000
	 RECORDED:
	  	DOC #2000 3961
	 DESCRIPTION:
	  	T50N-R102W, 6th P. M. (as amended)
		  	Section 23: 26.924 acres being all of Lot 1 and part of Lots (Tracts) 51A and 51B, identified as Tract No. 5 of the unitized area formed pursuant to that certain Unit
Agreement for Ferguson Ranch Unit dated as of September 28, 1995 and recorded in the Park County Clerk records of June 10, 1996 as document 1996 3404 (the “Ferguson Ranch Unit”).

  

  

			
	Exhibit A (4/9/12)	 	Page 2 of 8










			
		  	Section 23: 13.995 acres being that part of Lot 4 identified as Tract 6 of the Ferguson Ranch Unit.
		  	Section 26: SW/4 NW/4, being Tract 4 of the Ferguson Ranch Unit.
		  	Section 26: 28.345 acres, being part of the E/2 NW/4 identified as Tract No. 7 of the Ferguson Ranch Unit.
		
		  	Containing 109.264 acres, more or less.
	
	LESS AND EXCEPT unto Seller, its successors and assigns, all royalty proceeds accruing to the subject lease attributable to the hydrocarbons produced from any wells
located in the Ferguson Ranch Unit, unless and to the extent any such wells are used to produce hydrocarbons from new completions below the base of the deepest unitized formation in the Ferguson Ranch Unit.
	
	AMENDMENT TO OIL AND GAS LEASE
		
	 LEASE NO.:
	  	WY029-0003
	 LESSOR:
	  	Hunt Oil Company
	 LESSEE:
	  	Faulconer Resources 1999 Limited Partnership
	 DATE:
	  	December 21, 2000, effective June 1, 2000
	 RECORDED:
	  	Doc. #2000 7719
	
	 PIPELINE EASEMENT

		
	 LEASE NO.:
	  	Not available
	 LESSOR:
	  	Hunt Oil Company
	 LESSEE:
	  	Amax Petroleum Corporation
	 DATE:
	  	March 16, 1967
	 RECORDED:
	  	On December 18, 2009 as Doc. #2009-9894
	 DESCRIPTION:
	  	T50N-R102W, 6th P. M.
		  	Section 2: W/2
		  	T51N-R102W, 6th P. M.
		  	Section 26: W/2
		  	Section 35: W/2
		  	(Pipeline Easement for flowline from Ferguson Ranch Unit)
	
	 SHEEP POINT FIELD

	 PARK COUNTY, WY

		
	 LEASE NO.:
	  	WY029-0020
	 LESSOR:
	  	State of Wyoming #66-17899
	 LESSEE:
	  	W. D. Tolan
	 DATE:
	  	December 2, 1966
	 RECORDED:
	  	Book 381, Page 184
	 DESCRIPTION:
	  	T47N-R102W, 6th P. M.


  

			
	Exhibit A (4/9/12)	 	Page 3 of 8










			
		  	Section 16: W/2; NE/4; S/2 SE/4; NE/4 SE/4
		
	 LEASE NO.:
	  	WY029-0021
	 LESSOR:
	  	State of Wyoming #66-17899A
	 LESSEE:
	  	W. D. Tolan
	 DATE:
	  	December 2, 1966
	 RECORDED:
	  	Book 381, Page 184
	 DESCRIPTION:
	  	T47N-R102W, 6th P. M.
		  	Section 16: NW/4 SE/4
	
	LESS AND EXCEPT unto Seller, its successors and assigns, all right, title and interest in and to any existing royalty and/or overriding royalty interests owned or held
by Seller (or affiliate of Seller) in or to the leases and lands.
	
	 WILLOW DRAW FIELD
 PARK COUNTY, WY

		
	 LEASE NO.:
	  	WY10-00242
	 LESSOR:
	  	State of Wyoming
	 LESSEE:
	  	Legacy Energy, Inc.
	 DATE:
	  	June 2, 2010
	 DESCRIPTION:
	  	T48N R104W
		  	Section 36: Part of Tract 50 (formerly NENE Sec. 36)
		  	Resurvey Township: 48 North
		  	Range: 104 West of the 6th P.M.
		
		  	Containing 40 acres, more or less.
		
	 LEASE NO.:
	  	WY10-00239
	 LESSOR:
	  	State of Wyoming
	 LESSEE:
	  	Legacy Energy, Inc.
	 DATE:
	  	June 2, 2010
	 DESCRIPTION:
	  	T48N R103W
		  	 Section 30: NE/4

		
		  	Containing 160 acres, more or less.
		
	 LEASE NO.:
	  	WY10-00240
	 LESSOR:
	  	State of Wyoming
	 LESSEE:
	  	Legacy Energy, Inc.
	 DATE:
	  	June 2, 2010
	 DESCRIPTION:
	  	T48N R103W
		  	Section 31: N/2NE/4, SE/4NE/4, NE/4NW/4, Lot 1, E/2 SE/4
		
		  	Containing 273.85 acres, more or less.

  

  

			
	Exhibit A (4/9/12)	 	Page 4 of 8










			
	 LEASE NO.:
	  	WY10-00241
	 LESSOR:
	  	State of Wyoming
	 LESSEE:
	  	Legacy Energy, Inc.
	 DATE:
	  	June 2, 2010
	 DESCRIPTION:
	  	T48N R103W
		  	Section 32: W/2 NW/4, NW/4 SW/4
		
		  	Containing 120 acres, more or less.
		
	 LEASE NO.:
	  	WY029-0022
	 LESSOR:
	  	State of Wyoming #64-5619B
	 LESSEE:
	  	Etta Mandel
	 DATE:
	  	May 2, 1964
	 RECORDED:
	  	Book 373, Page 370
	 DESCRIPTION:
	  	T48N-R104W, 6th P. M.
		  	Section 25: Resurvey Tract 49, Part Resurvey Tract 48, (Orig. E/2 of Section 25)
		
	 LEASE NO.:
	  	WY029-0024
	 LESSOR:
	  	State of Wyoming #68-15697
	 LESSEE:
	  	Lucille L. Calvin
	 DATE:
	  	February 2, 1968
	 RECORDED:
	  	Book 374, Page 145
	 DESCRIPTION:
	  	T48N-R103W, 6th P. M.
		  	Section 19: SW/4 NE/4; SE/4
		
	 LESE NO.:
	  	WY029-0023
	 LESSOR:
	  	State of Wyoming #70-1284
	 LESSEE:
	  	Raymond N. Joeckel
	 DATE:
	  	January 2, 1970
	 RECORDED:
	  	Book 368, Page 99
	 DESCRIPTION:
	  	T48N-R103W, 6th P. M.
		  	Section 19: Lot 4; SE/4 SW/4
		  	Section 30: SE/4; E/2 W/2; Lots 1, 2, 3, 4
	  
 HUNT FIELD

PARK COUNTY, WY

	
	HUNT STATE 11-1
		
	 LEASE NO.:
	  	WY029-0007
	 lessor:
	  	State of Wyoming #62-10518
	 LESSEE:
	  	E. Earl Wennergren
	 DATE:
	  	May 2, 1962
	 RECORDED:
	  	Book 306, Page 181
	 DESCRIPTION:
	  	T50N-R102W, 6th P. M.


  

			
	Exhibit A (4/9/12)	 	Page 5 of 8










			
		  	Section 11: SE/4 NW/4
	
	LESS AND EXCEPT unto Seller, its successors and assigns, all right, title and interest in and to any existing royalty and/or overriding royalty interests owned or held
by Seller (or affiliate of Seller) in or to the leases and lands.
	
	HUNT FEE # 2-1 AND HUNT FEE #2-11
		
	 DESCRIPTION:
	  	T50N-R102W, 6th P. M.
		  	Section 2: SW/4 SW/4
		  	Section 11: Lot 2 and the West 12.16 acres of NE/4 NW/4
		
	 INCLUDING:
	  	Working interest and rights in production attributable to those interests under that certain Operating Agreement dated October 5, 1965 between Amax Petroleum Corporation and
Hunt Oil Company.
		
	 LESSOR:
	  	Hunt Oil Company
	 LESSEE:
	  	Amax Petroleum
	 DATE:
	  	October 5, 1965
	 RECORDED:
	  	See Below
	 DESCRIPTION:
	  	T50N-R102W, 6th P. M.:
		  	 Section 2: SW/4 SW/4

		  	Section 11: Lot 2 and West 12.16 acres of NE/4 NW/4
		  	(Lease is derived from the Exhibit “B” attached to that certain Operating Agreement dated October 5, 1965, between Hunt Oil Company and Amax Petroleum Corporation,
recorded in Book 148, Page 317 of the records of the County Clerk and Recorder, Park County, Wyoming.)
	
	LESS AND EXCEPT unto Seller, its successors and assigns, all right, title and interest in and to any existing royalty and/or overriding royalty interests owned or held
by Seller (or affiliate of Seller) in or to the leases and lands.
		
	 LEASE NO.:
	  	WY10-00238
	 LESSOR:
	  	State of Wyoming
	 LESSEE:
	  	Legacy Energy, Inc.
	 DATE:
	  	June 2, 2010
	 DESCRIPTION:
	  	T50N R102W
		  	Section 2: NW/4 SW/4
		  	Section 3: SE/4 NE/4, Lots 2, 3 and 6
		
		  	Containing 187.71 acres, more or less.
		
	LEASE NO.:	  	 WYW179184

	 LESSOR:
	  	Bureau of Land Management
	 LESSEE:
	  	Legacy Energy, Inc.


  

			
	Exhibit A (4/9/12)	 	Page 6 of 8










			
	 DATE:
	  	Effective May 1, 2011
	 DESCRIPTION:
	  	T50N R102W
		  	 Section 3: E/2 SE/4 Sec: 3

		  	Section 10: E/2 of Lot 1
		
		  	Containing 80.12 acres, more or less.
		  	
	LEASE NO.:	  	 WYW179183

	 LESSOR:
	  	Bureau of Land Management
	 LESSEE:
	  	Legacy Energy, Inc.
	 DATE:
	  	Effective May 1, 2011
	 DESCRIPTION:
	  	T50N R102W
		  	Section 2: Lots 3 and 4 S/2 NW/4, E/2 SW/4, W/2 SE/4
		
		  	Containing 318.68 acres, more or less.
	
	LESS AND EXCEPT unto Seller, its successors and assigns, all right, title and interest in and to any existing royalty and/or overriding royalty interests owned or held
by Seller (or affiliate of Seller) in or to the leases and lands.
	
	MISCELLANEOUS RIGHTS
		
	 LEASE NO.:
	  	WY029-0006
	 LESSOR:
	  	USA #CHEY-068322
	 LESSEE:
	  	Hettie Lee St. John
	 DATE:
	  	April 1, 1945
	 RECORDED:
	  	None available
	 DESCRIPTION:
	  	T54N-R102W, 6th P. M.
		  	Section 5: SW/4 NW/4; W/2 SW/4
		  	Section 6: SE/4 NE/4; NE/4 SE/4
		  	Section 7: E/2 NE/4
		  	Section 8: NW/4 NW/4
		
	 LEASE NO.:
	  	WY029-0005
	 LESSOR:
	  	USA #CHEY-066525
	 LESSEE:
	  	E W Krampert
	 DATE:
	  	September 1, 1942
	 RECORDED:
	  	Book 113, Page 209
	 DESCRIPTION:
	  	T51N-R100W, 6th P. M.
		  	Section 7: SE/4 SE/4
		
	 LEASE NO.:
	  	WY029-0008
	 LESSOR:
	  	USA #W-0211
	 LESSEE:
	  	Fred M. Manning, et al
	 DATE:
	  	April 1, 1950
	 RECORDED:
	  	None available


  

			
	Exhibit A (4/9/12)	 	Page 7 of 8










			
	 DESCRIPTION:
	  	T54N-R102W, 6th P. M.
		  	Section 5: SE/4 NW/4; E/2 SW/4; NW/4 SE/4
		  	Section 8: S/2 NE4; E/2 NW/4
		  	Section 9: Lots 5 & 6; N/2 SW/4; SW/4 SE/4
		  	Section 16: Lots 1, 2, 3 & 4; W/2 E/2; E/2 SE/4
		  	Section 17: Lots 1, 2, 3 & 4

 END OF EXHIBIT A 

  

			
	Exhibit A (4/9/12)	 	Page 8 of 8









 EXHIBIT B 
 ATTACHED TO AND MADE PART OF 
 ASSIGNMENT AND BILL OF SALE 

THE WELLS 
  

																	
	 WELL NAME
	  	API
NUMBER	 	  	 FIELD
	  	 PROPERTY
DESCRIPTION
	  	WORKING
INTEREST	 	  	NET
REVENUE
INTEREST	 
	 Ferguson Ranch State #1
	  	 	4902905326	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #2
	  	 	4902905329	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #3
	  	 	4902905331	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #4
	  	 	4902920292	  	  	Ferguson Ranch	  	Section 26, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #5
	  	 	4902920693	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #6
	  	 	4902920690	  	  	Ferguson Ranch	  	Section 26, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #7
	  	 	4902920880	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #8 (INJ)
	  	 	4902920881	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #9
	  	 	4902921349	  	  	Ferguson Ranch	  	Section 26, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #10 (INJ)
	  	 	4902921727	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #11
	  	 	4902931262	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #12
	  	 	4902931276	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #13
	  	 	4902931263	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #14
	  	 	4902921377	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #15
	  	 	4902931278	  	  	Ferguson Ranch	  	Section 26, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Ferguson Ranch State #16
	  	 	4902931279	  	  	Ferguson Ranch	  	Section 26, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Hunt 14-1
	  	 	4902920296	  	  	Ferguson Ranch	  	Section 14, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Hunt 23-1
	  	 	4902920282	  	  	Ferguson Ranch	  	Section 23, T50N-R102W	  	 	1.00000000	  	  	 	0.77144240	  
	 Hunt Fee #2-11
	  	 	4902921161	  	  	Hunt	  	Section 11, T50N-R102W	  	 	0.93333340	  	  	 	0.81653340	  
	 Hunt Fee #2-1
	  	 	4902906847	  	  	Hunt	  	Section 02, T50N-R102W	  	 	0.86666670	  	  	 	0.75806660	  
	 Hunt State #11-1
	  	 	4902920312	  	  	Hunt	  	Section 11, T50N-R102W	  	 	0.73333330	  	  	 	0.63380000	  
	 Hunt 2-3
	  	 	4902931290	  	  	Hunt	  	Section 02, T50N-R102W	  	 	0.86666670	  	  	 	0.75807000	  
	 Hunt 11-3
	  	 	4902931292	  	  	Hunt	  	Section 11, T50N-R102W	  	 	0.93333340	  	  	 	0.81653340	  
	 Hunt 11-5
	  	 	4902931312	  	  	Hunt	  	Section 11, T50N-R102W	  	 	0.86666670	  	  	 	0.74913320	  
	 State #16-1
	  	 	4902920175	  	  	Sheep Point	  	Section 16, T47N-R102W	  	 	0.54984830	  	  	 	0.44437133	  


  

			
	Exhibit B	 	Page 1 of 4










																	
	 WELL NAME
	  	API
NUMBER	 	  	 FIELD
	  	 PROPERTY
DESCRIPTION
	  	WORKING
INTEREST	 	  	NET
REVENUE
INTEREST	 
	 State #16-2 BPO
	  	 	4902905075	  	  	Sheep Point	  	Section 16, T47N-R102W	  	 	1.00000000	  	  	 	0.79433594	  
	 State #16-2 APO
	  				  	Sheep Point	  	Section 16, T47N-R102W	  	 	0.90703990	  	  	 	0.72013127	  
	 State #16-3
	  	 	4902920191	  	  	Sheep Point	  	Section 16, T47N-R102W	  	 	0.54984830	  	  	 	0.44437131	  
	 State 16-7
	  	 	4902931301	  	  	Sheep Point	  	Section 16, T47N-R102W	  	 	0.63465960	  	  	 	0.51291334	  
	 State 16-8
	  	 	4902931302	  	  	Sheep Point	  	Section 16, T47N-R102W	  	 	1.00000000	  	  	 	0.79433000	  
	 State 16-9
	  	 	4902931303	  	  	Sheep Point	  	Section 16, T47N-R102W	  	 	1.00000000	  	  	 	0.79433000	  
	 State 64-5619 25 #3
	  	 	4902920415	  	  	Willow Draw	  	Section 25, T48N-R104W	  	 	1.00000000	  	  	 	0.84000000	  
	 State 68-15697 19 #1
	  	 	4902920430	  	  	Willow Draw	  	Section 19, T48N-R103W	  	 	1.00000000	  	  	 	0.80500000	  
	 State 70-1284 30 #1
	  	 	4902920335	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #2
	  	 	4902920354	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #3
	  	 	4902920361	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #4
	  	 	4902920359	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #5
	  	 	4902920368	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #6
	  	 	4902920369	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #7
	  	 	4902920373	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #8
	  	 	4902920393	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #9
	  	 	4902920398	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #10
	  	 	4902920411	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #11 SWD
	  	 	4902920416	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	1.00000000	  
	 State 70-1284 30 #12
	  	 	4902920426	  	  	Willow Draw	  	Section 19, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #13
	  	 	4902920432	  	  	Willow Draw	  	Section 19, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #15
	  	 	4902920506	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 70-1284 30 #16
	  	 	4902921287	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 30-17
	  	 	4902931288	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 30-18
	  	 	4902931287	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 30-19
	  	 	4902931289	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 30-20
	  	 	4902931296	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 State 30-22
	  	 	4902931295	  	  	Willow Draw	  	Section 30, T48N-R103W	  	 	1.00000000	  	  	 	0.82500000	  
	 Fourbear Pipeline
	  				  		  		  	 	0.08688900	  	  	 	n/a	  


  

			
	Exhibit B	 	Page 2 of 4









 PUD DRILLING LOCATIONS 

 

							
	 Location Name
	    	
            Field          
  
	  	 Working Interest
	  	 Net Revenue Interest

	 Ferguson Ranch Infill #01
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #02
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #03
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #04
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #05
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #06
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #07
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #08
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #09
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #10
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #11
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #12
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #13
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #14
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #15
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #16
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Ferguson Ranch Infill #17
	    	Ferguson Ranch	  	1.00000000	  	0.77144240
	 Hunt Infill #01
	    	Hunt	  	0.73333000	  	0.63380000
	 Hunt Infill #02
	    	Hunt	  	0.73333000	  	0.63380000
	 Hunt Infill #03
	    	Hunt	  	0.73333000	  	0.63380000
	 Hunt Infill #04
	    	Hunt	  	0.73333000	  	0.63380000
	 Hunt Infill #05
	    	Hunt	  	0.86667000	  	0.75807000
	 Hunt Infill #06
	    	Hunt	  	0.86667000	  	0.75807000
	 Hunt Infill #07
	    	Hunt	  	1.00000000	  	0.87500000
	 Hunt Infill #08
	    	Hunt	  	1.00000000	  	0.87500000
	 Hunt Infill #09
	    	Hunt	  	1.00000000	  	0.87500000
	 Sheep Point Infill #01
	    	Sheep Point	  	0.90704000	  	0.72049000
	 Sheep Point Infill #02
	    	Sheep Point	  	0.84495000	  	0.68361000
	 Sheep Point Infill #03
	    	Sheep Point	  	0.90704000	  	0.72049000
	 Sheep Point Infill #04
	    	Sheep Point	  	0.90704000	  	0.72049000
	 Sheep Point Infill #05
	    	Sheep Point	  	0.90704000	  	0.72049000
	 Sheep Point Infill #06
	    	Sheep Point	  	0.90704000	  	0.72049000
	 Sheep Point Infill #07
	    	Sheep Point	  	0.90704000	  	0.72049000
	 Sheep Point Infill #08
	    	Sheep Point	  	0.54985000	  	0.44485000
	 Sheep Point Infill #09
	    	Sheep Point	  	0.84495000	  	0.68361000
	 Willow Draw Infill #01
	    	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #02
	    	Willow Draw	  	1.00000000	  	0.83333000
	 Willow Draw Infill #03
	    	Willow Draw	  	1.00000000	  	0.83333000
	 Willow Draw Infill #04
	    	Willow Draw	  	1.00000000	  	0.83333000
	 Willow Draw Infill #05
	    	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #06
	    	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #07
	    	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #08
	    	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #09
	    	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #10
	    	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #11
	    	Willow Draw	  	1.00000000	  	0.83333000
	 Willow Draw Infill #12
	    	Willow Draw	  	1.00000000	  	0.83333000
	 Willow Draw Infill #13
	    	Willow Draw	  	1.00000000	  	0.82500000


  

			
	Exhibit B	 	Page 3 of 4










							
	 Location Name
	  	
            Field          
  
	  	 Working Interest
	  	 Net Revenue Interest

	 Willow Draw Infill #14
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #15
	  	Willow Draw	  	1.00000000	  	0.83333000
	 Willow Draw Infill #16
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #17
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #18
	  	Willow Draw	  	1.00000000	  	0.83333000
	 Willow Draw Infill #19
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #20
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #21
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #22
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #23
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #24
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #25
	  	Willow Draw	  	1.00000000	  	0.83333000
	 Willow Draw Infill #26
	  	Willow Draw	  	1.00000000	  	0.82500000
	 Willow Draw Infill #28
	  	Willow Draw	  	1.00000000	  	0.82500000

 END OF EXHIBIT B 

  

			
	Exhibit B	 	Page 4 of 4









 EXHIBIT C 
 ATTACHED TO AND MADE PART 
 OF ASSIGNMENT AND BILL OF SALE 

CONTRACTS – WYOMING 

GENERAL 
  

	 	1.	Road Use Agreement 

 Grantor: Hunt Oil Company dba Hoodoo Ranch 
 Grantee: Legacy
Energy, Inc. 
 Date: March 28, 2011 
  

	 	2.	Flowage Easement Agreement 


Grantor: Hunt Oil Company dba Hoodoo Ranch 
 Grantee: Legacy Energy, Inc. 
 Date: March 28, 2011 

 

	 	3.	Surface Use and Damage Agreement 


Grantor: Hunt Oil Company dba Hoodoo Ranch 
 Grantee: Legacy Energy, Inc. 
 Date: March 28, 2011 

 

	 	4.	Crude Oil Purchase Contract – Outright oil purchase contract dated October 15, 2010 by and between Legacy Energy, Inc., as Seller and Marathon Oil Company, as
Purchaser. 

  

	 	5.	Engineering Services Agreement between Rocky Mountain Power and Legacy Energy, Inc. dated June 13, 2011 and First Amendment thereto dated January 19, 2012.


 FERGUSON RANCH FIELD 
 PARK COUNTY, WY 
 FERGUSON RANCH UNIT SUBJECT TO: 

 

	 	1.	Unit Agreement for Ferguson Ranch Unit Area dated effective December 1, 1995, recorded at DOC #1996 3404, Park County, Wyoming, as approved by that certain Unit
Operator Certificate of Effectiveness for Ferguson Ranch Unit Area recorded at DOC #1996 5018, Park County, Wyoming, and all amendments thereto 


  

			
	Schedule 1.02 (e) (4/9/12)	 	Page 1 of 3










	 	2.	Electric Service Contract #330560869 for Ferguson Ranch Tank Battery dated October 8, 2007, by and between Rocky Mountain Power, a division of PacifiCorp, the
Company, and Vernon E. Faulconer, Inc., the Customer 

  

	 	3.	State of Wyoming Water Discharge Permit WY-0001490 

  

	 	4.	State of Wyoming Storm Water Discharge Permit WYR-000103 

 SHEEP POINT FIELD 
 PARK COUNTY, WY 

SUBJECT TO: 
  

	 	1.	Joint Operating Agreement, including all amendments thereto, dated April 23, 1971, by and between J-W Operating Company, as Operator, and Bel Oil Corporation, et
al, as Non-Operators 

  

	 	2.	Unrecorded Annual Road Maintenance Plan Greybull River Road – by and between Nance Petroleum Corporation, a wholly owned subsidiary of St. Mary Land and
Exploration, and Vernon E. Faulconer, Inc., et al 

  

	 	3.	State of Wyoming Water Discharge Permit WY-0020265 

 WILLOW DRAW FIELD 
 PARK COUNTY, WY 

WILLOW DRAW FIELD SUBJECT TO: 
  

	 	1.	Master Electric Service and Facilities Improvements Agreement dated May 18, 2007, by and between PacifiCorp, an Oregon corporation doing business in Wyoming as
Rocky Mountain Power, “Rocky Mountain Power”, and Vernon E. Faulconer, Inc., the Customer 

  

	 	2.	Annual Road Maintenance Plan Greybull River Road – by and between Nance Petroleum Corporation, a wholly owned subsidiary of St. Mary Land and Exploration, and
Vernon E. Faulconer, Inc., et al 

  

	 	3.	State of Wyoming Water Discharge Permit WY-0227731 

 FOURBEAR PIPELINE SYSTEM SUBJECT TO: 
  

	 	1.	Fourbear Pipeline Construction and Operating Agreement dated June 15, 1959, including any amendments thereto, by and between Honolulu Oil Corporation, Hunt Oil
Company, Husky Oil Company, Sinclair Oil & Gas Company, Texaco Fourbear Inc., and Mule Creek Oil Company 


  

			
	Schedule 1.02 (e) (4/9/12)	 	Page 2 of 3









 HUNT FIELD 
 PARK COUNTY, WY 
 HUNT FIELD SUBJECT TO: 

 

	 	1.	State of Wyoming Water Discharge Permit WY-0001520 

 HUNT STATE 11-1 SUBJECT TO: 
  

	 	1.	Joint Operating Agreement dated July 1, 1987 between Goldmark Engineering, Inc., Operator, and Stephen Smith, et al, recorded in Book 199, Page 145 of the records
of the County Clerk and Recorder, Park County, Wyoming, as amended by Letter Agreements dated September 14, 1987 and September 15, 1987 

  

	 	2.	Joint Operating Agreement dated July 1, 1987 between Goldmark Engineering Inc., Operator, and Stephen Smith, et al, recorded in Book 199, Page 96 of the records of
the County Clerk and Recorder, Park County, Wyoming, as amended by Letter Agreements dated September 14, 1987 and September 15, 1987 

 HUNT FEE # 2-1 AND HUNT FEE #2-11 SUBJECT TO: 
  

	 	1.	Joint Operating Agreement dated July 1, 1987 between Goldmark Engineering, Inc., Operator, and Stephen Smith, et al, recorded in Book 199, Page 145 of the records
of the County Clerk and Recorder, Park County, Wyoming, as amended by Letter Agreements dated September 14, 1987 and September 15, 1987 

  

	 	2.	Joint Operating Agreement dated July 1, 1987 between Goldmark Engineering, Inc., Operator, and Stephen Smith, et al, recorded in Book 199, Page 96 of the records
of the County Clerk and Recorder, Park County, Wyoming, as amended by Letter Agreements dated September 14, 1987 and September 15, 1987 

  

	 	3.	Joint Operating Agreement dated October 5, 1965 between Amax Petroleum Corporation, Operator, and Hunt Oil Company, recorded in Book 148, Page 316 of the records
of the County Clerk and Recorder, Park County, Wyoming, as amended 

 INCLUDING, WITHOUT LIMITATION, ANY AGREEMENTS NOT LISTED
IN THIS EXHIBIT C PERTAINING TO THE LEASES, LANDS, AND WELLS. 
 END OF SCHEDULE 1.02 (e) 

  

			
	Schedule 1.02 (e) (4/9/12)	 	Page 3 of 3









 EXHIBIT E-1 
 LEGACY ENERGY, INC. 
 CERTIFICATE OF OFFICER 

I, the undersigned officer of Legacy Energy, Inc., a Delaware corporation (the “Company”) do hereby certify pursuant to
Section 10.04(c) of that certain Purchase and Sale Agreement dated April 24, 2012, effective as of April 1, 2012 (the “Agreement”) by and among the Company, NiMin Energy Corp. and BreitBurn Operating L.P. that: 

 

	 	1.	The representations and warranties of the Company therein contained are true and correct in all material respects (or in all respects in the case of any representation
or warranty containing any materiality qualification) on the Closing Date (as such term is defined in the Agreement) as though made on and as of such date. 


 

	 	2.	The Company has performed, in all material respects, the obligations, covenants and agreements contained in the Agreement to be performed or complied with by it at or
prior to the Closing (as such term is defined in the Agreement). 

 IN WITNESS WHEREOF, I hereunto set my hand as
of                         , 2012. 

 

			
	LEGACY ENERGY, INC.
		
	By:	 	 
	Name:	 	
	Title:	 	



  

			
	Exhibit E-1	 	Page 1 of 1









 EXHIBIT E-2 
 NIMIN ENERGY CORP. 
 CERTIFICATE OF OFFICER 

I, the undersigned officer of NiMin Energy Corp, an Alberta corporation (the “Company”) do hereby certify pursuant to
Section 10.06(a) of that certain Purchase and Sale Agreement dated April 24, 2012, effective as of April 1, 2012 (the “Agreement”) by and among the Company, Legacy Energy, Inc. and BreitBurn Operating L.P. that: 

 

	 	1.	The representations and warranties of the Company therein contained are true and correct in all material respects (or in all respects in the case of any representation
or warranty containing any materiality qualification) on the Closing Date (as such term is defined in the Agreement) as though made on and as of such date. 


 

	 	2.	The Company has performed, in all material respects, the obligations, covenants and agreements contained in the Agreement to be performed or complied with by it at or
prior to the Closing (as such term is defined in the Agreement). 

 IN WITNESS WHEREOF, I hereunto set my hand as
of                     , 2012. 
  

			
	NIMIN ENERGY CORP.
		
	By:	 	 
	Name:	 	
	Title:	 	



  

			
	Exhibit E-2	 	Page 1 of 1









 EXHIBIT F 
 BREITBURN OPERATING L.P 
 CERTIFICATE OF OFFICER 

I, the undersigned officer of BreitBurn Operating L.P., a Delaware limited partnership (the “Company”) do hereby certify
pursuant to Section 10.05(b) of that certain Purchase and Sale Agreement dated April 24, 2012, effective as of April 1, 2012 (the “Agreement”) by and among the Company, Legacy Energy, Inc. and NiMin Energy Corp. that:

  

	 	1.	The representations and warranties of the Company therein contained are true and correct in all material respects (or in all respects in the case of any representation
or warranty containing any materiality qualification) on the Closing Date (as such term is defined in the Agreement) as though made on and as of such date. 


 

	 	2.	The Company has performed, in all material respects, the obligations, covenants and agreements contained in the Agreement to be performed or complied with by it at or
prior to the Closing (as such term is defined in the Agreement). 

 IN WITNESS WHEREOF, I hereunto set my hand as
of                     , 2012. 
  

			
	BreitBurn Operating L.P
		
	By:	 	 
	Name:	 	Randall H. Breitenbach
	Title:	 	President



  

			
	Exhibit F	 	Page 1 of 1









 EXHIBIT G 
 FORM OF SUPPORT AGREEMENT 
 April 24, 2012 

TO THE UNDERSIGNED SHAREHOLDER OF NIMIN ENERGY CORP. 
 Dear Sir/Madam:  
 Re: NiMin Energy Corp.—Sale of Assets to BreitBurn Operating
L.P. 
 Reference is made to the Purchase and Sale Agreement dated as of the date hereof between NiMin Energy Corp.
(“Parent”), Legacy Energy, Inc. (“Seller”) and BreitBurn Operating L.P. (“Buyer”) (the “Purchase Agreement”) concerning the proposed purchase by Buyer from Seller, a
wholly-owned subsidiary of Parent, of substantially all of Parent’s assets for a cash purchase price of US$100,550,000, subject to adjustment in accordance with the Purchase Agreement (the “Sale Transaction”). 

Completion of the Sale Transaction is subject to, among other conditions, approval thereof by special resolution (the “Approval
Resolution”) of the holders of common shares of Parent (“Shareholders”) at a special meeting to be called and held for such purpose (the “Special Meeting”). 

We understand that, as of the date hereof, you (the “Securityholder”) beneficially own, directly or indirectly, or exercise control or
direction over, the number of common shares of Parent (“Shares”) and the number and class of securities that are convertible into Shares as set forth in your acceptance below. 

The purpose of this agreement (“Support Agreement”) is to confirm your personal commitment, as a Shareholder, to vote or cause to be
voted at the Special Meeting all Shares beneficially owned by you, directly or indirectly, or over which you exercise control or direction, including any Shares acquired by you or over which you obtain control or direction after the date hereof
(collectively, “Subject Securities”), in favour of the Approval Resolution and to otherwise support the Sale Transaction in accordance with the terms and conditions hereof. 
 In consideration and as an inducement for Buyer to enter into the Purchase Agreement with Parent and Seller and agree to the Sale Transaction on and subject to the terms and conditions thereof, and for
other good and valuable consideration, the undersigned Securityholder hereby agrees with Buyer as follows. 
 1. Covenants of Securityholder

 The Securityholder hereby irrevocably covenants and agrees, and acknowledges that Buyer is relying upon such covenants in connection with
entering into the Purchase Agreement, that, until termination of this Support Agreement in accordance with section 3 below, the Securityholder shall: 
  

	 	(a)	vote or cause to be voted all Subject Securities beneficially owned by the Securityholder, directly or indirectly, or over which the Securityholder exercises control or
direction: 

  

	 	(i)	in favour of the Approval Resolution and any ancillary resolutions approving the Sale Transaction (if any) to be considered by the Shareholders at the Special Meeting;
and 


  

			
	Exhibit G	 	Page 1 of 6










	 	(ii)	against or otherwise in opposition to any resolution to be considered by the Shareholders or any other proposed action by any person or group of persons in respect of
any matter involving Parent or Seller that, if approved, initiated or completed or for any other reason could impede, prevent, hinder, delay or challenge the Sale Transaction or reduce the likelihood of the Approval Resolution being approved by the
Shareholders; 

 and in connection with the foregoing, shall deliver a duly executed and irrevocable (except upon
termination of this Support Agreement in accordance with its terms) proxy in respect of any such matter not less than five (5) days prior to the date of the Special Meeting or other meeting or event at which Shares will be voted; 

 

	 	(b)	not exercise any rights available to the Securityholder, whether arising under statute, at common law or otherwise, to impede, prevent, hinder, delay or challenge the
Sale Transaction; 

  

	 	(c)	not exercise any dissent rights or any similar rights to which the Securityholder may be entitled in respect of the Sale Transaction or the Approval Resolution; and


  

	 	(d)	not sell or otherwise transfer or dispose of any Subject Securities or transfer any voting rights attached thereto, other than a grant of proxy instructing the proxy
holder to vote Shares as provided in paragraph l(a) above; 

  

	 	(e)	not solicit, assist, initiate, facilitate or encourage, or take any action to solicit, assist, initiate, facilitate or encourage (including by way of furnishing
information) any Acquisition Proposal (as that term is defined in the Purchase Agreement) or the initiation of any communications regarding an Acquisition Proposal, enter into or participate in any discussions or negotiations with any person
regarding an Acquisition Proposal, furnish or provide access to any information concerning Parent, Seller or the assets proposed to be purchased under the Sale Transaction to any person in connection with, or that could reasonably be expected to
lead to, an Acquisition Proposal or the initiation of communications regarding an Acquisition Proposal, or otherwise cooperate in any way with any effort or attempt to make an Acquisition Proposal; and 


 

	 	(f)	not take or cause to be taken any action that would impede, prevent, hinder, delay or challenge the Sale Transaction or otherwise reduce the likelihood of its
successful completion. 

 Buyer acknowledges that the Securityholder’s covenants under paragraph l(e) and paragraph l(f)
above relate to the Securityholder acting in its capacity as a holder of Shares and not as a director or senior officer of Parent or Seller and shall not prevent or restrict the Securityholder from exercising (in his capacity as a director or senior
officer) his fiduciary duty to Parent under applicable law and in accordance with the Purchase Agreement. 
 2. Representations and
Warranties of Securityholder 
 The Securityholder hereby represents and warrants to Buyer, and acknowledges that Buyer is relying upon such
representations and warranties in connection with entering into the Purchase Agreement, that at the date hereof: 
  

	 	(a)	 as of the date hereof, the Securityholder beneficially owns, directly or indirectly, or exercises control or direction over the number of Shares, and
the number and class of 



  

			
	Exhibit G	 	Page 2 of 6










	 	
securities that are convertible into Shares, set forth under the Securityholder’s signature below; 


 

	 	(b)	the Securityholder has good and sufficient power, authority and right to enter into this Support Agreement, to perform its obligations hereunder and to complete the
transactions contemplated hereby; 

  

	 	(c)	this Support Agreement has been duly executed and delivered by the Securityholder and constitutes a valid and binding obligation of the Securityholder enforceable
against it in accordance with its terms; 

  

	 	(d)	neither the entering into of this Support Agreement nor the performance by the Securityholder of its obligations hereunder or completion of the transactions
contemplated hereby will violate or constitute a breach of or default under any agreement, commitment, arrangement, understanding or restriction of any kind to which the Securityholder is a party or by which the Securityholder or any of its assets
(including the Subject Securities) are bound; 

  

	 	(e)	no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the
purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto (other than this Support Agreement); 

  

	 	(f)	none of the Subject Securities are, or will at the time of the Special Meeting be, subject to any voting trust or voting agreement (other than this Support Agreement),
and there will not be any proxy in existence with respect to any of the Shares of the Securityholder except for any proxy given by the Securityholder for the purpose of fulfilling the Securityholder’s obligations hereunder; and


  

	 	(g)	there are and, at all times up to and including the date of the Special Meeting, will be no restrictions on the Subject Securities that would prevent the Securityholder
from voting or causing to be voted in favour of the Approval Resolution any of the Subject Securities entitled to vote at the Special Meeting. 

 3. Termination 
 This Support Agreement and the parties’ rights and obligations
hereunder shall terminate and become void and of no further force or effect, without any further action by the Securityholder or Buyer, on the earliest of (i) the date on which the Sale Transaction is completed, (ii) the date on which the
Purchase Agreement is terminated in accordance with its terms, and (iii) the date, if any, on which the Approval Resolution is put to a vote of Shareholders and is not approved. 
 4. Assignment 
 No party hereto may assign any of its rights or obligations hereunder
without the prior written consent of the other party; provided, however, that Buyer may assign any of its rights or obligations hereunder to a direct or indirect wholly-owned subsidiary of Buyer without the Securityholder’s consent. Subject to
the foregoing, this Support Agreement shall be binding upon and shall enure to the benefit of and be enforceable by the Securityholder, Buyer and their respective heirs, executors, administrators, personal representatives, successors at law and
permitted assigns, as applicable. 

  

			
	Exhibit G	 	Page 3 of 6









 5. Amendments 
 This Support Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended or supplemented only by written agreement signed by the
parties. All references herein to the Purchase Agreement shall be to the Purchase Agreement as amended or amended and restated from time to time, provided that any such amendment does not materially change the nature of the Sale Transaction or
materially reduce the purchase consideration payable to Seller thereunder. 
 6. Expenses 

Each party hereto shall pay and be responsible for its own expenses incurred in connection with this Support Agreement and the matters contemplated
hereby. 
 7. Disclosure 
 Prior
to the first public disclosure of the existence and terms of this Support Agreement, neither party hereto shall disclose the existence or terms hereof to any third person other than Parent, Seller or the respective directors, officers and
professional advisors of Parent, Seller, Buyer or the Securityholder, without the prior written consent of the other party, except as required by law. The existence and terms of this Support Agreement may be disclosed in any news release announcing
the Sale Transaction and in the disclosure materials to be prepared by Parent in respect of the Special Meeting. 
 8. Governing Law

 This Support Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws
of Alberta and the federal laws of Canada applicable therein, and the parties irrevocably attorn to the jurisdiction of the courts of Alberta with respect to any claims arising hereunder. 
 9. Remedies 
 The Securityholder agrees that in the event of a breach or threatened breach
by the Securityholder of this Support Agreement monetary damages may be an inadequate remedy, and without limiting any other remedies available to Buyer, whether at law, in equity or otherwise, Buyer shall be entitled to injunctive or similar relief
to restrain the breach (actual or threatened) or any continuation thereof, and to require specific performance of the provisions hereof. 

10. Time of the Essence 
 Time shall be
of the essence of this agreement. 
 11. Further Assurances 
 The Securityholder shall from time to time and at all times hereafter at the request of Buyer, acting reasonably, but without further consideration, perform such further acts and sign and deliver such
further documents and give such further assurances as may be reasonably required for the purpose of giving effect to this Support Agreement. 

  

			
	Exhibit G	 	Page 4 of 6









 12. Counterpart Execution 
 This Support Agreement may be signed in counterparts that together shall be deemed to constitute one and the same instrument, and delivery of such counterparts may be affected by means of facsimile or
other electronic transmission. 
 If you are in agreement with the foregoing, please indicate your acceptance thereof by signing and returning
this letter to Buyer. 
  

			
	Yours truly,
	
	BREITBURN OPERATING L.P.
		
	By:	 	 
		 	 Name: Randall H. Breitenbach

Office/Title: President



 [remainder of page intentionally left blank—signatures follow] 

  

			
	Exhibit G	 	Page 5 of 6









 ACCEPTANCE 
 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Securityholder hereby irrevocably accepts and agrees to the foregoing terms and
conditions of this Support Agreement with BreitBurn Operating L.P. as of the             day of             , 2012. 

 

					
	  
 Witness Name (please
print)
	 		 	  
 Securityholder Name
(please print)

			
	  
 Signature of
Witness
	 		 	  
 Signature of
Securityholder


  
  

Number of Common Shares Owned, Controlled or Directed 
  

 
 Particulars of Convertible
Securities Owned, Controlled or Directed 
 (number and class of securities) 

 
  
 Address of Securityholder (please print) 
  

 
 Address of Securityholder (continued) 

 

					
	  
 Securityholder’s Facsimile
Number
	 		 	  
 Securityholder’s Email
Address



  

			
	Exhibit G	 	Page 6 of 6









 SCHEDULE 1.02 (e) 

CONTRACTS 
 GENERAL

  

	 	1.	Road Use Agreement 

 Grantor: Hunt Oil Company dba Hoodoo Ranch 
 Grantee: Legacy
Energy, Inc. 
 Date: March 28, 2011 

 

	 	2.	Flowage Easement Agreement 

 Grantor: Hunt Oil Company dba Hoodoo Ranch 
 Grantee: Legacy
Energy, Inc. 
 Date: March 28, 2011 

 

	 	3.	Surface Use and Damage Agreement 

 Grantor: Hunt Oil Company dba Hoodoo Ranch 
 Grantee: Legacy
Energy, Inc. 
 Date: March 28, 2011 

 

	 	4.	Crude Oil Purchase Contract – Outright oil purchase contract dated October 15, 2010 by and between Legacy Energy, Inc., as Seller and Marathon Oil Company, as
Purchaser. 

  

	 	5.	Engineering Services Agreement between Rocky Mountain Power and Legacy Energy, Inc. dated June 13, 2011 and First Amendment thereto dated January 19, 2012.


 FERGUSON RANCH FIELD 
 PARK COUNTY, WY 
 FERGUSON RANCH UNIT SUBJECT TO: 

 

	 	1.	Unit Agreement for Ferguson Ranch Unit Area dated effective December 1, 1995, recorded at DOC #1996 3404, Park County, Wyoming, as approved by that certain Unit
Operator Certificate of Effectiveness for Ferguson Ranch Unit Area recorded at DOC #1996 5018, Park County, Wyoming, and all amendments thereto 

  

	 	2.	Electric Service Contract #330560869 for Ferguson Ranch Tank Battery dated October 8, 2007, by and between Rocky Mountain Power, a division of PacifiCorp, the
Company, and Vernon E. Faulconer, Inc., the Customer 


  

			
	Schedule 1.02 (e)	 	Page 1 of 3










	 	3.	State of Wyoming Water Discharge Permit WY-0001490 

  

	 	4.	State of Wyoming Storm Water Discharge Permit WYR-000103 

 SHEEP POINT FIELD 
 PARK COUNTY, WY 

SUBJECT TO: 
  

	 	1.	Joint Operating Agreement, including all amendments thereto, dated April 23, 1971, by and between J-W Operating Company, as Operator, and Bel Oil Corporation, et
al, as Non-Operators 

  

	 	2.	Unrecorded Annual Road Maintenance Plan Greybull River Road – by and between Nance Petroleum Corporation, a wholly owned subsidiary of St. Mary Land and
Exploration, and Vernon E. Faulconer, Inc., et al 

  

	 	3.	State of Wyoming Water Discharge Permit WY-0020265 

 WILLOW DRAW FIELD 
 PARK COUNTY, WY 

WILLOW DRAW FIELD SUBJECT TO: 
  

	 	1.	Master Electric Service and Facilities Improvements Agreement dated May 18, 2007, by and between PacifiCorp, an Oregon corporation doing business in Wyoming as
Rocky Mountain Power, “Rocky Mountain Power”, and Vernon E. Faulconer, Inc., the Customer 

  

	 	2.	Annual Road Maintenance Plan Greybull River Road – by and between Nance Petroleum Corporation, a wholly owned subsidiary of St. Mary Land and Exploration, and
Vernon E. Faulconer, Inc., et al 

  

	 	3.	State of Wyoming Water Discharge Permit WY-0227731 

 FOURBEAR PIPELINE SYSTEM SUBJECT TO: 
  

	 	1.	Fourbear Pipeline Construction and Operating Agreement dated June 15, 1959, including any amendments thereto, by and between Honolulu Oil Corporation, Hunt Oil
Company, Husky Oil Company, Sinclair Oil & Gas Company, Texaco Fourbear Inc., and Mule Creek Oil Company 


  

			
	Schedule 1.02 (e)	 	Page 2 of 3









 HUNT FIELD 
 PARK COUNTY, WY 
 HUNT FIELD SUBJECT TO: 

 

	 	1.	State of Wyoming Water Discharge Permit WY-0001520 

 HUNT STATE 11-1 SUBJECT TO: 
  

	 	1.	Joint Operating Agreement dated July 1, 1987 between Goldmark Engineering, Inc., Operator, and Stephen Smith, et al, recorded in Book 199, Page 145 of the records
of the County Clerk and Recorder, Park County, Wyoming, as amended by Letter Agreements dated September 14, 1987 and September 15, 1987 

  

	 	2.	Joint Operating Agreement dated July 1, 1987 between Goldmark Engineering Inc., Operator, and Stephen Smith, et al, recorded in Book 199, Page 96 of the records of
the County Clerk and Recorder, Park County, Wyoming, as amended by Letter Agreements dated September 14, 1987 and September 15, 1987 

 HUNT FEE # 2-1 AND HUNT FEE #2-11 SUBJECT TO: 
  

	 	1.	Joint Operating Agreement dated July 1, 1987 between Goldmark Engineering, Inc., Operator, and Stephen Smith, et al, recorded in Book 199, Page 145 of the records
of the County Clerk and Recorder, Park County, Wyoming, as amended by Letter Agreements dated September 14, 1987 and September 15, 1987 

  

	 	2.	Joint Operating Agreement dated July 1, 1987 between Goldmark Engineering, Inc., Operator, and Stephen Smith, et al, recorded in Book 199, Page 96 of the records
of the County Clerk and Recorder, Park County, Wyoming, as amended by Letter Agreements dated September 14, 1987 and September 15, 1987 

  

	 	3.	Joint Operating Agreement dated October 5, 1965 between Amax Petroleum Corporation, Operator, and Hunt Oil Company, recorded in Book 148, Page 316 of the records
of the County Clerk and Recorder, Park County, Wyoming, as amended 

 OTHER CONTRACTS 

None. 
 END OF SCHEDULE 1.02
(e) 

  

			
	Schedule 1.02 (e)	 	Page 3 of 3









 SCHEDULE 1.03 
 EXCLUDED ASSETS 
 CODY, WY FIELD OFFICE 

Contents of office located at 504 Date Street, Cody, Wyoming 
 2010 Toyota Tundra (VIN 5TFUW5F17AX128452) including contents 
 2010 Toyota Tundra (VIN
5TFUW5F18AX124376) including contents 
 2010 Toyota Tundra (VIN 5TFUW5F15AX130443) including contents 

2011 Toyota Tundra (VIN 5TFUY5F10BX182817) including contents 
 2011 Toyota Tundra (VIN 5TFUY5F11BX168067) including contents 
 FERGUSON RANCH FIELD

 PARK COUNTY, WY 

Contents of Ferguson Ranch Field Office 

10-3/4” casing – (1) joint, (1) pup joint 
 8-5/8” casing – (6) joints, (3) pup joints 
 7” casing – (3)
joints, (3) pup joints 
 5-1/2” casing – (9) joints, (1) pup joints 

2-7/8”tubing – (68) joints 

1” rods – (6) 
 6” SCH40
steel pipe – (11) joints 
 3” SCH 40 steel pipe – (4) joints 
 100 KVA Transformers – (6) 
 50 KVA FACT Transformer – (1) 

37.5 KVA FACT Transformer – (3) 

37.5 KVA Transformer – (3) 

Lufkin 456 DC Air Balance Pumping Unit – (1) 
 Lufkin 640 DE Conventional Pumping Unit – (2) 
 WILLOW DRAW FIELD

 PARK COUNTY, WY 

Contents of Willow Draw Field Office 

8 slot / 3 branch skid mounted header assembly – (2) 
 7” casing – (8) full joints 
 8-5/8” casing – (2) full
joints 
 9-5/8” casing – (3) joints 
 3-1/2” tubing – (24) joints 
 2-7/8” tubing – (166) joints

 2-3/8” tubing – (8) joints 
 1” rods – (160) 
 7/8” rods – (150) 

2” Line Pipe – (5) joints 

3” Line Pipe – (26) joints 

  

			
	Schedule 1.03	 	Page 1 of 2









 4” Line Pipe – (3) joints 
 2 1/2” x 2” x 16’ RWBC plunger units – (6) 
 100 KVA Transformers
– (4) 
 15 KVA Transformers – (6) 
 10 KVA Transformers – (9) 
 Skid Mounted 1” Centrifugal Pump & 15 HP
Motor – (1) 
 Skid Mounted 3/4” Gear Pump & 3 HP Motor – (1) 

60 HP Motors – (1) 
 40 HP Motors
– (3) 
 30 HP Motors – (2) 
 20 HP Motors – (2) 
 Weatherford Switchboard – (2) 

Weatherford PC Controller – (1) 

Weatherford PC Drive Head – (1) 

OTHER EXCLUDED ASSETS: 
 None.

 END OF SCHEDULE 1.03 

  

			
	Schedule 1.03	 	Page 2 of 2









 SCHEDULE 3.07 
 PREFERENTIAL PURCHASE RIGHTS 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 There are no
Preferential Rights. 
 SHEEP POINT FIELD 
 PARK COUNTY, WY 
 There are no Preferential Rights. 

WILLOW DRAW FIELD 
 PARK
COUNTY, WY 
 There are no Preferential Rights. 
 HUNT FIELD 
 PARK COUNTY, WY 

There are no Preferential Rights. 
 OTHER
VALUES 
 None. 

END OF SCHEDULE 3.07 

  

			
	Schedule 3.07	 	Page 1 of 1









 SCHEDULE 3.08 
 CONSENTS 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 None. 

SHEEP POINT FIELD 
 PARK
COUNTY, WY 
 None. 

WILLOW DRAW FIELD 
 PARK
COUNTY, WY 
 Annual Road Maintenance Plan Greybull River Road – by and between Nance Petroleum Corporation, a wholly owned
subsidiary of St. Mary Land and Exploration, and Vernon E. Faulconer, Inc., et al 
 HUNT FIELD 

PARK COUNTY, WY 
 None. 

OTHER CONSENTS 
 None. 

END OF SCHEDULE 3.08 

  

			
	Schedule 3.08	 	Page 1 of 1









 SCHEDULE 5.06 
 EXISTING CLAIMS AND LITIGATION 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 There are no
Existing Claims and Litigation. 
 SHEEP POINT FIELD 
 PARK COUNTY, WY 
 There are no Existing Claims and Litigation. 

WILLOW DRAW FIELD 
 PARK
COUNTY, WY 
 There are no Existing Claims and Litigation. 
 HUNT FIELD 
 PARK COUNTY, WY 

There are no Existing Claims and Litigation. 

OTHER CLAIMS 
 None. 

END OF SCHEDULE 5.06 

  

			
	Schedule 5.06	 	Page 1 of 1









 SCHEDULE 5.08 
 TAXES 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 None of the
Assets are subject to or owned by any tax partnership requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code. 
 SHEEP POINT FIELD 
 PARK COUNTY, WY 

None of the Assets are subject to or owned by any tax partnership requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of
Subtitle A of the Internal Revenue Code. 
 WILLOW DRAW FIELD 
 PARK COUNTY, WY 
 None of the Assets are subject to or owned by any tax partnership
requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code. 
 HUNT
FIELD 
 PARK COUNTY, WY 
 None of the Assets are subject to or owned by any tax partnership requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code.

 OTHER 
 None. 

END OF SCHEDULE 5.08 

  

			
	Schedule 5.08	 	Page 1 of 1









 SCHEDULE 5.11 
 IMBALANCES 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 There are no
imbalances. 
 SHEEP POINT FIELD 
 PARK COUNTY, WY 
 There are no imbalances. 

WILLOW DRAW FIELD 
 PARK
COUNTY, WY 
 There are no imbalances. 
 HUNT FIELD 
 PARK COUNTY, WY 

There are no imbalances. 
 OTHER IMBALANCES

 None. 
 END OF
SCHEDULE 5.11 

  

			
	Schedule 5.11	 	Page 1 of 1









 SCHEDULE 5.14 
 COMPLIANCE WITH LAWS 
 None. 

END OF SCHEDULE 5.14 

  

			
	Schedule 5.14	 	Page 1 of 1









 SCHEDULE 5.15 
 PERMITS 
 None. 
 END OF SCHEDULE 5.15 

  

			
	Schedule 5.15	 	Page 1 of 1









 SCHEDULE 5.16 
 P&A WELLS 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 None. 

SHEEP POINT FIELD 
 PARK
COUNTY, WY 
 None. 

WILLOW DRAW FIELD 
 PARK
COUNTY, WY 
 ST 68-15697 1 (Willow Draw 19-1), API No. 4902920430, SW/SW/SE Section 19, Township 48N, Range 103W 

HUNT FIELD 
 PARK COUNTY, WY

 None. 
 OTHER

 None. 
 END OF
SCHEDULE 5.16 

  

			
	Schedule 5.16	 	Page 1 of 1









 SCHEDULE 5.17 
 PROPOSED OPERATIONS OR EXPENDITURES 
 GENERAL 

PARK COUNTY, WY 
 Rocky Mountain
Power—First Engineering, Materials and Procurement Agreement Amending Engineering Services Agreement dated June 13, 2011. 
 Budget – $250,000 
 Expenditure to Date – $100,000 

Remaining Expenditure – $150,000 
 FERGUSON RANCH FIELD 
 PARK COUNTY, WY 

None. 
 SHEEP POINT FIELD

 PARK COUNTY, WY 

None. 
 WILLOW DRAW FIELD

 PARK COUNTY, WY 

Authority for Expenditure 2100.4, Willow Draw Phase 3 Facility Expansion 
 Budget – $910,305 
 Expenditure to Date – $648,042 

Remaining Expenditure – $248,953 
 HUNT FIELD 
 PARK COUNTY, WY 

None. 
 OTHER 

None. 
 END OF SCHEDULE 5.17


  

			
	Schedule 5.17	 	Page 1 of 1









 SCHEDULE 5.19 
 ENVIRONMENTAL 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 There are no
Environmental Notices. 
 SHEEP POINT FIELD 
 PARK COUNTY, WY 
 There are no Environmental Notices. 

WILLOW DRAW FIELD 
 PARK
COUNTY, WY 
 There are no Environmental Notices. 
 HUNT FIELD 
 PARK COUNTY, WY 

There are no Environmental Notices. 
 OTHER

 None. 
 END OF
SCHEDULE 5.19 

  

			
	Schedule 5.19	 	Page 1 of 1









 SCHEDULE 5.20 
 PAYOUT 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 None. 

SHEEP POINT FIELD 
 PARK
COUNTY, WY 
 None. 

WILLOW DRAW FIELD 
 PARK
COUNTY, WY 
 None. 

HUNT FIELD 
 PARK COUNTY, WY

 None. 
 OTHER

 None. 
 END OF
SCHEDULE 5.20 

  

			
	Schedule 5.20	 	Page 1 of 1









 SCHEDULE 5.21 
 SUSPENSE FUNDS 
 FERGUSON RANCH FIELD 

PARK COUNTY, WY 
 None. 

SHEEP POINT FIELD 
 PARK
COUNTY, WY 
  

							
	 John M & Bobbie N Tooke
	  	Sheep Point 16-1	  	$	2,855.67	  
	 John M & Bobbie N Tooke
	  	Sheep Point 16-2	  	$	4,693.44	  
	 John M & Bobbie N Tooke
	  	Sheep Point 16-3	  	$	1,426.38	  
	 John M & Bobbie N Tooke
	  	Sheep Point 16-7	  	$	2,385.04	  
	 John M & Bobbie N Tooke
	  	Sheep Point 16-8	  	$	5,826.48	  
	 John M & Bobbie N Tooke
	  	Sheep Point 16-9	  	$	1,241.35	  
		  		  	  
	  
	 
	 Total
	  	Sheep Point Field	  	$	18,428.36	  
		  		  	  
	  
	 

 WILLOW DRAW FIELD 
 PARK COUNTY, WY 
 None. 
 HUNT FIELD 
 PARK COUNTY, WY 

None. 
 OTHER 

None. 
 END OF SCHEDULE 5.21


  

			
	Schedule 5.21	 	Page 1 of 1









 SCHEDULE 10.02 (b) (iii) 

LIENS FOR TAXES AND ASSESSMENTS 
 PAYMENTS DUE STATE OF WYOMING 
  

					
	 YEAR*
	  	 AMOUNT
	  	DUE DATE
	 2010
	  	$319,735.38	  	May 10, 2012
	 2011
	  	 $668,484.74

$668,484.74
	  	November 10, 2012
 May 10, 2013

	 2012
	  	Approx. $390,000.00	  	November 10, 2013

  

	*	Based on value of production in the listed year. 

 END OF SCHEDULE 10.02 (b) (iii) 

  

			
	Schedule 10.02 (b) (iii)	 	Page 1 of 1









 SCHEDULE 13.04 
 REQUIRED APPROVALS 
 This Agreement and the transaction contemplated hereby are conditioned
on and subject to approval by the holders of common shares of Parent of the sale of the Assets as provided herein by special resolution pursuant to section 190 of the Business Corporations Act (Alberta). 

END OF SCHEDULE 13.04 

  

			
	Schedule 13.04	 	Page 1 of 1









 SCHEDULE 13.12 
 OFFICERS AND DIRECTORS 
 Clarence Cottman III 

Chairman and Chief Executive Officer 
 Jonathan
S. Wimbish 
 Chief Financial Officer 

Daniel Scott Dobson 
 Chief Operating Officer

 Brian Bayley 
 Director 

W. Alf Peneycad 
 Director 

William Gumma 
 Director 

Robert Redfearn 
 Director 

END OF SCHEDULE 13.12 

  

			
	Schedule 13.12	 	Page 1 of 1