Exhibit 10.1






Exhibit 10.1




STOCK PURCHASE AGREEMENT




AMONG




IVANHOE ENERGY HOLDINGS INC.,




AS SELLER,




IVANHOE ENERGY INC.,




AS SELLER PARENT,




SENECA SOUTH MIDWAY LLC,




AS PURCHASER




AND



SENECA RESOURCES CORPORATION,




AS PURCHASER PARENT



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	Article I Agreement to Sell and Purchase
	 	 	1	 
	Section 1.01 Agreement to Sell and Purchase
	 	 	1	 
	Section 1.02 Excluded Assets
	 	 	2	 
	 
	 	 	 	 
	Article II Purchase Price
	 	 	2	 
	Section 2.01 Purchase Price
	 	 	2	 
	Section 2.02 Escrow Fund
	 	 	2	 
	Section 2.03 Allocated Values
	 	 	2	 
	 
	 	 	 	 
	Article III Title Matters
	 	 	2	 
	Section 3.01 Examination Period
	 	 	2	 
	Section 3.02 Defensible Title and Permitted Encumbrances
	 	 	3	 
	Section 3.03 Title Defect
	 	 	6	 
	Section 3.04 Notice of Title Defects
	 	 	6	 
	Section 3.05 Remedies for Title Defects
	 	 	7	 
	Section 3.06 Preferential Rights To Purchase
	 	 	8	 
	Section 3.07 Consents
	 	 	8	 
	Section 3.08 Remedies for Title Benefits
	 	 	9	 
	 
	 	 	 	 
	Article IV Environmental Matters
	 	 	9	 
	Section 4.01 Environmental Review
	 	 	9	 
	Section 4.02 Environmental Definitions
	 	 	11	 
	Section 4.03 Notice of Environmental Defects
	 	 	12	 
	Section 4.04 Remedies for Environmental Defects
	 	 	13	 
	 
	 	 	 	 
	Article V Representations and Warranties of Seller
	 	 	14	 
	Section 5.01 Corporate Organization
	 	 	14	 
	Section 5.02 Authority and Enforceability
	 	 	14	 
	Section 5.03 Capitalization
	 	 	15	 
	Section 5.04 No Violation
	 	 	15	 
	Section 5.05 Financial Statements
	 	 	15	 
	Section 5.06 Books and Records
	 	 	15	 
	Section 5.07 No Undisclosed Liabilities
	 	 	16	 
	Section 5.08 Brokers
	 	 	16	 
	Section 5.09 Legal Proceedings
	 	 	16	 
	Section 5.10 No Bankruptcy; Solvency
	 	 	16	 
	Section 5.11 Royalties
	 	 	16	 
	Section 5.12 Taxes
	 	 	17	 
	Section 5.13 Material Contracts
	 	 	18	 
	Section 5.14 Hedging
	 	 	18	 
	Section 5.15 Employment and Employee Benefit Matters
	 	 	18	 






 


(i)









 





	 	 	 	 	 
	Section 5.16 Title
	 	 	19	 
	Section 5.17 Compliance and Laws and Permits
	 	 	20	 
	Section 5.18 Absence of Certain Changes
	 	 	20	 
	Section 5.19 Insurance
	 	 	21	 
	Section 5.20 Intellectual Property
	 	 	21	 
	Section 5.21 Certain Payments
	 	 	21	 
	 
	 	 	 	 
	Article VI Representations and Warranties of Purchaser
	 	 	21	 
	Section 6.01 Existence
	 	 	21	 
	Section 6.02 Authority and Enforceability
	 	 	22	 
	Section 6.03 No Violation
	 	 	22	 
	Section 6.04 Brokers
	 	 	22	 
	Section 6.05 No Bankruptcy; Solvency
	 	 	22	 
	Section 6.06 Legal Proceedings
	 	 	22	 
	Section 6.07 Investment
	 	 	23	 
	Section 6.08 Securities Laws
	 	 	23	 
	Section 6.09 Funds
	 	 	23	 
	 
	 	 	 	 
	Article VII Operation of the Assets; Covenants of the Parties
	 	 	23	 
	Section 7.01 Operations Pending Closing
	 	 	23	 
	Section 7.02 Limitations on the Operational Obligations and Liabilities of Seller
	 	 	24	 
	Section 7.03 Operation of the Assets After the Closing
	 	 	25	 
	Section 7.04 Casualty Loss
	 	 	25	 
	Section 7.05 Access and Investigation
	 	 	26	 
	Section 7.06 Notification
	 	 	26	 
	Section 7.07 Release of Existing Indebtedness
	 	 	26	 
	Section 7.08 Employee Matters
	 	 	27	 
	 
	 	 	 	 
	Article VIII Seller’s Conditions to Close
	 	 	27	 
	Section 8.01 Representations
	 	 	27	 
	Section 8.02 Performance
	 	 	27	 
	Section 8.03 Pending Matters
	 	 	27	 
	Section 8.04 Purchase Price
	 	 	27	 
	Section 8.05 Execution and Delivery of the Closing Documents
	 	 	27	 
	 
	 	 	 	 
	Article IX Purchaser’s Conditions to Close
	 	 	28	 
	Section 9.01 Representations
	 	 	28	 
	Section 9.02 Performance
	 	 	28	 
	Section 9.03 Pending Matters
	 	 	28	 
	Section 9.04 Release of Existing Indebtedness
	 	 	28	 
	Section 9.05 Execution and Delivery of the Closing Documents
	 	 	28	 
	 
	 	 	 	 
	Article X The Closing
	 	 	28	 
	Section 10.01 Time and Place of the Closing
	 	 	28	 
	Section 10.02 Adjustments to Purchase Price at the Closing
	 	 	29	 






 


(ii)









 





	 	 	 	 	 
	Section 10.03 Closing Statement
	 	 	29	 
	Section 10.04 Actions of Seller at the Closing
	 	 	30	 
	Section 10.05 Actions of Purchaser at the Closing
	 	 	30	 
	 
	 	 	 	 
	Article XI Post Closing Obligations
	 	 	30	 
	Section 11.01 Allocation of Expense and Revenues
	 	 	30	 
	Section 11.02 Gas Imbalances
	 	 	31	 
	Section 11.03 Final Accounting Statement
	 	 	32	 
	Section 11.04 Further Cooperation
	 	 	32	 
	 
	 	 	 	 
	Article XII Tax Matters
	 	 	33	 
	Section 12.01 Transfer Taxes
	 	 	33	 
	Section 12.02 Ad Valorem and Similar Taxes
	 	 	33	 
	Section 12.03 Tax Returns
	 	 	33	 
	Section 12.04 Tax Cooperation
	 	 	33	 
	Section 12.05 Tax Assessments
	 	 	34	 
	 
	 	 	 	 
	Article XIII Termination
	 	 	36	 
	Section 13.01 Right of Termination
	 	 	36	 
	Section 13.02 Effect of Termination
	 	 	36	 
	Section 13.03 Termination Damages
	 	 	37	 
	 
	 	 	 	 
	Article XIV Obligations and Indemnification
	 	 	37	 
	Section 14.01 Purchaser’s Indemnification
	 	 	37	 
	Section 14.02 Seller’s Indemnification — Representations, Warranties and Covenants and Third Party Non-Environmental Claims
	 	 	38	 
	Section 14.03 Seller’s Indemnification — Third Party Environmental Claims
	 	 	38	 
	Section 14.04 Notices and Defense of Indemnified Matters
	 	 	39	 
	 
	 	 	 	 
	Article XV Limitations on Representations and Warranties
	 	 	40	 
	Section 15.01 Disclaimers of Representations and Warranties
	 	 	40	 
	Section 15.02 Survival
	 	 	40	 
	 
	 	 	 	 
	Article XVI Dispute Resolution
	 	 	40	 
	Section 16.01 General
	 	 	40	 
	Section 16.02 Senior Management
	 	 	41	 
	Section 16.03 Independent Expert
	 	 	41	 
	Section 16.04 Limitation on Arbitration
	 	 	42	 
	 
	 	 	 	 
	Article XVII Miscellaneous
	 	 	42	 
	Section 17.01 Consequential Damages
	 	 	42	 
	Section 17.02 Names
	 	 	42	 
	Section 17.03 Expenses
	 	 	42	 
	Section 17.04 Document Retention
	 	 	42	 






 


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	Section 17.05 Entire Agreement
	 	 	42	 
	Section 17.06 Waiver
	 	 	43	 
	Section 17.07 Publicity
	 	 	43	 
	Section 17.08 Certain Rules of Construction and Interpretation
	 	 	43	 
	Section 17.09 No Third Party Beneficiaries
	 	 	44	 
	Section 17.10 Assignment
	 	 	44	 
	Section 17.11 Governing Law
	 	 	44	 
	Section 17.12 Notices
	 	 	44	 
	Section 17.13 Severability
	 	 	45	 
	Section 17.14 Counterpart Execution
	 	 	45	 






APPENDIX I — CERTAIN DEFINITIONS




EXHIBITS AND SCHEDULES





	 	 	 	 	 
	Exhibit A — Subject Interests (Listing of Leases)
	 	 	 	 
	Exhibit B — Wells and Interests
	 	 	 	 
	Exhibit C — Allocated Values
	 	 	 	 
	Exhibit D — Form of Escrow Agreement
	 	 	 	 
	 
	 	 	 	 
	Schedule 1.02 — Excluded Assets
	 	 	 	 
	Schedule 5.03 — Capitalization
	 	 	 	 
	Schedule 5.04 — Preferential Rights to Purchase
	 	 	 	 
	Schedule 5.07(a)  — Undisclosed Liabilities — General
	 	 	 	 
	Schedule 5.07(b) — Undisclosed Liabilities — Indebtedness
	 	 	 	 
	Schedule 5.09 — Legal Proceedings
	 	 	 	 
	Schedule 5.12 — Tax Matters
	 	 	 	 
	Schedule 5.13 — Material Contracts
	 	 	 	 
	Schedule 5.15(a) — Employees
	 	 	 	 
	Schedule 5.15(c) — Benefit Plans
	 	 	 	 
	Schedule 5.19 — Insurance
	 	 	 	 
	Schedule 7.08 — Employee Matters
	 	 	 	 
	Schedule 10.02(a)(i) — Certain Purchase Price Adjustments
	 	 	 	 
	Schedule 11.02 — Gas Imbalances
	 	 	 	 





 


(iv)









 





PURCHASE AND SALE AGREEMENT




This Stock Purchase Agreement (this “Agreement”) is made and entered into this 16th
day of June, 2009, by and between Ivanhoe Energy Holdings Inc., a Nevada corporation (the
“Seller”), Ivanhoe Energy Inc., a company organized under the laws of Yukon, Canada (the
“Seller Parent”), Seneca South Midway LLC, a Delaware limited liability company (the
“Purchaser”) and Seneca Resources Corporation, a Pennsylvania corporation (the
“Purchaser Parent”). Purchaser, Purchaser Parent, Seller and Seller Parent are
collectively referred to herein as the “Parties”, and are sometimes referred to
individually as a “Party.”



RECITALS:




A. Seller owns all of the issued and outstanding shares of capital stock of Ivanhoe Energy
(USA) Inc., a Nevada corporation (the “Company”).




B. Seller Parent owns all of the issued and outstanding shares of capital stock of Seller.




C. Purchaser Parent owns all of the issued and outstanding membership interests of Purchaser.



D. Purchaser desires to buy and Seller desires to sell all of the issued and outstanding
capital stock of the Company, including without limitation any shares which may be subsequently
issued as contemplated by Section 5.18(a) (collectively, the “Purchased Shares”) upon the
terms and subject to the conditions set forth in this Agreement.



E. Purchaser and Seller desire to make certain representations, warranties, covenants and
agreements in connection with such purchase and sale of stock provided for in this Agreement and
also to prescribe various conditions to such purchase and sale of stock.



F. Certain capitalized terms not otherwise defined shall have the meaning set forth in
Appendix I to this Agreement, which is incorporated and made a part of this Agreement.



IN CONSIDERATION of the recitals and the mutual covenants and agreements set forth in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:



Article I

Agreement to Sell and Purchase




Section 1.01 Agreement to Sell and Purchase. Subject to and in accordance with the
terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey,
assign, and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all
of the Purchased Shares upon the terms and subject to the conditions set forth in this Agreement,
free and clear of all Liens other than restrictions arising under the Securities Act and other
applicable securities laws.


 


 









 





Section 1.02 Excluded Assets. Notwithstanding anything in this Agreement to the
contrary, it is the intent of the Parties that the Assets of the Company shall not include certain
furniture and office equipment, cash and other assets described on Schedule 1.02 (collectively, the
“Excluded Assets”), which Excluded Assets will be distributed, transferred or otherwise
conveyed to the Seller or its designated Affiliate prior to Closing.



Article II

Purchase Price




Section 2.01 Purchase Price. The total consideration for the purchase, sale and
conveyance of the Purchased Shares to Purchaser is Purchaser’s payment to Seller of the sum of
THIRTY NINE MILLION TWO HUNDRED THOUSAND DOLLARS (US$39,200,000.00) (the “Purchase Price”),
as adjusted in accordance with the provisions of this Agreement. The adjusted Purchase Price, less
the Escrow Fund, shall be paid to Seller (or its designee) at Closing by wire transfer of
immediately available funds to an account designated in writing by Seller.



Section 2.02 Escrow Fund. Concurrently with the execution of this Agreement by the
Parties, Purchaser shall deliver or cause to be delivered to Seller a performance guarantee deposit
in the amount of TWO MILLION DOLLARS (US$ 2,000,000.00) (the “Escrow Fund”). The Escrow
Fund shall be paid or caused to be paid by Purchaser by wire transfer of immediately available
funds to the Escrow Agent (as defined in the Escrow Agreement) and shall be held pursuant to the
terms and condition of this Agreement and the Escrow Agreement attached hereto as Exhibit D
the (“Escrow Agreement”). Effective upon the Closing, the Escrow Fund shall thereafter be
available to satisfy any indemnification obligations of Seller and/or Seller Parent set forth in
this Agreement and shall be distributed to Seller or Purchaser, as applicable, in accordance with
the provisions of the Escrow Agreement.



Section 2.03 Allocated Values. The Purchase Price is allocated among the Assets as
set forth in Exhibit C attached hereto (the “Allocated Values”). Seller and Purchaser agree
that the Allocated Values shall be used to compute any adjustments to the Purchase Price pursuant
to the provisions of Article III and Article IV.



Article III

Title Matters




Section 3.01 Examination Period. Following the execution date of this Agreement until
5:00 p.m., local time in Houston, Texas on the date which is thirty (30) days after the execution
of this Agreement, or in the event such date is not a Business Day, on the Business Day immediately
following such date (the “Examination Period”), Seller shall, and shall cause the Company
to permit Purchaser and/or its representatives to examine, at all reasonable times, in Seller’s and
the Company’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 or the Company, subject to such restrictions on disclosure as may exist under
confidentiality agreements or other agreements binding on Seller or the Company or such data.


 


-2-









 





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 the Company in such Asset that, subject to and except for the Permitted Encumbrances (as defined
in Section 3.02(d):




	 	(a)	 	entitles the Company to receive not less than the percentage
set forth in Exhibit B as the Company’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 or unit, except for carried
interests, production payments, reversionary interest or other changes in
interest in time as specifically set forth in Exhibit B;







	 	(b)	 	obligates the Company to bear not greater than the percentage
set forth in Exhibit B as the Company’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 or unit, except for carried interests, production
payments, reversionary interest or other changes in interest in time as
specifically set forth in Exhibit B; and

	 
	 	(c)	 	is free and clear of all Liens.







	 	(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:







	 	(i)	 	the Leases and Contracts;







	 	(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 the Company has agreed to assume
or pay pursuant to the terms hereof, or (2) for which the Company is
responsible for paying or releasing at the Closing;







	 	(iii)	 	any liens for taxes and assessments not yet
delinquent or, if delinquent, that are being contested in good faith in
the Ordinary Course of Business and for which the Company has agreed to
pay pursuant to the terms hereof or which have been prorated pursuant
to the terms hereof;





 


-3-









 











	 	(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 the Company its interest in the Assets;







	 	(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;







	 	(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 the Company or over which the Company 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 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 such matters do not
operate to reduce the Net Revenue Interests of the Company below those
set forth in Exhibit B or increase the Working Interests of the Company
above those set forth in Exhibit B 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;





 


-4-









 











	 	(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)	 	production sales contracts; division orders;
contracts for sale, purchase, exchange, refining or processing of
Hydrocarbons; unitization and pooling designations, declarations,
orders and agreements; operating agreements; agreements of development;
area of mutual interest agreements; gas balancing or deferred
production agreements; processing agreements; plant agreements;
pipeline, gathering and transportation agreements; injection,
repressuring and recycling agreements; carbon dioxide purchase or sale
agreements; salt water or other disposal agreements; seismic or
geophysical permits or agreements; and any and all other agreements
that have terms that are ordinary and customary to the oil, gas,
sulphur and other mineral exploration, development, processing or
extraction business or in the business of processing of gas and gas
condensate production for the extraction of products therefrom, to the
extent the same do not reduce the Net Revenue Interests of the Company
below those set forth in Exhibit B or increase the Working Interests of
the Company above those set forth in Exhibit B without a corresponding
increase in the Net Revenue Interest;







	 	(xii)	 	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;







	 	(xiii)	 	all defects and irregularities affecting the Assets which
individually or in the aggregate (A) do not operate to (1) reduce the
Net Revenue Interest of the Company, (2) increase the proportionate
share of costs and expenses of leasehold operations attributable to or
to be borne by the Working Interests of the Company, or (3) otherwise
interfere materially with the operation, value or use of the Assets, or
(4) that would not be considered material when applying general
industry standards; 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 the Company, so long as there is a
proportionate increase in the Company’s Net Revenue Interest; and







	 	(xiv)	 	Liens which will be released at or prior to
Closing.





 


-5-









 










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
the Company’s ownership of any Asset (expressly excluding Permitted Encumbrances) that causes the
Company not to have Defensible Title to such Asset; or (b) any default by the Company under a lease,
farmout agreement or other contract or agreement that would (i) have a material adverse affect on
the operation, value or use of such Asset, (ii) prevent the Company from receiving the proceeds of
production attributable to the Company’s interest therein or (iii) result in cancellation of the
Company’s interest therein.




Section 3.04 Notice of Title Defects.




	 	(a)	 	If Purchaser discovers any Title Defect affecting any Asset,
Purchaser 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), (iv) identify the specific Asset or Assets affected by such Title
Defect, and (v) include the value of such Title Defect as determined by
Purchaser. Any matters that may otherwise constitute Title Defects, but of
which Seller has not been specifically notified by Purchaser in accordance with
the foregoing, shall be deemed to have been waived by Purchaser for all
purposes and shall constitute Permitted Encumbrances.







	 	(b)	 	Upon the receipt of such effective notice from Purchaser,
Seller and Purchaser 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) include the affected Asset in the sale and reduce the
Purchase Price by mutually agreed upon value of the Title Defect.
Alternatively, Seller shall have the right, in its discretion, to elect to (x)
have such Title Defect determined in accordance with Section 3.05(c),
or (y) with the prior written consent of the Purchaser (not to be unreasonably
withheld) not take any action with respect to the alleged Title Defect and
indemnify, defend and hold harmless Purchaser pursuant to Section 14.02 from
and against all Damages which Purchaser may incur in connection with same.







	 	(c)	 	The value attributable to each Title Defect (the “Title
Defect Value”) that is asserted by Purchaser 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 B or the Working Interest attributable to any well or
unit is greater than that stated in Exhibit B, then the Title Defect
Value shall take
into account the relative change in the interest from Exhibit B and
the appropriate Allocated Value attributed to such Asset.





 


-6-









 











	 	(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) for which the economic detriment to
Purchaser is unliquidated, the amount of the Title Defect Value shall
be determined by taking into account 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, and the
Title Defect Values placed upon the Title Defect by Purchaser and
Seller.







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







Section 3.05 Remedies for Title Defects.




	 	(a)	 	With respect to each Title Defect that is not cured on or
before the Closing, except as otherwise provided in Section 3.04(b) or this
Section 3.05, the Purchase Price shall be reduced by an amount equal to the
Title Defect Value agreed upon in writing by Purchaser 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 Purchaser and Seller have not
agreed upon the validity of any asserted Title Defect or have not agreed on the
Title Defect Value attributable thereto, either Purchaser or Seller shall have
the right to elect to have the validity of such Title Defect and/or such Title
Defect Value determined by an Independent Expert pursuant to Section 16.03. If
the validity of any asserted Title Defect, or the Title Defect Value
attributable thereto, is not determined before Closing, the Purchase Price
paid at Closing shall not be reduced by virtue of such disputed Title Defect
or Title Defect Value, and upon the final resolution of such dispute the
Title Defect Value, if any, found to be attributable to such Title Defect
shall, subject to this Section, be promptly refunded by Seller to Purchaser.






 


-7-









 










	 	(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 3.08(a))) does not exceed US$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 US$25,000) does not exceed two
and one half per cent (2.5%) 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 US$25,000) does
exceed two and one-half per cent (2.5%) 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 Preferential Rights To Purchase. Seller shall use its reasonable
efforts, but without any obligation to incur any material cost or expense, to comply with all
preferential right to purchase provisions relative to any Asset prior to the Closing. Prior to the
Closing, Seller shall promptly notify Purchaser if any preferential purchase rights are exercised,
waived or if the requisite period has elapsed without said rights having been exercised. If a
Third Party, who has been offered the right to an interest in any Asset pursuant to a preferential
right to purchase, timely elects prior to Closing to purchase such Assets pursuant to such offer,
then the Asset or the part thereof so affected will be eliminated from the Assets, shall become an
Excluded Asset, and the Purchase Price shall be reduced by the Allocated Value of such Asset or the
affected portion thereof, as applicable. Simultaneously with the Closing, Seller shall cause the
Company to transfer such additional Excluded Asset to the Third Party exercising such preferential
right to purchase pursuant to the terms of the agreement creating such preferential right. The
proceeds of any such sale shall be owned by the Seller. Purchaser 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. In the event that the time period to exercise a preferential right
which has been noticed has not expired by Closing and the Third Party holder of the preferential
right has not exercised or waived its right within such period, the affected Asset shall be
included in the sale and the Purchaser shall take the affected Asset subject to such preferential
right to purchase without adjustment to the Purchase Price.



Section 3.07 Consents. Seller shall use all reasonable efforts to obtain all
necessary consents from Third Parties prior to Closing (other than governmental approvals that are
customarily obtained after Closing) and Purchaser shall assist Seller with such efforts. To the
extent such consents are not obtained prior to Closing and would give rise to a claim for damages
as a result of the failure to obtain such consent, then such failure shall constitute a Title
Defect as
to that portion of the Assets affected thereby. In all other cases, such unobtained consents
shall not constitute Title Defects.


 


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Section 3.08 Remedies for Title Benefits.




	 	(a)	 	If either Purchaser or Seller 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(d), Seller shall be entitled to an
upward adjustment to the Purchase Price pursuant to Section 10.02(a)(iii) 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 the Company’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 the
Company’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 Purchaser 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
Purchaser 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 Purchaser at the Closing and, subject to
Section 3.05(d), upon determination of the amount of such adjustment, any
unpaid portion thereof shall be paid by Purchaser to Seller.






Article IV

Environmental Matters





Section 4.01 Environmental Review.




	 	(a)	 	Purchaser shall have the right to conduct or cause a consultant
(“Purchaser’s Environmental Consultant”) to conduct an environmental
review of the Assets prior to the expiration of the Examination Period
(“Purchaser’s Environmental Review”). The cost and expense of
Purchaser’s Environmental Review, if any, shall be borne solely by Purchaser.
The scope of work comprising Purchaser’s Environmental Review shall be limited
to that mutually agreed by Purchaser and Seller prior to commencement thereof
and shall not include any subsurface or





 


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	 	 	 	intrusive test or procedure without the express prior written consent of
Seller. Purchaser shall (and shall cause Purchaser’s Environmental
Consultant to): (i) consult with Seller before conducting any work
comprising Purchaser’s Environmental Review, (ii) perform all such work in a
safe and workmanlike manner and so as to not unreasonably interfere with
Seller’s operations, and (iii) comply with all applicable laws, rules, and
regulations. Seller shall cause the Company, with Purchaser’s cooperation,
to use reasonable efforts to obtain any Third Party consents that are
required in order to allow Purchaser access to the Assets to perform any
work comprising Purchaser’s Environmental Review, and Purchaser shall
consult with Seller prior to requesting each such Third Party consent.
Seller shall have the right to have a representative or representatives
accompany Purchaser and Purchaser’s Environmental Consultant at all times
during Purchaser’s Environmental Review. With respect to any samples taken
in connection with Purchaser’s Environmental Review, Purchaser shall take
split samples, providing one of each such sample, properly labeled and
identified, to Seller. PURCHASER 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) ARISING OUT OF OR RELATING TO
PURCHASER’S ENVIRONMENTAL REVIEW.







	 	(b)	 	Unless otherwise required by applicable law, Purchaser shall
(and shall cause Purchaser’s Environmental Consultant to) treat confidentially
any matters revealed by Purchaser’s Environmental Review and any reports or
data generated from such review (the “Environmental Information”), and
Purchaser shall not (and shall cause Purchaser’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, Purchaser may use the Environmental Information only in
connection with the transactions contemplated by this Agreement. If Purchaser,
Purchaser’s Environmental Consultant, or any Third Party to whom Purchaser has
provided any Environmental Information become legally compelled to disclose any
of the Environmental Information, Purchaser 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,
Purchaser shall deliver the Environmental Information to Seller, which
Environmental Information shall become the sole property of Seller. Purchaser
shall provide copies of the Environmental Information to Seller without charge.





 


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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 material
violation of 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 disclosed, pursuant to
Seller’s electronic data room or otherwise, in writing to Purchaser prior to
the execution of this Agreement.







	 	(b)	 	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 in the most
cost-effective manner reasonably available, consistent with Environmental Laws,
taking into account that non-permanent remedies (such as mechanisms to contain
or stabilize hazardous materials, including monitoring site conditions, natural
attenuation, risk-based corrective action, institutional controls or other
appropriate restrictions on the use of property, caps, dikes, encapsulation,
leachate collection systems, etc.) may be the most cost-effective manner
reasonably available.







	 	(c)	 	Environmental Laws. For purposes of this Agreement, the
term “Environmental Laws” shall mean all laws, statutes, ordinances,
court orders, 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, 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)	 	Governmental Authority. For purposes of this Agreement,
the term “Governmental Authority” shall mean the United States, any
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.





 


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Section 4.03 Notice of Environmental Defects.




	 	(a)	 	If Purchaser discovers any Environmental Defect affecting the
Assets, Purchaser shall notify Seller prior to the expiration of the
Examination Period of such alleged Environmental Defect (an “Environmental
Defect Notice”); provided, however, if Purchaser’s Environmental Review
discovers an environmental condition that Purchaser and Seller mutually and
reasonably agree requires additional investigation that would extend beyond the
then effective Examination Period in order to determine whether or not such
condition is an Environmental Defect, the Examination Period shall be extended
an additional thirty (30) days solely with respect to such identified
environmental condition. To be effective, an Environmental Defect Notice must:
(i) be in writing; (ii) be received by Seller prior to the expiration of the
Examination Period (subject to the extension provided above); (iii) describe
the Environmental Defect in sufficient, specific detail, including, without
limitation, (A) the written conclusion of Purchaser’s Environmental Consultant
that an Environmental Defect exists, which conclusion shall be reasonably
substantiated by the factual data gathered in Purchaser’s Environmental Review,
and (B) a separate specific citation of the provisions of Environmental Laws
alleged to be violated and the related facts that substantiate such violation;
(iv) identify the specific Assets affected by such Environmental Defect,
including, without limitation, a site plan showing the location of all sampling
events, boring logs and other field notes describing the sampling methods
utilized and the field conditions observed, chain-of-custody documentation and
laboratory reports; (v) identify the procedures recommended to correct the
Environmental Defect, together with any related recommendations from
Purchaser’s Environmental Consultant; and (vi) state Purchaser’s estimate of
the Environmental Defect Value, including the basis for such estimate, for
which Purchaser 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 have not been specifically identified by Purchaser pursuant to an
Environmental Defect Notice 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 Purchaser for all purposes and constitute a
Company Obligation (as defined in Section 14.02). Upon the receipt by Seller of
an effective Environmental Defect Notice from Purchaser, Seller and Purchaser
shall attempt to mutually agree on a resolution including, but not limited to,
(i) attempt to cure such Environmental Defect at any time prior to the Closing;
or (ii) include the affected Asset in the sale and reduce the Purchase Price by
mutually agreed upon value of the Environmental Defect. Alternatively, Seller
shall have the right, in its discretion, to elect to (x) exclude the affected
Asset from the sale and reduce the Purchase Price by the Allocated Value of such
affected Asset and have the value determined in accordance with Section
4.04; or (y) with the prior written consent of the Purchaser (not to be
unreasonably withheld) not take any remedial action with respect to the
alleged Environmental Defect, and in the case of either (x) or (y) hereof,
Seller agrees to indemnify, defend and hold harmless the Purchaser pursuant
to Section 14.03 from and against all Damages which Purchaser may incur in
connection with same.





 


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Section 4.04 Remedies for Environmental Defects.




	 	(a)	 	If any Environmental Defect described in an Environmental
Defect 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 and if agreed by the
Parties.







	 	(b)	 	If Purchaser and Seller have not agreed as to the validity of
any asserted Environmental Defect, or if the Purchaser and Seller have not
agreed on the Environmental Defect Value therefor, then on or before three (3)
Business Days prior to the Closing Date, either Party shall have the right to
elect to have 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 as an Excluded Asset
and the Purchase Price paid at Closing shall be reduced by the Allocated Value
of that 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 subtracted from the Allocated Value of the
Asset, and concurrent with the Purchaser’s payment of such reduced amount the
Asset conveyed to the Purchaser, if that is part of the mutually agreed
settlement. Notwithstanding the foregoing, either Purchaser or Seller shall
have the unilateral right to cause an Asset to be an Excluded Asset 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 US$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 US$25,000) does not exceed two and one-half per cent (2.5%)
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 US$25,000) does exceed two and one-half per cent (2.5%) of the
Purchase Price prior to any adjustments thereto, then the Purchase Price
shall only be adjusted by the amount of such excess.





 


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Article V

Representations and Warranties of Seller




Seller hereby represents and warrants to Purchaser that:



Section 5.01 Corporate Organization.




	 	(a)	 	Seller is a corporation, duly organized, validly existing and
in good standing under the laws of the State of Nevada. Seller has full legal
power, right and authority to carry on its business as such is now being
conducted.







	 	(b)	 	The Company is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Nevada, and is qualified to
conduct business and is in good standing in the States of California and Texas,
respectively, and in any other state or jurisdiction where the conduct of the
Company’s business requires such qualification, except where the failure to be
so qualified would not have a Material Adverse Effect. The Company has full
legal power, right and authority to carry on its business as such is now being
conducted.







	 	(c)	 	Seller Parent is a corporation, duly organized, validly
existing and in good standing under the laws of the Yukon, Canada. Seller
Parent has full legal power, right and authority to carry on its business as
such is now being conducted







	 	(d)	 	Seller has delivered to Purchaser copies of the articles of
incorporation and bylaws and any shareholder agreements or other governing
documents of the Company, each as currently in effect.






Section 5.02 Authority and Enforceability. Each of Seller, Seller Parent and the
Company has the corporate power and authority to execute, deliver and perform this Agreement and
all of the agreements contemplated hereby to which it is a party and to consummate the transactions
contemplated hereby and thereby. This Agreement and all of the agreements contemplated hereby to
which the Seller, Seller Parent and/or the Company is a party have been duly and validly
authorized, executed and delivered by the Seller, Seller Parent and/or the Company, and each such
agreement constitutes a legal, valid and binding obligation of the Seller, Seller Parent and/or
Company, enforceable against it in accordance with its terms, except (a) as such enforceability may
be limited by bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting
creditors’ rights generally, and (ii) as such enforceability may be limited by general principles
of equity, regardless of whether asserted in a proceeding in equity or law.


 


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Section 5.03 Capitalization. The authorized, issued and outstanding capital stock of
the Company as of the date hereof is as set out on Schedule 5.03. The Company has no
subsidiaries, and does not own nor have any agreement to acquire any securities (equity or debt) of
any other Person. All of the Purchased Shares have been duly and validly issued and are fully paid
and non-assessable. No options, warrants or other rights to purchase stock or other securities of
the Company, and no securities or obligations convertible into or exchangeable for stock or other
securities of the Company, have been authorized or agreed to be issued or are outstanding. Seller
has good and valid legal and beneficial title to all of the Purchased Shares, and at and as of
Closing such Purchaser Shares will be free and clear of all Liens other than restrictions on
transfer imposed by applicable state and federal securities laws. Seller has and at the Closing
Date will have the exclusive right to dispose of all of the Purchased Shares as provided in this
Agreement and, upon delivery and payment for all of the Purchased Shares as herein provided, Seller
will convey good and valid title thereto.



Section 5.04 No Violation. Neither the execution and delivery of this Agreement or
any other agreement or document to which the Seller or the Company is or will become a party as
contemplated by this Agreement, the consummation of the transactions contemplated herein or therein
nor compliance by the Seller or the Company with any provisions hereof or thereof will (a) conflict
with or result (with or without notice, lapse of time or both) in a breach of any of the terms,
conditions or provisions of the articles of incorporation or bylaws, shareholder agreements or
other governing documents of Seller or the Company, (b) conflict with or result in a breach or a
default (or give rise to any right of termination, cancellation, acceleration, modification or
other right) under any Material Contract of the Company, except for (i) any preferential purchase
rights as set forth on Schedule 5.04, and (ii) any other conflict, breach or default which
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, (c) violate any Laws applicable to the Seller or the Company or any of their respective
properties or assets, except as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, or (d) result in the creation or imposition of any Lien upon
any of the Purchased Shares.



Section 5.05 Financial Statements. Seller has delivered to Purchaser: (a) the
unaudited balance sheet of the Company as at December 31 in each of the years 2007 and 2008, and
the related unaudited statements of operations and accumulated deficit and statements of cash flows
for each of the fiscal years then ended, and (b) an unaudited balance sheet of the Company as at
March 31, 2009 (the “Interim Balance Sheet”) and the related unaudited statement of operations and
accumulated deficit for the three (3) months then ended. Such financial statements present fairly,
in all material respects, the financial condition and the results of operations, and cash flows of
the Company as at the respective dates of and for the periods referred to in such financial
statements, all in accordance with GAAP, consistently applied.



Section 5.06 Books and Records. The books of account, minute books, stock record
books, and other records of the Company, all of which have been made available to Purchaser, are
complete and correct in all material respects and have been maintained in accordance with
reasonable and customary business practices. The minute books of the Company contain accurate and
complete records of all meetings held of, and corporate action taken by, the shareholders, the
boards of directors of the Company, and committees of the boards of directors of the Company, and
no meeting of any such shareholders, board of directors, or committee has
been held for which minutes have not been prepared and are not contained in such minute books.
At the Closing, all of those books and records will be in the possession of the Company.


 


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Section 5.07 No Undisclosed Liabilities.




	 	(a)	 	Except as set forth in Schedule 5.07(a) hereof or as
reflected or reserved against in the Balance Sheet or the Interim Balance
Sheet, the Company has no liabilities or obligations of any nature whether
known or unknown and whether absolute, accrued, contingent, or otherwise,
except for liabilities or obligations which are not required by GAAP to be
disclosed in the financial statements of the Company or current liabilities
incurred in the Ordinary Course of Business since the respective dates thereof.







	 	(b)	 	Except as disclosed in Schedule 5.07(b), the Company has no
Liability for any Indebtedness which will not be discharged by the Company,
Seller or Seller Parent prior to Closing.






Section 5.08 Brokers. Except with respect to the fees payable to the Seller’s advisor
Tristone Capital LLC, whose fees and expenses shall be the sole obligation of and paid by the
Seller, no agent, broker, Person or firm engaged by the Seller, the Company or any of their
respective Affiliates is, or will be, entitled to any commission or brokers’ or finders’ fees from
the Seller, the Company or any of their respective Affiliates in connection with any of the
transactions contemplated by this Agreement, and in no event shall Purchaser have any obligation or
liability with respect to any such fees or commissions (contingent or otherwise).



Section 5.09 Legal Proceedings. Except as set forth on Schedule 5.09, there
is no suit, action, claim, demand, investigation or inquiry by any Person and no legal,
administrative or arbitration pending or, to Seller’s Knowledge, threatened against the Company or
the Assets



Section 5.10 No Bankruptcy; Solvency. There are no bankruptcy, reorganization or
arrangement proceedings pending or, to the Knowledge of Seller, threatened against Seller or the
Company. Seller (i) is not entering into this Agreement with the intent to hinder, delay or
defraud creditors, (ii) is solvent, (iii) will not become insolvent as a result of the consummation
of the transactions contemplated by this Agreement, and (iv) is capable of paying its debts as they
mature.



Section 5.11 Royalties. All rentals, royalties and other payments due under the
Subject Interests described in Exhibit A (i) which are operated by the Company have been paid, and
(ii) which are operated by a Third Party, to Seller’s Knowledge have been paid, except in the case
of each of clause (i) or (ii) above for those amounts in suspense.


 


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Section 5.12 Taxes.




	 	(a)	 	The Company has duly filed on a timely basis with the
appropriate Governmental Authority all Tax Returns required to be filed for
taxable periods ending on or before the Closing. All such Tax Returns are
true, correct and complete in all material respects, and all Taxes shown as due
on such Tax Returns have been paid. The Company has paid, or made
provision for the payment of, all Taxes that have or may have become due
pursuant to those Tax Returns or otherwise, or pursuant to any assessment
received by Seller or the Company, except such Taxes, if any, as are listed
in Schedule 5.12 hereof and are being contested in good faith and as
to which adequate reserves (determined in accordance with GAAP) have been
provided in the Balance Sheet and the Interim Balance Sheet.







	 	(b)	 	All Taxes that the Company is or was required by Law to
withhold or collect have been duly withheld or collected and, to the extent
required, have been paid to the proper Governmental Authority or other Person.







	 	(c)	 	All ad valorem, property, production, severance, excise and
similar taxes and assessments based on or measured by the ownership of the
Assets or the production of Hydrocarbons or the receipt of proceeds therefrom
that have become due and payable by the Company have been paid in all material
respects.







	 	(d)	 	The Company has made available to the Purchaser complete and
correct copies of all Tax Returns that have been filed as of the date hereof
(except Tax Returns for periods in respect of which the applicable statutory
period of limitations has expired) and copies of all material correspondence
with taxing authorities.







	 	(e)	 	No currently unresolved assessments, reassessments, audits,
claims, actions, suits, proceedings or investigations exist or have been
initiated with regard to any Taxes or Tax Returns of the Company. No
assessment, reassessment, audit or investigation by any Governmental Authority
is pending or, to the Knowledge of the Seller, threatened or imminent with
respect to Taxes for which the Company may be liable, in whole or part.







	 	(f)	 	Except as provided on Schedule 5.12, the Company has
not requested or entered into any agreement or other arrangement or executed
any waiver providing for any extension of time within which (i) to file any Tax
Return in respect of any Taxes for which the Company is or may be liable; (ii)
to file any elections, designations or similar filings relating to Taxes for
which the Company is or may be liable; (iii) the Company is required to pay or
remit any Taxes or amounts on account of Taxes; or (iv) any Governmental
Authority may assess or collect Taxes for which the Company is or may be
liable.







	 	(g)	 	There are no Liens for Taxes on the Assets of the Company,
other than the Permitted Encumbrances.







	 	(h)	 	The Company is not party to, bound by or obligated under any
tax sharing agreement, tax indemnification agreement or similar contract or
arrangement. The Company is not, nor within the 5-year period preceding the
Closing Date has been, an “S” corporation.





 


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	 	(i)	 	Except for the group of which the Company is presently a
member, the Company has never been a member of an affiliated group of
corporations, within the meaning of Section 1504 of the Code.







	 	(j)	 	The Company has not made or will not make a consent dividend
election under Section 565 of the Code. The Company has not agreed to make nor
is it required to make any adjustment under Section 481(a) of the Code by
reason of a change in accounting method or otherwise.







	 	(k)	 	No Taxes have been incurred by the Company for the period since
the date of the Balance Sheet and Interim Balance Sheet other than in the
Ordinary Course of Business.







	 	(l)	 	The Seller is not a person other than a United States person
within the meaning of the Code. The transaction contemplated herein is not
subject to the withholding provisions of Sections 1442, 1445 or 3406 of the
Code. The Company does not have and has not had a permanent establishment in
any foreign country, as defined in any applicable tax treaty or convention
between the United States and such foreign country.







	 	(m)	 	The Company is not a party to any agreement, contract,
arrangement, or plan that has resulted or would result, separately or in the
aggregate, in the payment of any “excess parachute payments” within the meaning
of Section 280G of the Code.







	 	(n)	 	Except as set forth on Schedule 5.12 and/or in joint operating
agreements entered into in the Ordinary Course of Business, the Company is not
a party to any joint venture, partnership, or other arrangement or contract
that could be treated as a partnership for federal income tax purposes.






Section 5.13 Material Contracts. Schedule 5.13 sets forth each Material
Contract to which the Company is a party or by which the Assets are otherwise bound. Each Material
Contact is currently in full force and effect and neither the Company nor, to the Knowledge of the
Seller, any other party to any such Material Contract is in material breach or material default of,
or with the lapse of time or the giving of notice, would be in material breach or material default
of any of its respective obligations thereunder.



Section 5.14 Hedging. As of the Closing, the Company will not be a party to any
natural gas or other futures or options trading agreement or any price swaps, hedges, futures or
similar instruments which will affect the Company or Assets after the Closing Date.




Section 5.15 Employment and Employee Benefit Matters.




	 	(a)	 	Seller has provided Purchaser with complete and accurate list
of all employees of the Company, their respective positions, dates of hire with
the Company, current salaries and a description of other benefits. Except as
disclosed on Schedule 5.15(a), the Company is not a party to any
written agreements with past or present employees, agents or independent
contractors.





 


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	 	(b)	 	The Company is not a party to, nor to the Knowledge of Seller
is any employee of the Company covered by a collective bargaining agreement
with any labor union.







	 	(c)	 	Except as set forth on Schedule 5.15(c), the Company
has never sponsored, maintained or contributed to any “employee benefit plan,”
within the meaning of Section 3(3) of ERISA, that is a “multiemployer plan,”
within the meaning of Section 3(37) of ERISA, that is covered by Title IV of
ERISA or that is subject to the minimum funding requirements of Section 3.02 of
ERISA. With respect to any “employee benefit plan,” within the meaning of
Section 3(3) of ERISA, that is sponsored, maintained, or contributed to, or has
been sponsored, maintained, or contributed to within six (6) years prior to the
Closing Date, by the Company or any ERISA Affiliate, (i) no withdrawal
liability, within the meaning of Section 4201 of ERISA, has been incurred,
which withdrawal liability has not been satisfied, (ii) no liability to the
Pension Benefit Guaranty Corporation has been incurred by any such entity,
which liability has not been satisfied, (iii) no accumulated funding
deficiency, whether or not waived, within the meaning of Section 302 of ERISA
or Section 412 of the Code has been incurred, (iv) all contributions (including
installments) to such plan required by Section 302 of ERISA and Section 412 of
the Code have been timely made, and (v) no condition exists or event or
transaction or inaction has occurred with respect to any such plan which could
result in the Company incurring any material liability, fine or penalty.







	 	(d)	 	No reportable event (as defined in ERISA Section 4043 and in
regulations issued thereunder) has occurred with respect to any “employee
benefit plan” within the meaning of Section 3(3) of ERISA.







	 	(e)	 	To the Knowledge of Seller, no facts or circumstances have
occurred that may give rise to any liability of the Seller or the Company to
the Pension Benefit Guaranty Corporation under Title IV of ERISA.







Section 5.16 Title.




	 	(a)	 	The Company has good and valid title to the Personal Property
included as part of the Assets, free and clear of any and all Liens other than
Permitted Encumbrances.







	 	(b)	 	With respect to the Subject Interests, Seller expressly
disclaims any warranty of any kind, express, implied or statutory, except,
provided Closing occurs, Seller warrants and will defend the Company’s interest
in and to the Subject Interest as set forth on Exhibit A against all persons
claiming the Subject Interests or any part thereof by, through or under the
Company, but not otherwise.





 


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Section 5.17 Compliance and Laws and Permits. The Company and the Assets have been
and currently are owned and operated in material compliance with the provisions and requirements of
all applicable Laws affecting the Assets or the ownership or operation of any thereof. All Permits
necessary for the ownership and operation of the Assets have been obtained and maintained in
effect, and no material violations exist in respect of such Permits.



Section 5.18 Absence of Certain Changes. Since the Effective Time and, except for the
transfer of the Excluded Assets to Seller or its designee as contemplated by Section 1.02 and
actions taken based on the obligations of the Seller set forth in Section 7.08, the Company and the
Assets have been operated only in the Ordinary Course of Business of the Company, and there has not
been any:




	 	(a)	 	change in the Company’s authorized or issued capital stock
(except in connection with the elimination of any intercompany obligations
and/or receivables as contemplated by Section 7.01(c)); grant of any stock
option or right to purchase shares of capital stock of the Company; issuance of
any security convertible into such capital stock; grant of any registration
rights; purchase, redemption, retirement, or other acquisition by the Company
of any shares of any such capital stock; or declaration or payment of any
dividend or other distribution or payment in respect of shares of capital stock







	 	(b)	 	amendment to the articles of incorporation, bylaws or other
organizational documents of the Company;







	 	(c)	 	payment or increase by the Company of any bonuses, salaries, or
other compensation to any shareholder, director, officer, or (except in the
Ordinary Course of Business) employee or entry into any employment, severance,
or similar Contracts with any director, officer, or employee;







	 	(d)	 	adoption of, or increase in the payments to or benefits under,
any profit sharing, bonus, deferred compensation, savings, insurance, pension,
retirement, or other employee benefit plan for or with any employees of the
Company;







	 	(e)	 	damage to or destruction or loss of any Asset or property of
the Company, whether or not covered by insurance, except as would not have a
Material Adverse Effect;







	 	(f)	 	entry into, termination of, or receipt of notice of termination
of any Material Contract;







	 	(g)	 	sale, lease, or other disposition of any material Asset or
property of the Company or mortgage, pledge, or imposition of any Lien or other
encumbrance on any material Asset or property of the Company, except in the
Ordinary Course of Business;





 


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	 	(h)	 	cancellation or waiver of any claims or rights with a value to
the Company in excess of $100,000;







	 	(i)	 	material change in the accounting methods used by the Company;
or







	 	(j)	 	agreement, whether oral or written, by the Company to do any of
the foregoing.






Section 5.19 Insurance. Schedule 5.19 lists all policies of insurance
maintained by the Seller and/or Seller Parent with respect to the Company and its Assets. Except
as described on Schedule 5.19, no claim currently exists under any such policy of insurance
with respect to the Company or its Assets and no insurer has denied any such claim.



Section 5.20 Intellectual Property. The Company owns, or otherwise has the right to
use all of its Intellectual Property necessary for the operation of its business as presently
conducted. There is no claim pending or, to the Knowledge of Seller, threatened against the
Company alleging that its use of any Intellectual Property infringes upon the rights of any Person
and, to the Knowledge of Seller, no Person is infringing upon the rights of the Company in its
Intellectual Property.



Section 5.21 Certain Payments. Since January 1, 2003, neither the Company nor any
director, officer, agent, or employee of the Company, or any other Person associated with or acting
for or on behalf of the Company, has directly or indirectly, in violation of applicable Law, (a)
made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment
to any Person, private or public, regardless of form, whether in money, property, or services (i)
to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for
business secured, or (iii) to obtain special concessions or for special concessions already
obtained, for or in respect of the Company or any Affiliate of the Company, or (b) established or
maintained any fund or asset for the same that has not been recorded in the books and records of
the Company.



Article VI

Representations and Warranties of Purchaser





Purchaser hereby represents and warrants to Seller that:



Section 6.01 Existence. Purchaser is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Delaware. Purchaser has full legal power,
right and authority to carry on its business as such is now being conducted. Purchaser Parent is a
corporation, duly organized, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania. Purchaser Parent has full legal power, right and authority to carry
on its business as such is now being conducted.


 


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Section 6.02 Authority and Enforceability. Purchaser and Purchaser Parent have the
corporate power and authority to execute, deliver and perform this Agreement and all of the
agreements contemplated hereby to which it is a party and to consummate the transactions
contemplated hereby and thereby. This Agreement and all of the agreements contemplated hereby to
which the Purchaser or Purchaser Parent is a party have been duly and validly authorized, executed
and delivered by the Purchaser and Purchaser Parent, and each such agreement constitutes a legal,
valid and binding obligation of the Purchaser and Purchaser Parent, enforceable against it in
accordance with its terms, except (a) as such enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally, and
(ii) as such enforceability may be limited by general principles of equity, regardless of whether
asserted in a proceeding in equity or law.



Section 6.03 No Violation. Neither the execution and delivery of this Agreement or
any other agreement or document to which the Purchaser is or will become a party as contemplated by
this Agreement, the consummation of the transactions contemplated herein or therein nor compliance
by the Purchaser with any provisions hereof or thereof will (a) conflict with or result (with or
without notice, lapse of time or both) in a breach of any of the terms, conditions or provisions of
the articles of incorporation or by-laws of Purchaser, (b) conflict with or result in a breach or a
default (or give rise to any right of termination, cancellation, acceleration, modification or
other right) under any material contract or agreement of the Purchaser, except which would not
reasonably be expected to have, individually or in the aggregate, a material adverse effect on
Purchaser’s ability to consummate the transactions contemplated by this Agreement, (c) violate any
Laws applicable to the Purchaser or any of its properties or assets, except as would not reasonably
be expected to have, individually or in the aggregate, a material adverse effect on Purchaser’s
ability to consummate the transactions contemplated by this Agreement. No consent or approval by,
or any notification or filing with, any Governmental Authority or any other Person is required in
connection with the execution, delivery or performance by the Purchaser of this Agreement or any
other agreement or document to which the Purchaser is or will be a party, other than any such
consents, approvals, notifications or filing that are customarily sought, obtained, given or made
after the consummation of the transactions contemplated herein.



Section 6.04 Brokers. No broker or finder has acted for or on behalf of Purchaser or
any Affiliate of Purchaser 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
Purchaser or any Affiliate of Purchaser for which Seller has or will have any liabilities or
obligations (contingent or otherwise).



Section 6.05 No Bankruptcy; Solvency. There are no bankruptcy, reorganization or
arrangement proceedings pending or, to the Knowledge of Purchaser, threatened against Purchaser.
Purchaser (i) is not entering into this Agreement with the intent to hinder, delay or defraud
creditors, (ii) is solvent, (iii) will not become insolvent as a result of the transactions
contemplated by this Agreement, and (iv) is capable of paying its debts as they mature.



Section 6.06 Legal Proceedings. There is no suit, action, claim, investigation or
inquiry by any Person and no legal, administrative or arbitration proceeding pending or, to
Purchaser’s Knowledge, threatened against the Purchaser that will materially and adversely affect
Purchaser’s ability to consummate the transactions contemplated by this Agreement.


 


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Section 6.07 Investment. Purchaser acknowledges that it is an experienced and
Knowledgeable investor in the oil and gas business, and the business of purchasing, owning,
developing and operating oil and gas properties such as the Assets. If Closing occurs, Purchaser
represents and acknowledges that it has had full access to the Assets, the officers, and employees
of Seller and the Company, and to the books, records and files of Seller and the Company relating
to the Purchased Shares and the Assets. In making the decision to enter into this Agreement and to
consummate the transactions contemplated hereby, Purchaser has relied solely upon (a) its own
independent due diligence investigation of the Company, the Purchased Shares and the Assets and (b)
the express representations and warranties made by Seller and the Company in this Agreement, and
has been advised by and has relied solely on its own expertise and its own legal, tax, insurance,
operations, environmental, reservoir engineering and other professional counsel and advisors
concerning this transaction, the Purchased Shares, the Assets and the value thereof.



Section 6.08 Securities Laws. Purchaser is acquiring the Purchased Shares for its own
account and not with a view to, or for offer of resale in connection with, a distribution thereof,
within the meaning of the Securities Act, and any other rules, regulations, and laws pertaining to
the distribution of securities.



Section 6.09 Funds. Purchaser has arranged to have available by the Closing Date, and
will have available at the Closing Date, sufficient funds to enable Purchaser to pay in full the
Purchase Price as herein provided and otherwise to perform its obligations under this Agreement.



Article VII

Operation of the Assets; Covenants of the Parties





Section 7.01 Operations Pending Closing.




	 	(a)	 	Seller agrees, from and after the execution date hereof until
Closing, except as expressly contemplated by this Agreement, as expressly
consented to in writing by Purchaser, or in situations wherein emergency action
is taken in the face of risk to life, property or the environment, to:







	 	(i)	 	operate the Company and the Assets in the
Ordinary Course of Business;







	 	(ii)	 	maintain the books of account and records
relating to the Company and the Assets in the Ordinary Course of
Business;







	 	(iii)	 	not enter into a Material Contract, or
materially amend or change the terms of any such Material Contract that
would involve individual commitments of more than US$50,000 or
aggregate commitments of more than US$250,000;







	 	(iv)	 	not plug or abandon any well included as part
of the Assets without Purchaser’s prior written consent;





 


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	 	(v)	 	not transfer, sell, mortgage, pledge or dispose
of any material portion of the Assets other than the sale and/or
disposal of Hydrocarbons in the Ordinary Course of Business and sales
of equipment that is no longer necessary in the operation of the Assets
or for which replacement equipment has been obtained;







	 	(vi)	 	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, other than oil and
gas leases which may expire by their respective terms which will not be
renewed or extended by the Company without prior consent of the
Purchaser;







	 	(vii)	 	submit to Purchaser for prior written
approval, all requests for operating or capital expenditures relating
to the Assets that involve individual commitments of more than
US$50,000, unless otherwise contemplated by the Company’s capital
expenditure budget previously provided to the Purchaser; and







	 	(viii)	 	obtain Purchaser’s written approval prior to voting under any
operating, joint venture, partnership or similar agreement.







	 	(b)	 	Purchaser agrees and understands that Seller shall have the
right to cause the Company to make dividends or distributions of the Excluded
Assets directly or indirectly to Seller at any time prior to the Closing. Such
right shall not include the right to declare dividends or distributions prior
to the Closing that are payable after the Closing. No action taken in
accordance with this Section 7.01(b) shall be considered as a violation
of any other provision of this Agreement.







	 	(c)	 	Prior to or on the Closing Date, all intercompany obligations
or receivables between the Company and the Seller or any Affiliate of Seller
shall be fully satisfied and Seller shall cause the Company and the Assets to
be released from any guaranty or Lien relating to any indebtedness of Seller or
its Affiliates. Except with respect to charges incurred by Seller or its
Affiliates on behalf of the Company to a Third Party and which are allocated
specifically to one of the Assets, there shall be no Purchase Price Adjustment
in connection with the compliance by Seller of its obligations set forth in
this Section 7.01(c).







Section 7.02 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 as
a reasonably prudent operator, and shall carry on its business with respect
to the Assets in substantially the same manner as before execution of this
Agreement.





 


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	 	(b)	 	Purchaser acknowledges that Seller owns undivided interests in
some or all of the Assets, and Purchaser agrees that the acts or omissions of
the other working interest owners shall not constitute a violation of the
provisions of this Article VII, 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
VII. To the extent that Seller is not the operator of any of the Assets, the
obligations of Seller in this Article VII shall be construed to require that
Seller use reasonable efforts (without being obligated to incur any expense or
institute any cause of action) to cause the operator of such Assets to take
such actions or render such performance within the constraints of the
applicable operating agreements and other applicable agreements.






Section 7.03 Operation of the Assets After the Closing. It is expressly understood
and agreed that none of Seller or its Affiliates (other than the Company) shall be obligated to
continue operating any of the Assets following the Closing and Purchaser hereby assumes full
responsibility for operating (or causing the operation of) all Assets following the Closing.




Section 7.04 Casualty Loss.




	 	(a)	 	Purchaser 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 execution 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, but subject to Section 7.04(c).







	 	(c)	 	Notwithstanding Section 7.04(a), in the event of any loss
described in Section 7.04(b), at the Closing, Seller shall pay to Purchaser all
sums paid to Seller by Third Parties by reason of the destruction or taking of
such Assets (up to the Allocated Value thereof), including any sums paid
pursuant to any policy or agreement of insurance or indemnity, and shall
assign, transfer and set over unto Purchaser 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 (up to the
Allocated Value thereof). Notwithstanding anything to the contrary in this
Section 7.04, Seller shall not be obligated to carry or maintain, and shall
have no obligation or liability to Purchaser for its failure to carry or
maintain, any insurance coverage with respect to any of the Assets.





 


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Section 7.05 Access and Investigation. Promptly following execution of this
Agreement, Seller shall provide Purchaser with a list of Company’s personnel initially to be
contacted with respect to the transactions contemplated by this Agreement, together with all
relevant contact information. At such time, Seller shall also provide Purchaser with a list of
operator contacts for all of the Subject Interests that are not operated by Company, together with
all relevant contact information. Between the date of this Agreement and the Closing Date, subject
to the provisions of Section 4.01, Seller will, and will cause the Company and its
representatives to, (a) afford Purchaser and its representatives (collectively, “Purchaser’s
Advisors”) reasonable access, during normal business hours, to the Company’s personnel, properties,
contracts, books and records, and other documents and data, (b) furnish Purchaser and Purchaser’s
Advisors with copies of all such contracts, books and records, and other existing documents and
data as Purchaser may reasonably request, and (c) furnish Purchaser and Purchaser’s Advisors with
such additional financial, operating, and other data and information as Purchaser may reasonably
request. Notwithstanding the foregoing, neither Seller nor the Company shall be required to
provide to the Purchaser or its representatives (i) any information the disclosure of which is
prohibited by applicable law, rule or regulation, (ii) any information the disclosure of which
requires the consent or approval of a Third Party if such consent or approval has not yet been
obtained (provided that the Seller will notify the Purchaser that it is in possession of responsive
information, but that the requisite consent or approval has not yet been obtained), or (iii) any
employee files or information contained therein which is not otherwise contemplated by Section
5.15(a).



Section 7.06 Notification. Between the execution date of this Agreement and the
Closing Date, each Party will promptly notify the other Parties in writing if such Party becomes
aware of (i) any fact or condition that causes or constitutes a breach of any Party’s
representations and warranties as of the date of this Agreement, (ii) any Casualty Loss or other
event having a Material Adverse Effect, or (iii) if such Party becomes aware of the occurrence
after the execution date of this Agreement of any fact or condition that would (except as expressly
contemplated by this Agreement) cause or constitute a breach of any representation or warranty had
such representation or warranty been made as of the time of occurrence or discovery of such fact or
condition.



Section 7.07 Release of Existing Indebtedness. At or prior to Closing, the Seller
shall use commercially reasonable efforts to cause the Company and the Assets to be released from
any and all Liens and/or obligations with respect to Indebtedness of the Company, the Seller and/or
its Affiliates, including without limitation Indebtedness payable to the Bank of America under a
credit agreement dated October 30, 2006, as amended.


 


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Section 7.08 Employee Matters. Prior to Closing, Seller shall cause the Company to
transfer all employees of the Company to the Seller with positions of employment with Seller (or
any of Seller’s Affiliates) and on terms and conditions no less favorable than the terms and
conditions of such transferred employee’s employment with the Company. Seller acknowledges and
agrees that subsequent to Closing, Purchaser or Purchaser Parent may, but shall not be obligated
to, offer employment to any of the transferred employees listed on Schedule 7.08. Seller shall be
responsible for, and Seller further acknowledges and agrees that neither the Company nor Purchaser
shall have liability for, any severance or other similar obligation to such employees arising out
of the transfer and/or termination of such employees as contemplated hereby (including without
limitation any failure to provide notices or termination and penalty pay as required by applicable
Law); provided, however, that the Purchaser shall reimburse the Seller for all accrued and unpaid
wages (including accrued but unused vacation) actually earned by such transferred and/or terminated
employees from the Effective Time through the Closing Date (“Earned Wages”), with all such
amounts being included in the Accounting Statement as an adjustment item in accordance with Article
XI. Earned Wages shall not include any penalty payments nor shall it include wages (including
vacation pay) earned prior to the Effective Time.



Article VIII

Seller’s Conditions to Close




The obligations of Seller to consummate the transactions provided for herein are subject, at
the option of Seller, to the fulfillment on or prior to the Closing Date of each of the following
conditions:



Section 8.01 Representations. The representations and warranties of Purchaser
contained herein that are qualified by materiality shall be true and correct in all respects at and
as of Closing as though such representations and warranties were made at such time, and the
representations and warranties of Purchaser contained herein that are not so qualified by
materiality shall be true and correct in all material respects at and as of Closing as though such
representations and warranties were made at such time.



Section 8.02 Performance. Purchaser shall have performed all obligations, covenants
and agreements contained in this Agreement to be performed or complied with by it in all material
respects 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 Purchase Price. Purchaser shall have delivered to Seller the Purchase
Price, as the same may be adjusted hereunder, in accordance with the provisions of Article II.



Section 8.05 Execution and Delivery of the Closing Documents. Purchaser shall have
executed, acknowledged and delivered, as appropriate, to Seller all closing documents described in
Section 10.05.


 


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Article IX

Purchaser’s Conditions to Close




The obligations of Purchaser to consummate the transaction provided for herein are subject, at
the option of Purchaser, to the fulfillment on or prior to the Closing Date of each of the
following conditions:



Section 9.01 Representations. The representations and warranties of Seller and the
Company contained herein that are qualified by materiality shall be true and correct in all
respects at and as of Closing as though such representations and warranties were made at such time,
and the representations and warranties of Seller and the Company contained herein that are not so
qualified by materiality shall be true and correct in all material respects at and as of Closing as
though such representations and warranties were made at such time.



Section 9.02 Performance. Seller shall have performed all obligations, covenants and
agreements contained in this Agreement to be performed or complied with by it in all material
respects at or prior to the Closing.



Section 9.03 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 9.04 Release of Existing Indebtedness. The Company and the Assets shall be
released from any and all Liens and/or obligations with respect to Indebtedness of the Company, the
Seller and/or its Affiliates, including without limitation Indebtedness payable to the Bank of
America under a credit agreement dated October 30, 2006, as amended.



Section 9.05 Execution and Delivery of the Closing Documents. Seller shall have
executed, acknowledged and delivered, as appropriate, to Purchaser all closing documents described
in Section 10.04.



Article X

The Closing




Section 10.01 Time and Place of the Closing. If the conditions referred to in
Articles VIII and IX of this Agreement have been satisfied or waived in writing, the transactions
contemplated by this Agreement (the “Closing”) shall take place at the offices of Locke
Lord Bissell & Liddell LLP, whose address is 600 Travis, Suite 3400, Houston, Texas 77002, on the
date which is five (5) Business Days following the date on which the Examination Period has expired
(including any extensions thereof as provided in this Agreement or as otherwise mutually agreed in
writing by the Parties), or at such other time and place mutually agreed in writing by the Parties
(the “Closing Date”).


 


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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)	 	the amount of all costs, expenses and charges relating to the Assets, or
the ownership, use or operation of the Assets, which are paid by Seller or its
Affiliates (other than the Company) and are attributable to the period of time from
and after the Effective Time, as such amounts are described on Schedule
10.02(a)(i);

	 
	 	(ii)	 	the adjustment amount, if any, due Seller as determined pursuant to
Section 11.02 with respect to gas imbalances;







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







	 	(iv)	 	an estimate of any and all transfer, sales,
gross receipts, compensating use or similar taxes, or assessments
resulting from the transaction;







	 	(v)	 	any Excess Net Working Capital as of the
Effective Time; and

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







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







	 	(i)	 	the Allocated Value of any Subject Interest
sold prior to the Closing to the holder of a preferential right
pursuant to Section 3.06;







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

	 
	 	(iii)	 	the Escrow Fund;







	 	(iv)	 	the adjustment amount, if any, due Purchaser as
determined pursuant to Section 11.02 with respect to gas imbalances.







	 	(v)	 	any Deficit Net Working Capital as of the
Effective Time; and







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







	 	(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 (3) Business Days prior to the
Closing Date, Seller shall prepare and deliver to Purchaser a statement of the estimated Purchase
Price Adjustments taking into account the principles set forth in Section 10.02 (the “Statement”).
At the Closing, Purchaser shall pay the Purchase Price, as adjusted by the estimated Purchase
Price Adjustments reflected on the Statement.


 


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Section 10.04 Actions of Seller at the Closing.




At the Closing, Seller shall:




	 	(a)	 	deliver to Purchaser certificates representing the Purchased
Shares, which certificates shall be duly endorsed to Purchaser or accompanied
by duly executed stock powers in a form satisfactory to Purchaser;







	 	(b)	 	deliver to Purchaser resignations of the board of directors and
officers of the Company;







	 	(c)	 	execute and deliver a certificate by a senior officer of Seller
certifying with respect to the matters set forth in Sections 9.01 and 9.02; and







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







Section 10.05 Actions of Purchaser at the Closing.




At the Closing, Purchaser shall:




	 	(a)	 	deliver to Seller the Purchase Price (as adjusted pursuant to
the provisions hereof and net of the Escrow Fund) by wire transfer of
immediately available funds to an account designated in writing by Seller;







	 	(b)	 	execute and deliver a certificate by a senior officer of
Purchaser certifying with respect to the matters set forth in Sections 8.01 and
8.02; and







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






Article XI

Post Closing Obligations





Section 11.01 Allocation of Expense and Revenues.




	 	(a)	 	Provided that the Closing occurs, appropriate adjustments shall
be made between Purchaser and Seller so that (i) Purchaser 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
applicable production, severance, and similar taxes, and net of all
costs and expenses that are incurred in the ownership or operation of the
Assets from and after the Effective Time, 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 applicable production, severance, and similar
taxes, and net of all costs and expenses that are incurred in the ownership
or operation of the Assets prior to the Effective Time.





 


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	 	(b)	 	In addition to the foregoing, the Seller will be paid (i) the
amount as of the Effective Time of all prepaid ad valorem, property or similar
taxes and assessments based upon or measured by ownership of the Assets and any
prepaid costs, including rentals and insurance premiums, insofar as such
prepaid costs relate to periods of time after the Effective Time, and (ii) 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, the Purchaser will be paid (i) an
amount equal to all unpaid ad valorem, property, production, severance and
similar taxes and assessments based upon or measured by the ownership of the
Assets that are attributable to periods of time prior to the Effective Time,
which amounts shall, to the extent not actually assessed, be computed based on
such taxes and assessments for the preceding tax year (such amount to be
prorated for the period of Seller’s and Purchaser’s ownership before and after
the Effective Time), and (ii) an amount equal to all cash in, or attributable
to, suspense accounts relative to the Assets for which Purchaser has assumed
responsibility under Section 14.02.







	 	(d)	 	All amounts due under this Section 11.01 will be settled in
accordance with final Accounting Statement under Section 11.03, and shall take
into account any amounts reflected in Net Working Capital of the Company as of
the Effective Time so as to avoid any duplication or double recovery by the
Parties.






Section 11.02 Gas Imbalances. Purchaser and Seller agree that the net gas imbalance
attributable to the Subject Interests as of the Effective Time is believed to be that which is set
forth on Schedule 11.02 (the “Agreed Imbalance”), notwithstanding that the actual imbalance
may be less or greater. Purchaser and Seller shall verify the actual net gas imbalance in the
post-closing accounting and any imbalance shall be accounted for between the Parties at the price
of US$3.56 per MCF but only as to those volumes which exceed or are less than the Agreed Imbalance.
Such settlement shall be final and neither Party thereafter shall make claim upon the other
concerning the gas imbalances of the Subject Interests. PURCHASER SHALL BE ENTITLED TO AND ASSUMES
ALL RIGHTS AND LIABILITIES RELATING TO
GAS IMBALANCES DISCOVERED AFTER THE POST-CLOSING SETTLEMENT INCLUDING ANY REVENUE ADJUSTMENT
CAUSED BY SUCH SUBSEQUENTLY DISCOVERED IMBALANCE AND AGREES TO DEFEND AND INDEMNIFY SELLER FROM AND
AGAINST ANY CLAIM, BY ANYONE OTHER THAN SELLER OR ITS AFFILIATES, ARISING OUT OF SUCH GAS
IMBALANCES REGARDLESS OF SELLER’S NEGLIGENCE OR FAULT (INCLUDING STRICT LIABILITY).


 


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Section 11.03 Final Accounting Statement.




	 	(a)	 	On or before ninety (90) days after the Closing Date, Seller
shall prepare and deliver to Purchaser a post-closing statement setting forth a
detailed calculation of all post-Closing adjustments applicable to the period
of time between the Effective Time and Closing (“Accounting
Statement”). The Accounting Statement shall include any adjustment or
payment which was not fully and finally determined as of the Closing Date and
the allocation of revenues and expenses as determined in accordance with
Section 11.01. To the extent reasonably required by Seller, Purchaser shall
assist in the preparation of the Accounting Statement and Purchaser shall
provide Seller such data and information as Seller may reasonably request
supporting the amounts reflected on the Accounting Statement. The Accounting
Statement shall become final and binding upon the Parties on the thirtieth
(30th) day following receipt thereof by Purchaser (the “Final Settlement
Date”) unless Purchaser 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 (5) Business Days after the Final Settlement Date,
Seller shall pay to Purchaser or Purchaser shall pay to Seller, as applicable,
in immediately available funds the net amount due. For purposes of this
Agreement, the term “Final Statement” shall mean (i) the revised
Statement becoming final pursuant to this Section, or (ii) upon resolution of
any Dispute regarding a Notice of Disagreement, the revised Statement
reflecting such resolutions, which the Parties shall issue, or cause the
Independent Expert or arbitrators to issue, as applicable, following such
resolution.






Section 11.04 Further Cooperation. Seller shall make the Records available to be
picked up by Purchaser at the offices of Seller promptly following 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. Furthermore, 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 Purchaser and to accomplish the orderly transfer of the Assets to Purchaser 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.


 


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Article XII

Tax Matters




Section 12.01 Transfer Taxes. All sales, use or other taxes (other than taxes on
gross income, net income or gross receipts) and duties, levies, recording fees or other
governmental charges incurred by or imposed with respect to the property transfers undertaken
pursuant to this Agreement, and the filing of any Tax Returns related thereto, shall be the
responsibility of, and shall be paid by, Purchaser. To the extent Seller joins in the execution of
any such Tax Returns, Seller shall be given a reasonable opportunity to review and approve of such
Tax return prior to the filing thereof.



Section 12.02 Ad Valorem and Similar Taxes. Ad valorem, property, severance and
similar taxes and assessments based upon or measured by the value of the Assets shall be divided or
prorated between Seller and Purchaser as of the Effective Time. Seller shall retain responsibility
for such taxes attributable to the period of time prior to the Effective Time and Purchaser shall
assume responsibility for the period of time from and after the Effective Time.



Section 12.03 Tax Returns. The Purchaser shall cause the Company to duly and timely
make or prepare all Tax Returns required to be made or prepared by it and to duly and timely file
all Tax Returns required to be filed by it for any period which ends on or before the Closing Date
and for which Tax Returns have not been filed as of such date; provided, however, that Seller shall
make or prepare on behalf of the Company, and Purchaser shall then cause the Company to so file,
those Tax Returns set forth on Schedule 5.12. Purchaser shall not amend or file any Tax Return (or
take any other action which may give rise to a liability for Seller) for any Tax period prior to
the Closing Date without the consent and approval of Seller.



Section 12.04 Tax Cooperation. The Purchaser and the Seller agree to furnish or cause
to be furnished to each other, upon request, as promptly as practicable, such information and
assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns and
making of any election related to Taxes, the preparation for any audit by any Governmental
Authority, and the prosecution or defense of any claim or action relating to any Tax Return. The
Purchaser and the Seller shall cooperate with each other in the conduct of any audit or other
proceeding related to Taxes involving the Company and each shall execute and deliver such powers of
attorney and other documents as are necessary to carry out the intent of this Section 12.04. In
addition, the Purchaser and the Seller agree to maintain or arrange for the maintenance of all
records necessary to comply with this Section 12.04 for a period of six years from the Closing Date
(or such longer period as may be reasonably requested in writing by the Purchaser or the Seller)
and each Party agrees to afford the other reasonable access to such records during normal business
hours.


 


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Section 12.05 Tax Assessments.




	 	(a)	 	If, at any time, the Company receives from a Governmental
Authority an assessment, a reassessment or any other notice in writing relating
to an amount to which the representations and warranties relating to Taxes in
this Agreement may relate and which in turn could give rise to a claim against
the Seller under this Agreement (an “Assessment”), the Purchaser shall
cause the Company to deliver to the Seller as soon as practicable, but in any
event within thirty (30) days of receiving the Assessment, a copy of the
Assessment, together with a statement setting out, to the extent possible based
on the information provided in the Assessment, the obligations of the Seller,
on the assumption that the Assessment is valid and binding. If at any time the
Seller or Seller Parent receives from a Governmental Authority an Assessment,
Seller or Seller Parent shall deliver to the Purchaser as soon as practicable,
but in any event within thirty (30) days of receiving the Assessment, a copy of
the Assessment, together with a statement setting out, to the extent possible
based on the information provided in the Assessment, the obligations of the
Seller, on the assumption that the Assessment is valid and binding.







	 	(b)	 	The Seller shall have the right, at its own expense and
employing counsel of its own choice, to contest any Assessment. In such event,
the Seller shall keep the Purchaser reasonably informed of the progress of such
contest and the Purchaser shall have the right to retain its own counsel but
the fees and expenses of such counsel shall be at the expense of the Purchaser.
Except with the consent of the Purchaser, the Seller shall not take any action
or agree to any settlement with respect to any Assessment which would result in
an increase in the liability of the Company or the Purchaser for any
post-Closing Tax period.







	 	(c)	 	The Purchaser undertakes to inform and to cause the Company to
inform the Seller of any audit inquiries received with respect to the
representations and warranties relating to Taxes in this Agreement which could
give rise to a claim against the Seller under this Agreement and to provide the
Seller with the sole right to make representations on behalf of the Company
prior to an Assessment which relates to such representations and warranties.







	 	(d)	 	All tax-sharing agreements or similar agreements with respect
to or involving the Company shall be terminated prior to the Closing Date, and,
after the Closing Date, the Company shall not be bound thereby or have any
liability thereunder for amounts due in respect of periods prior to the Closing
Date.







	 	(e)	 	After the date hereof, neither Seller nor Seller Parent will
make any election with respect to Taxes which would have a material effect on
the Tax liability of the Company without the written consent of Purchaser (such
consent not to be unreasonably withheld).





 


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	 	(f)	 	Seller and Purchaser shall (i) each provide the other, and
Purchaser shall cause the Company to provide Seller, with such assistance as
may reasonably be requested by any of them in connection with the preparation
of any Tax Return, audit, or other examination by any taxing authority or
judicial or administrative proceedings relating to liability for Taxes, (ii)
each retain and provide the other, and Purchaser shall cause the Company to
retain and provide Seller with, any records or other information that may be
relevant to such Tax Return, audit or examination, proceeding, or
determination, and (iii) each provide the other with any final determination of
any such audit or examination, proceeding, or determination that affects any
amount required to be shown on any Tax Return of the other for any period.
Without limiting the generality of the foregoing, Purchaser shall retain, and
shall cause the Company to retain, and Seller shall retain, until the
applicable statutes of limitations (including any extensions) have expired,
copies of all Tax Returns, supporting work schedules, and other records or
information that may be relevant to such returns for all tax periods or
portions thereof ending before or including the Closing Date and shall not
destroy or otherwise dispose of any such records without first providing the
other Party with a reasonable opportunity to review and copy the same.







	 	(g)	 	Seller shall exercise at its expense complete control over the
handling, disposition, and settlement of any governmental inquiry, examination,
or proceeding that could result in a determination with respect to Taxes due or
payable by Purchaser or the Company for which Seller may be liable or against
which Seller may be required to indemnify Purchaser or the Company pursuant
hereto. Seller shall, however, promptly notify the Company if, in connection
with any such inquiry, examination, or proceeding, any Governmental Authority
proposes in writing to make any Assessment or adjustment with respect to Tax
items of the Company, which Assessments or adjustments could affect the Company
following the Closing Date, and shall consult with the Company with respect to
any such proposed Assessment or adjustment. Purchaser shall notify Seller in
writing promptly upon learning of any such inquiry, examination, or proceeding.
Purchaser shall cooperate with Seller, as Seller may reasonably request, in any
such inquiry, examination, or proceeding. Neither Seller nor Purchaser shall
make any amendments or adjustments to any Tax Returns for any Tax period prior
to the Closing Date or any other Tax Return which may affect the Tax liability
of the Company or Tax indemnification of Seller under this Agreement without
the prior approval of the other Party (such approval not to be unreasonably
withheld).





 


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Article XIII

Termination





Section 13.01 Right of Termination. This Agreement may be terminated:




	 	(a)	 	at any time at or prior to the Closing by mutual written
consent of the Parties;







	 	(b)	 	by Seller on the Closing Date if the conditions set forth in
Article VIII have not been satisfied in all material respects by Purchaser or
waived by Seller in writing by the Closing Date;







	 	(c)	 	by Purchaser on the Closing Date if the conditions set forth in
Article IX have not been satisfied in all material respects by Seller or waived
by Purchaser in writing by the Closing Date;







	 	(d)	 	by Seller or Purchaser if the Closing shall not have occurred
on or before August 31, 2009;







	 	(e)	 	by either Seller or Purchaser 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;







	 	(f)	 	by either Seller or Purchaser if (i) the aggregate amount of
the Purchase Price Adjustments agreed by the Seller and Purchaser 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 Seller and Purchaser), plus (ii) the aggregate
amount of the Environmental Defect Values agreed by the Seller and Purchaser or
otherwise finally determined pursuant to this Agreement with respect to all
Environmental Defects, plus (iii) the aggregate amount of all casualty losses
not covered by insurance (including any deductions or self-insured retentions)
exceeds twenty percent (20%) percent of the unadjusted Purchase Price; or








	 	(g)	 	as otherwise expressly provided herein;







provided, however, that neither Seller nor Purchaser shall have the right to terminate this
Agreement pursuant to clause (b), (c), or (d) above if such Party is at such time in material
breach of any provision of this Agreement.




Section 13.02 Effect of Termination. In the event that the Closing does not occur as
a result of Seller or Purchaser exercising its right to terminate pursuant to Section 13.01, then
except as set forth in Section 13.03, this Agreement shall be null and void and no Party shall have
any further rights or obligations under this Agreement, except that nothing herein shall relieve
any Party from any liability for any breach hereof or any liability that has accrued prior to the
date of such termination.


 


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Section 13.03 Termination Damages.




	 	(a)	 	If all conditions precedent to the obligations of Purchaser set
forth in Article VIII have been met and the transactions contemplated by this
Agreement are not consummated on or before the Closing Date because of (i) the
failure of Purchaser to perform any of its obligations hereunder in any
material respect or (ii) any representation or warranty of Purchaser contained
herein that are qualified by materiality are not true and correct in all
respects and/or if such representation or warranty is not qualified by
materiality is not true and correct in all material respects, then Seller shall
have the option to terminate this Agreement, in which case Seller shall have
the right to receive the Escrow Fund as liquidated damages, which remedy shall
be the sole and exclusive remedy available to Seller for Purchaser’s failure to
perform or breach. Purchaser and Seller acknowledge and agree that (i)
Seller’s actual damages upon the event of such a termination are difficult to
ascertain with any certainty, (ii) that the Escrow Fund is a reasonable
estimate of such actual damages and (iii) such liquidated damages do not
constitute a penalty.







	 	(b)	 	If this Agreement is terminated by the mutual written agreement
of Purchaser and Seller, or if the Closing does not occur on or before the
Closing Date, for any reason other than as set forth in this Section 13.03,
then Seller shall direct that the Escrow Fund be returned to Purchaser in
immediately available funds within three (3) Business Days after such
termination. Purchaser and Seller shall thereupon have the rights and
obligations set forth elsewhere herein.






Article XIV

Obligations and Indemnification




Section 14.01 Purchaser’s Indemnification. Provided that the Closing occurs, and
subject to Seller’s and Seller Parent’s indemnification obligations set forth in Section
14.02 and Section 14.03, Purchaser shall release, defend, indemnify and hold harmless
Seller Parent, Seller and their respective officers, directors, employees, agents, partners,
representatives, members, shareholders, affiliates, subsidiaries, successors and assigns
(collectively, the “Seller Indemnitees”) from and against any and all Damages as a result of,
arising out of, or related to (i) any breach or inaccuracy of the representations and warranties of
the Purchaser set forth in this Agreement, (ii) any breach or failure to perform or satisfy any of
the covenants or obligations of the Purchaser set forth in this Agreement, and (iii) the Company
Obligations, in any such event REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT,
COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES.


 


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Section 14.02 Seller’s Indemnification — Representations, Warranties and Covenants and
Third Party Non-Environmental Claims. Provided that the Closing occurs, Seller and Seller
Parent, jointly and severally, shall release, defend, indemnify and hold harmless Purchaser, its
partners, and their respective officers, directors, employees, agents, representatives,
members, shareholders, affiliates and subsidiaries (collectively, the “Purchaser Indemnitees”) from
and against any and all Third Party non-environmental claims relating to Seller’s ownership of the
Purchased Shares or the Company’s ownership of the Assets prior to the Effective Time or any
Damages as a result of, arising out of, or related to (i) any breach or inaccuracy of the
representations and warranties of the Seller set forth in this Agreement, (ii) any breach or
failure to perform or satisfy any of the covenants or obligations of the Seller set forth in this
Agreement, and (iii) the Specified Obligations, excluding Third Party environmental claims which
shall be covered by Section 14.03 and all taking into account any amounts reflected in Net
Working Capital of the Company as of the Effective Time so as to avoid any duplication or double
recovery by the Purchaser, in any such event REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE
SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE PURCHASER
INDEMNITEES. Notwithstanding the foregoing, the indemnification obligations of Seller and Seller
Parent under this Section 14.02:




	 	(a)	 	shall only apply if Purchaser has provided Seller and Seller
Parent with written notice of a good faith claim for indemnification within one
(1) year of the Closing, except for Damages arising out of any breach or
inaccuracy of the representations and warranties of the Seller set forth in
Sections 5.12 and 5.15 and the obligations of the Seller and Seller Parent in
Article XII which shall survive until the expiration of the applicable statute
of limitations; and







	 	(b)	 	shall be limited to amounts in the aggregate in excess of two
and one-half percent (2.5%) of the Purchase Price (the “Basket Amount”)
up to a maximum aggregate liability of thirty percent (30%) of the Purchase
Price, except that Damages arising out of any breach of the representations and
warranties set forth in Sections 5.01, 5.02, 5.03, 5.07(b), 5.08, 5.12 and 5.15
and the obligations of the Seller and Seller Parent in Section 7.08 and Article
XII shall not be subject to the Basket Amount and in which event the maximum
aggregate liability of Seller and Parent with respect to all such claims shall
not exceed the Purchase Price.






Section 14.03 Seller’s Indemnification — Third Party Environmental Claims. Provided
that the Closing occurs, Seller and Seller Parent, jointly and severally, shall release, defend,
indemnify and hold harmless the Purchaser Indemnitees from and against any and all Third Party
claims alleging violations of Environmental Laws (“Environmental Claims”) relating to the
Company’s ownership or operation of the Assets prior to the Effective Time, REGARDLESS OF WHETHER
CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT
LIABILITY OF ANY OF THE PURCHASER INDEMNITEES; provided, however, that Seller’s indemnification
obligation under this Section 14.03:




	 	(a)	 	shall only apply if Purchaser has provided Seller and Seller
Parent with written notice of a good faith claim for indemnification within one
(1) year of the Closing, and





 


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	 	(b)	 	shall be limited to amounts in the aggregate in excess of two
and one-half percent (2.5%) of the Purchase Price up to a maximum aggregate
liability of thirty percent (30%) of the Purchase Price.






Notwithstanding anything in this Agreement to the contrary, neither Seller nor Seller Parent
shall have any indemnification obligations to the Purchaser hereunder with respect to Third Party
Environmental Claims relating to Company’s ownership or operation of the Assets prior to the
Effective Time if such matters (i) have been taken into account pursuant to the review and
adjustment procedures described in Article IV of this Agreement, or (ii) have otherwise been
disclosed to the Purchaser in writing prior to Closing.


ARTICLE IV AND THIS SECTION 14.03 SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER FOR ANY
DAMAGES ARISING OR INCURRED BY PURCHASER UNDER ENVIRONMENTAL LAWS. PURCHASER, FOR ITSELF AND ITS
AFFILIATES, HEREBY EXPRESSLY, WAIVES, RELEASES, DISCLAIMS AND NEGATES ANY AND ALL RIGHTS OR CAUSES
OF ACTION IT MIGHT OTHERWISE HAVE AGAINST SELLER, SELLER PARENT OR ITS AFFILIATES UNDER STATUTORY
OR COMMON LAW, WHETHER ARISING IN TORT, CONTRACT, EQUITY, BY STATUTE, OR OTHERWISE, ARISING OUT OF
OR IN CONNECTION WITH ENVIRONMENTAL LAWS OR WITH RESPECT TO ANY MATERIALS, SUBSTANCES, WASTES OR
ACTIVITIES REGULATED THEREUNDER.




Section 14.04 Notices and Defense of Indemnified Matters. Each Party shall promptly
notify the other Parties of any matter of which it becomes aware and for which it is entitled to
indemnification from the other Parties under this Agreement. The indemnifying Parties shall be
obligated to defend, at such indemnifying Party’s sole expense, any litigation or other
administrative or adversarial proceeding against the indemnified Parties relating to any matter for
which such indemnifying Party has agreed to indemnify and hold the indemnified Parties harmless
under this Agreement. However, the indemnified Parties shall have the right to participate with the
indemnifying Parties in the defense of any such matter at its own expense.


 


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Article XV

Limitations on Representations and Warranties




Section 15.01 Disclaimers of Representations and Warranties. The express
representations and warranties of Seller and Purchaser 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 IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT SELLER HAS
NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND PURCHASER 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 PURCHASER BY OR ON BEHALF OF SELLER, AND (c) THE ENVIRONMENTAL CONDITION
OF THE ASSETS. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER IN THIS AGREEMENT, SELLER EXPRESSLY
DISCLAIMS AND NEGATES, AND PURCHASER 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 PURCHASER AND SELLER
THAT THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS
SHALL BE CONVEYED TO PURCHASER, AND PURCHASER SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS
AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND PURCHASER REPRESENTS TO SELLER THAT
PURCHASER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY,
EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS PURCHASER DEEMS APPROPRIATE. SELLER AND PURCHASER
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 Survival. The representations, warranties, covenants and obligations of
Purchaser under this Agreement shall survive the Closing indefinitely. The representations,
warranties, covenants and obligations of Seller under this Agreement shall survive the Closing for
a period of one (1) year from the Closing, except that the representations and warranties of Seller
under Sections 5.12 and 5.15 and the obligations of the Seller and Seller Parent set forth in
Article XII shall survive in accordance with the applicable statutes of limitations.



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”, but
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.


 


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Section 16.02 Senior Management. If a Dispute occurs that the senior representatives
of the Parties responsible for the transactions 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 Purchaser 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 Independent Expert.




	 	(a)	 	Each of Purchaser and Seller shall have the right to submit
Disputes regarding title issues, environmental issues, or calculation of the
Accounting 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 such 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
Purchaser and Seller 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 all 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. In no event shall the
Independent Expert have any authority to award any punitive, indirect or
consequential damages.







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







	 	(d)	 	Any arbitration hearing held pursuant to Section 16.03 shall be
held in Houston, Texas.





 


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Section 16.04 Limitation on Arbitration. ALL OTHER DISAGREEMENTS, DIFFERENCES, OR
DISPUTES ARISING BETWEEN SELLER AND PURCHASER UNDER OR PURSUANT TO THIS AGREEMENT (AND NOT COVERED
BY SECTION 16.03) SHALL NOT BE SUBJECT TO ARBITRATION BUT SHALL BE DETERMINED BY A COURT OF
COMPETENT JURISDICTION, UNLESS THE PARTIES OTHERWISE MUTUALLY AGREE.



Article XVII

Miscellaneous




Section 17.01 Consequential Damages. Notwithstanding anything to the contrary in this
Agreement, in no event shall any Party be entitled to receive any punitive, indirect or
consequential damages in connection with the transactions contemplated by this Agreement, unless
same are a part of a Third Party claim for which a Party is seeking indemnification hereunder,
REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT
NEGLIGENCE OR STRICT LIABILITY OF THE OTHER PARTY.



Section 17.02 Names. As soon as reasonably possible after the Closing, but in no
event later than thirty (30) days after the Closing, Purchaser 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. For further
certainty, Purchaser must remove the word “Ivanhoe” from the Company’s name.



Section 17.03 Expenses. Each Party shall be solely responsible for all expenses,
including due diligence expenses, incurred by it in connection with this transaction, and no Party
shall be entitled to any reimbursement for such expenses from any other Party.



Section 17.04 Document Retention. As used in this Section 17.04, the term “Documents”
shall mean all files, documents, books, records and other data delivered to Purchaser by Seller
pursuant to the provisions of this Agreement (other than those that Seller has retained either the
original or a copy of), 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. Purchaser shall retain and
preserve the Documents for a period of no less than four (4) years following the Closing Date (or
for such longer period as may be required by law or governmental regulation), and shall allow
Seller or its representatives to inspect the Documents at reasonable times and upon reasonable
notice during regular business hours during such time period. Seller shall have the right during
such period to make copies of the Documents at its expense.



Section 17.05 Entire Agreement. This Agreement, the documents to be executed
hereunder, the exhibits attached hereto and the Confidentiality Agreement constitute the entire
agreement between the Parties pertaining to the subject matter hereof and supersede all prior
agreements, understandings, negotiations and discussions, whether oral or written, of the Parties
pertaining to the subject matter hereof. 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.


 


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Section 17.06 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 17.07 Publicity. No Party will issue any public announcement or press release
concerning this transaction without the written consent of the other Parties (except as required by
Law or applicable stock exchange rules or regulations, and in such case with prior written
agreement between the Parties on the wording of the announcement or press release, such consent not
to be unreasonably withheld, conditioned or delayed).




Section 17.08 Certain Rules of Construction and Interpretation.




	 	(a)	 	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.







	 	(b)	 	Time is of the essence in and of this Agreement.








	 	(c)	 	Unless otherwise specified, time periods within or following
which any payment is to be made or act is to be done shall be calculated by
excluding the day on which the period commences and including the day on which
the period ends. Where the last day of any such time period is not a Business
Day, such time period shall be extended to the next Business Day following the
day on which it would otherwise end.







	 	(d)	 	Whenever any action to be taken or payment to be made pursuant
to this Agreement would otherwise be required to be made on a day that is not a
Business Day, such action shall be taken or such payment shall be made on the
first Business Day following such day.







	 	(e)	 	Unless otherwise specified, all references to amounts of money
in this Agreement refer to the lawful currency of the United States of America.







	 	(f)	 	Including — Where the word “including” or “includes” is used in
this Agreement, it means “including without limitation” or “includes without
limitation”.







	 	(g)	 	The use of words in the singular or plural, or referring to a
particular gender, shall not limit the scope or exclude the application of any
provision of this Agreement to such persons or circumstances as the context
otherwise permits.





 


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	 	(h)	 	Any reference to a statute shall mean the statute in force as
at the date of this Agreement (together with all regulations promulgated
thereunder), as the same may be amended, re-enacted, consolidated or replaced
from time to time, and any successor statute thereto, unless otherwise
expressly provided.







	 	(i)	 	Any reference to an action taken by a Person in the ordinary
course means that such action is consistent with past practices of such Person
and is taken in the ordinary course of the normal operations of such Person.






Section 17.09 No Third Party Beneficiaries. Except as provided in Sections 14.03,
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. No Party may assign or delegate any of its rights or duties
hereunder without the prior written consent of the other Parties 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, all other documents delivered pursuant
hereto and the legal relations between the Parties shall be governed by and construed in accordance
with the laws of the State of Texas, 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
exclusive jurisdiction and venue of the courts of the State of Texas located in Harris, County,
Texas, or if such courts do not have proper jurisdiction to the United States District Court for
the Southern District of Texas, Houston Division, and the appellate courts from any thereof, and
hereby consent and agree that any action or proceeding in connection with this Agreement may be
brought in such courts. Each Party hereby waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court or that such action or proceeding
was brought in any inconvenient forum and agrees not to plead or claim the same.



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, or overnight courier to the addresses of
Seller and Purchaser set forth below. Any such notice shall be effective only upon receipt.



	 	 	 
	Seller:

	 	Ivanhoe Energy Holdings Inc.

Suite 654, 999 Canada Place

Vancouver, Canada V6C 3E1

Attention: Corporate Secretary






 


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	Seller Parent:

	 	Ivanhoe Energy Inc.

Suite 654, 999 Canada Place

Vancouver, Canada V6C 3E1

Attention: Corporate Secretary
	 
	 	 
	Purchaser:

	 	Seneca South Midway, LLC

1201 Louisiana Street, Suite 400

Houston, Texas 77002

Attn: Land Manager
	 
	 	 
	Purchaser Parent:

	 	Seneca Resources Corporation

1201 Louisiana Street, Suite 400

Houston, Texas 77002

Attn: Land Manager





Any Party may, by written notice so delivered to the other Parties, 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
terms 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 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 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. This Agreement may be executed and delivered by
exchange of facsimile or PDF copies showing the signatures of the Parties, and those facsimile or
PDF copies showing the signatures of the Parties will constitute originally signed copies of the
same agreement requiring no further execution.


 


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





	 	 	 	 	 
	 	 	SELLER:
	 
	 	 	 	 
	 	 	IVANHOE ENERGY HOLDINGS INC.
	 
	 	 	 	 
	 

	 	By:
	 	 “W. Gordon Lancaster”
	 

	 	 	 	 
	 

	 	 	 	Name: W. Gordon Lancaster
	 

	 	 	 	Title:    President
	 
	 	 	 	 
	 	 	SELLER PARENT:
	 
	 	 	 	 
	 	 	IVANHOE ENERGY INC.
	 
	 	 	 	 
	 

	 	By:
	 	 “W. Gordon Lancaster”
	 

	 	 	 	 
	 

	 	 	 	Name: W. Gordon Lancaster
	 

	 	 	 	Title:   Chief Financial Officer
	 
	 	 	 	 
	 	 	PURCHASER:
	 
	 	 	 	 
	 	 	SENECA SOUTH MIDWAY, LLC
	 
	 	 	 	 
	 

	 	By:
	 	 “Matthew D. Cabell”
	 

	 	 	 	 
	 

	 	 	 	Name: Matthew D. Cabell
	 

	 	 	 	Title:    President
	 
	 	 	 	 
	 	 	PURCHASER PARENT:
	 
	 	 	 	 
	 	 	SENECA RESOURCES CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	 “Matthew D. Cabell”
	 

	 	 	 	 
	 

	 	 	 	Name: Matthew D. Cabell
	 

	 	 	 	Title:    President







 














 





APPENDIX I




DEFINITIONS





“Accounting Statement” shall have the meaning set forth in Section 11.03.



“Affiliate” means, with respect to any Person, each other Person that directly or indirectly
(through one or more intermediaries or otherwise) controls, is controlled by, or is under common
control with such Person. For purposes of this definition, the term “control,” including the
correlative terms “controlling,” “controlled by” and “under common control with,” shall mean the
possession, direct or indirect, of the power to direct or cause the direction of the management of
an entity, whether through ownership of voting securities, by contract or otherwise.




“Agreed Imbalance” has the meaning set forth in Section 11.02.



“Agreement” means this Purchase and Sale Agreement, as amended, supplemented or modified from
time to time.



“Allocated Values” means the allocation of values for the Assets of the Company shown on
Exhibit C.




“Assessment” shall have the meaning set forth in Section 12.05(a).




“Assets” shall mean all of the Company’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”) and any 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 Hydrocarbons (as
defined in Subsection (d) below) production after the Effective Time (as
hereinafter defined) attributable to the Subject Interests or any such pool or
unit allocated to any such Subject Interest;







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





 


 









 











	 	(d)	 	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”), byproducts or
waste produced therefrom or attributable thereto, including, without
limitation, all wells 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, 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)	 	all contracts, agreements and other arrangements 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”);







	 	(f)	 	all books, records, files, muniments of title, reports and
similar documents and materials, including, without limitation, minute books,
corporate, tax, legal, financial and other books and records of the Company
(but excluding employee files), and all lease records, well records, 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, correspondence, that relate to the foregoing
interests in the possession of, and maintained by, Seller (collectively, the
“Records”); and







	 	(g)	 	all geological and geophysical data relating to the Subject
Interests, other than such data that is interpretive in nature or which cannot
be transferred without the consent of or payment to any Third Party.







Notwithstanding the foregoing, the Assets shall not include any of the Excluded Assets.




“Balance Sheet” has the meaning set forth in Section 5.05.




“Business Days” means all calendar days excluding Saturdays, Sundays and U.S. legal holidays.



“Closing” means the closing and consummation of the transactions contemplated by this
Agreement.



“Closing Date” has the meaning set forth in Section 10.01.


 


 









 






“Code” means the Internal Revenue Code of 1986, as amended.




“Company” has the meaning set forth in the Recitals to this Agreement.



“Company Obligations” means all duties, obligations and liabilities of every kind and
character with respect to the Company, the Assets or the ownership or operation thereof, 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) Gas Imbalances, (c) suspense accounts, (d) ad valorem,
property, severance and other similar taxes or assessments based upon or measured by the ownership
of the Assets or the production therefrom, (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, (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, and (h) any other
duty, obligation, event, condition or liability assumed by Purchaser under the terms of this
Agreement



“Confidentiality Agreement” means that certain Confidentiality Agreement dated April 16, 2009,
between Ivanhoe Energy Inc. and Seneca Resources Corporation.




“Contracts” has the meaning set forth in the definition of Assets.



“Damages” shall mean 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 costs and attorneys’ fees).



“Deficit Net Working Capital” means the amount by which Net Working Capital of the Company as
of the Effective Time, is less than $1,178,000.




“Defensible Title” shall have the meaning set forth in Section 3.02.




“Dispute” has the meaning set forth in Section 16.01.




“Easements” has the meaning set forth in the definition of Assets.




“Effective Time” means 7:00 a.m., Houston, Texas time, on January 1, 2009.




“Environmental Defect” has the meaning set forth in Section 4.02(a).




“Environmental Defect Notice” has the meaning set forth in Section 4.03(a).



“Environmental Defect Value” has the meaning set forth in Section 4.02(b).


 


 









 






“Environmental Information” has the meaning set forth in Section 4.01(b).




“Environmental Laws” has the meaning set forth in Section 4.02(c).




“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



“ERISA Affiliate” means any entity, trade or business that is a member of a group described in
Section 414(b),(c), (m) or (o) of the Code or Section 4001(b)(l) of ERISA that includes the
Company, or that is a member of the same “controlled group” as the Company pursuant to section
4001(a)(14) of ERISA; provided, however, that the Company shall not be considered to be an ERISA
Affiliate of the Seller or its Affiliates from and after the Closing Date.




“Escrow Fund” shall have the meaning set forth in Section 2.02.




“Examination Period” has the meaning set forth in Section 3.01.



“Excess Net Working Capital” means the amount by which Net Working Capital of the Company as
of the Effective Time, is greater than $1,178,000.




“Excluded Assets” has the meaning set forth in Section 1.02.




“Final Settlement Date” has the meaning set forth in Section 11.03(a).




“Final Statement” has the meaning set forth in Section 11.03(b).



“GAAP” means U.S. generally accepted accounting principles, as recognized by the U.S.
Financial Accounting Standards Board (or any generally recognized successor).




“Governmental Authority” has the meaning set forth in Section 4.02(d).




“Hydrocarbons” has the meaning set forth in the definition of Assets.



“Indebtedness” means obligations (a) for borrowed money, (b) evidenced by notes, indentures or
similar instruments, (c) under capital leases, (d) for the deferred purchase price for property or
other assets, or (e) in the nature of guarantees of obligations described in clauses (a), (b), (c)
or (d) above.




“Independent Expert” has the meaning set forth in Section 16.03.



“Intellectual Property” means trade names, trademarks and service marks, patents, patent
rights and copyrights, whether domestic or foreign, (as well as applications, registrations or
certificates for any of the foregoing), inventions, trade secrets, proprietary processes and
formulae, software and other property rights generally considered to be intellectual property.




“Interim Balance Sheet” has the meaning set forth in Section 5.05.



“Knowledge” means (i) with respect to the Seller, to the actual knowledge (without
investigation) of Chuck Dobie, Gordon Lancaster or Ed Vieth, and (ii) with respect to the
Purchaser, to the actual knowledge (without investigation) of Matt Cabell, Cindy Wilkinson or
Don Smith.


 


 









 






“Leases” has the meaning set forth in the definition of Assets.



“Law” means all applicable laws, common law, statutes, regulations, by-laws, rules, decrees,
orders, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or
other requirements of any Governmental Authority.



“Liability” means any and all liabilities and obligations of any nature whether known or
unknown and whether absolute, accrued, contingent or otherwise.



“Lien” means any lien, mortgage, security interest, pledge, deposit, restriction, burden,
encumbrance, or lease or other arrangement substantially equivalent thereto, but does not include
any production payment obligation.



“Material Adverse Effect” means a change or effect that is materially adverse to (A) the
business, assets, liabilities, financial condition, or results of operations of the Company or the
Assets, taken as a whole, but shall not include any changes or effects (w) relating to or resulting
from general economic, political or market conditions, (x) resulting from changes in Law, (y)
resulting from the execution or announcement of this Agreement or compliance with the terms hereof,
or (z) generally affecting the industries in which the Company operates, or (B) the ability to
consummate the transactions contemplated hereby.



“Material Contract” means any written or oral agreement, contract, commitment, or
understanding (collectively, a “Company Contract”) to which the Company is a party or to which the
Assets may be subject (other than oil, gas and/or mineral leases) that meets one or more of the
following criteria:




	 	(a)	 	any Company Contract involving consideration with a total value
in excess of US$100,000, which is not cancelable by the Company upon notice of
sixty (60) days or less without liability for further payment other than
nominal penalty, pursuant to which the Company acquires any material portion of
the raw materials, supplies or services used or consumed by the Company in the
operation of its business (unless such raw materials, supplies or services are
readily available to the Company from other sources on comparable terms);







	 	(b)	 	any Company Contract that can reasonably be expected to result
in aggregate payments by the Company of more than Fifty Thousand Dollars
(US$50,000) during the current or any subsequent fiscal year of the Company
(based solely on the terms thereof and without regard to any expected increase
in volumes or revenues);







	 	(c)	 	any Company Contract that can reasonably be expected to result
in aggregate revenues to the Company of more than Fifty Thousand Dollars
(US$50,000) during the current or any subsequent fiscal year of the
Company (based solely on the terms thereof and without regard to any
expected increase in volumes or revenues);





 


 









 











	 	(d)	 	any marketing, sales, transportation, processing or similar
Company Contract that is not terminable without penalty on sixty (60) Days or
less notice;







	 	(e)	 	any indenture, mortgage, loan, credit or sale-leaseback or
similar Company Contract that can reasonably be expected to result in aggregate
payments by the Company of more than Fifty Thousand Dollars (US$50,000) during
the current or any subsequent fiscal year of the Company;







	 	(f)	 	any Company Contract that constitutes a lease, under which the
Company is the lessor or the lessee of real or personal property which lease
(i) cannot be terminated by the Company without penalty upon sixty (60) days or
less notice and (ii) involves an annual base rental of more than Fifty Thousand
Dollars (US$50,000);







	 	(g)	 	any Company Contract with an Affiliate of Seller that will not
be terminated prior to Closing;







	 	(h)	 	any licensing agreement or other Company Contract with respect
to Intellectual Property (but excluding “off the shelf” or “shrink-wrap”
software with a value of less than Two Thousand Dollars (US$2,500), including
agreements with current or former employees, consultants, or contractors
regarding the appropriation or the non-disclosure of any Intellectual Property;







	 	(i)	 	any collective bargaining agreement and other Company Contract
to or with any labor union or other employee representative of a group of
employees;







	 	(j)	 	any joint venture, partnership, and other Company Contract
(however named) involving a sharing of profits, losses, costs, or liabilities
by the Company with any other Person;







	 	(k)	 	any Company Contract containing covenants that in any way
purport to restrict the business activity of the Company or any Affiliate of
the Company or limit the freedom of the Company or any Affiliate of the Company
to engage in any line of business or to compete with any Person;







	 	(l)	 	any Company Contract providing for payments to or by any Person
based on sales, purchases, or profits, other than direct payments for goods;





 


 









 











	 	(m)	 	any power of attorney that is currently effective and
outstanding relating to the Company or the Assets;







	 	(n)	 	any Company Contract entered into other than in the Ordinary
Course of Business that contains or provides for an express undertaking by the
Company to be responsible for consequential damages;







	 	(o)	 	any written warranty, guaranty, and or other similar
undertaking with respect to contractual performance extended by the Company
other than in the Ordinary Course of Business; and







	 	(p)	 	any amendment, supplement, and modification (whether oral or
written) in respect of any of the foregoing.







“Net Revenue Interest” has the meaning set forth in Section 3.02(a).



“Net Working Capital” means current assets (excluding cash and cash equivalents and
inter-company receivables) minus current liabilities (excluding inter-company payables and the
current portion of long term indebtedness), each as calculated in accordance with GAAP consistently
applied.



“Ordinary Course of Business” means the ordinary course of business, consistent with past
custom and practice (including with respect to quantity, quality and frequency) of the relevant
Person.



“Permits” means all permits, licenses, franchises, consents, approvals and other similar
rights and privileges to the extent used in connection with the ownership or operation of the
Assets by the Company.




“Permitted Encumbrances” has the meaning set forth in Section 3.02(d).



“Person” (whether or not capitalized) means any natural person, corporation, company, limited
or general partnership, joint stock company, joint venture, association, limited liability company,
limited liability partnership, trust, bank, trust company, land trust, business trust or other
entity or organization, whether or not a Governmental Authority.




“Personal Property” has the meaning set forth in the definition of Assets.




“Purchase Price” has the meaning set forth in Section 2.01.




“Purchased Shares” has the meaning set forth in the Recitals to this Agreement.




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



“Purchaser’s Environmental Consultant” shall have the meaning set forth in Section 4.01(a).


 


 









 






“Purchaser’s Environmental Review” shall have the meaning set forth in Section 4.01(a).




“Records” has the meaning set forth in the definition of Assets.




“Securities Act” means the Securities Act of 1933, as amended.




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



“Specified Obligations” means (a) all obligations and liabilities of the Company for 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) all obligations of the
Company 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 payment obligations that accrue and become due prior
to the Effective Time; (c) all Liability of the Company to Third Parties for personal injury or
death arising out of or relating to the ownership or operation of the Assets prior to the Effective
Time; (d) ad valorem, property, severance, and similar taxes attributable to the period of time
prior to the Effective Time retained by Seller under Section 12.02; and (e) all litigation existing
as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time.




“Statement” has the meaning set forth in Section 10.03.




“Subject Interests” has the meaning set forth in the definition of Assets.



“Tax” or “Taxes” means taxes of any kind, levies or other like assessments, customs, duties,
imposts, charges or fees, including income, gross receipts, ad valorem, value added, excise, real
or personal property, asset, sales, use, federal royalty, license, payroll, transaction, capital,
net worth and franchise taxes, estimated taxes, withholding, employment, social security, workers’
compensation, utility, severance, production, unemployment compensation, occupation, premium,
windfall profits, transfer and gains taxes or other governmental taxes imposed or payable to the
United States or any state, local or foreign governmental subdivision or agency thereof, and in
each instance such term shall include any interest, penalties or additions to tax attributable to
any such Tax, including penalties for the failure to file any Tax Return or report.



“Tax Return” means any return (including any information return), report, statement,
declaration, schedule, notice, notification, form, certificate or other document or information
filed with or submitted to, or required to be filed with or submitted to, any Governmental
Authority in connection with the determination, assessment, collection or payment of any Tax or in
connection with the administration, implementation or enforcement of or compliance with any
applicable legal requirement relating to any Tax.


 


 









 





“Third Party” means any Person other than the Company, Purchaser, Purchaser Parent, Seller or
Seller Parent, or any of their respective Affiliates.



“Title Benefit” has the meaning set forth in Section 3.08.




“Title Defect” has the meaning set forth in Section 3.03.




“Title Defect Value” has the meaning set forth in Section 3.04(c).



“Working Interest” has the meaning set forth in Section 3.02(b).




 


 











 





EXHIBIT A




SUBJECT INTERESTS



 












 





Exhibit “A”




Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy

Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC,

as Purchaser, And Seneca Resources Corporation, as Purchaser Parent,

Effective as of January 1, 2009




Subject Interest (Listing of Leases)




	 	 	 
	CA-001-020-A
	Date:

	 	July 7, 1975
	Lessor:

	 	United States of America, CACA-2855
	Lessee:

	 	Louise Sanford
	Recorded:

	 	Not recorded
	 
	 	 
	CA-002-001-A
	Date:

	 	April 3, 1999
	Lessor:

	 	Ruth I. Morgan
	Lessee:

	 	West Best Resources, Ltd.
	Recorded:

	 	January 28, 2000 as Document #0200010971, Official Records of
	 

	 	Kern County, California
	 
	 	 
	CA-002-001-B
	Date:

	 	April 3, 1999
	Lessor:

	 	John R. Morgan, Trustee of the Morgan Trust dated 04/07/1987
	Lessee:

	 	West Best Resources, Ltd.
	Recorded:

	 	January 28, 2000 as Document #0200010972, Official Records of
	 

	 	Kern County, California
	CA-002-001-C
	Date:

	 	April 3, 1999
	Lessor:

	 	Donald L. Metzner, Trustee of the Metzner Trust dated 04/24/1985
	Lessee:

	 	West Best Resources, Ltd.
	Recorded:

	 	January 28, 2000 as Document #0200010973, Official Records of Kern County, California
	 
	 	 
	CA-002-001-D
	Date:

	 	April 3, 1999
	Lessor:

	 	Joanna Metzner, Trustee of the Metzner Trust dated 04/24/1985
	Lessee:

	 	West Best Resources, Ltd.
	Recorded:

	 	January 28, 2000 as Document #0200010974, Official Records of Kern County, California
	 
	 	 
	CA-002-001-E
	Date:

	 	April 3, 1999
	Lessor:

	 	Kay M. Michael and Charlene Michael, Trustees of the Kay and Charlene Michael Trust dated 08/19/1991
	Lessee:

	 	West Best Resources, Ltd.
	Recorded:

	 	January 28, 2000 as Document #0200010975, Official Records of Kern County, California





 


Page 1









 





	 	 	 
	CA-002-002-A
	Date:

	 	April 12, 1999
	Lessor:

	 	James R. Goulding, as an Heir and Devisee of the Estate of Blanche E. Clements, deceased, who acquired title as
Blanche M. Griggs
	Lessee:

	 	West Best Resources, Ltd.
	Recorded:

	 	January 28, 2000 as Document #0200010976, Official Records of Kern County, California
	 
	 	 
	CA-002-002-B
	Date:

	 	December 10, 1999
	Lessor:

	 	Jennifer E. Trueman, as an Heir and Devisee of the Estate of Blanche E. Clements, deceased, who acquired title as
Blanche M. Griggs
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	November 2, 2000 as Document #0200140253, Official Records of Kern County, California
	 
	 	 
	CA-002-002-C
	Date:

	 	January 25, 2000
	Lessor:

	 	Richard Rey Garriott, aka Richard Rae Garriott, Nancy Jeanne Hill, Melodie Mary Garriott
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	November 2, 2000 as Document #0200140252, Official Records of Kern County, California
	 
	 	 
	CA-002-002-D
	Date:

	 	May 15, 2000
	Lessor:

	 	Gail D. Bradley, aka Gail D. Watkins, as an Heir and Devisee of the Estate of Anna G. Reid, deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 17, 2000 as Document #0200085752, Official Records of Kern County, California
	 
	 	 
	CA-002-002-F
	Date:

	 	March 8, 2007
	Lessor:

	 	Lucille Toscano, Successor Trustee of the Lucille Toscano and Bernadine N. Lake Revocable Trust of 09/14/1999
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	April 18, 2007, as Document #0207083910, Official Records of Kern County, California
	 
	 	 
	CA-002-003-A
	Date:

	 	April 11, 1999
	Lessor:

	 	Marcelina G. Weathers
	Lessee:

	 	West Best Resources, Ltd.
	Recorded:

	 	January 28, 2000 as Document #0200010977, Official Records of Kern County, California






 


Page 2









 





	 	 	 
	CA-002-005-A
	Date:

	 	April 13, 2000
	Lessor:

	 	James Monk Wells
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	June 16, 2000 as Document #0200072804, Official Records of Kern County, California
	 
	 	 
	CA-002-005-B
	Date:

	 	April 13, 2000
	Lessor:

	 	Murray Hyman Wells
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	June 16, 2000 as Document #0200072803, Official Records of Kern County, California
	 
	 	 
	CA-002-005-C
	Date:

	 	April 13, 2000
	Lessor:

	 	Martha Marie Higgins, as an Heir and Devisee of the Estate of Francesce Marie Carpenter, who acquired title as
Francesce Marie Conway, deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	June 16, 2000 as Document #0200072802, Official Records of Kern County, California
	 
	 	 
	CA-002-005-D
	Date:

	 	April 13, 2000
	Lessor:

	 	Kathleen J. Jesch, as an Heir and Devisee of the Estate of Francesce Marie Carpenter, who acquired title as
Francesce Marie Conway, deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	June 16, 2000 as Document #0200072801, Official Records of Kern County, California
	 
	 	 
	CA-002-005-E
	Date:

	 	April 13, 2000
	Lessor:

	 	Kingsley W. Miller
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	June 16, 2000 as Document #0200072800, Official Records of Kern County, California
	 
	 	 
	CA-002-005-F
	Date:

	 	June 6, 2000
	Lessor:

	 	Martha Marie Higgins as an Heir and Devisee of the Estate of Francesce Marie Carpenter, who acquired title as
Francesce Marie Conway, deceased, an Heir and Devisee of the Estate of Thelma E. Keil, who acquired title as
Thelma Elizabeth Wells, deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	November 2, 2000 as Document #0200140244, Official Records of Kern County, California






 


Page 3









 





	 	 	 
	CA-002-005-G
	Date:

	 	June 6, 2000
	Lessor:

	 	Kathleen J. Jesch, as an Heir and Devisee of the Estate of
Francesce Marie Carpenter, who acquired title as Francesce
Marie Conway, deceased, an Heir and Devisee of the Estate of
Thelma E. Keil, who acquired title as Thelma Elizabeth Wells,
deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	November 2, 2000 as Document #0200140245, Official Records of
Kern County, California
	 
	 	 
	CA-002-005-H
	Date:

	 	June 6, 2000
	Lessor:

	 	Joseph Ziemann, Administrator of the Estate of Kingsley H.
Wells, deceased and Joseph Ziemann, Administrator of the
Estate of Kingsley H. Wells, deceased, an Heir and Devisee of
the Estate of Thelma E. Keil, who acquired title as Thelma
Elizabeth Wells, deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	November 2, 2000 as Document #0200140246, Official Records of
Kern County, California
	 
	 	 
	CA-002-006-B
	Date:

	 	June 16, 2000
	Lessor:

	 	Janice Acres, as an Heir and Devisee of the Estate of
Christine A. Fletcher, deceased, who acquired title as
Christine A. Borradori
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	November 2, 2000 as Document #0200140247, Official Records of
Kern County, California
	 
	 	 
	CA-002-006-C
	Date:

	 	June 16, 2000
	Lessor:

	 	Wayne Acres, as an Heir and Devisee of the Estate of Garvel
Acres, deceased, an Heir and Devisee of the Estate of
Christine A. Fletcher, deceased, who acquired title as
Christine A. Borradori
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	November 2, 2000 as Document #0200140248, Official Records of
Kern County, California
	 
	 	 
	CA-002-006-D
	Date:

	 	June 16, 2000
	Lessor:

	 	David Acres, as an Heir and Devisee of the Estate of Garvel
Acres, deceased, an Heir and Devisee of the Estate of
Christine A. Fletcher, deceased, who acquired title as
Christine A. Borradori
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	November 2, 2000 as Document #0200140249, Official Records of
Kern County, California






 


Page 4









 





	 	 	 
	CA-002-008-A
	Date:

	 	November 1, 1993
	Lessor:

	 	Shell Western E&P Inc.
	Lessee:

	 	J. P. Oil Company, Inc.
	Recorded:

	 	December 20, 1993 as Book 6963 Page1790, Official Records of Kern County, California
	 
	 	 
	CA-002-010-A
	Date:

	 	June 1, 2001
	Lessor:

	 	United States of America, CACA 42931
	Lessee:

	 	Ivanhoe Energy Inc.
	Recorded:

	 	Not recorded
	 
	 	 
	CA-002-011-A
	Date:

	 	December 28, 2005
	Lessor:

	 	Transamerica Minerals Company
	Lessee:

	 	Aera Energy LLC and Ivanhoe Energy (USA) Inc. dba
	 

	 	USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	February 13, 2006, as Document #0206036027, Official Records of Kern County, California
	 
	 	 
	CA-003-001-A
	Date:

	 	March 9, 1999
	Lessor:

	 	Harold Clifton, et al, Trustees of the Fern Jeppi Marital Trust
	Lessee:

	 	West Best Resources Ltd.
	Recorded:

	 	April 1, 1999 as Document #0199046935, Official Records of Kern County, California
	 
	 	 
	CA-003-001-B
	Date:

	 	March 29, 1999
	Lessor:

	 	Ivan Miller Thor, et ux, Trustees of the Ivan Miller Thor and Joan R. Thor Living Trust dated 12/18/91
	Lessee:

	 	West Best Resources Ltd.
	Recorded:

	 	May 17, 1999 as Document #0199070134, Official Records of Kern County, California
	 
	 	 
	CA-003-001-C
	Date:

	 	April 11, 2000
	Lessor:

	 	The Board of Trustees of the Leland Stanford Jr. University, Trustee U/W of Roy H. Anderson known as the R.H.
Anderson Memorial Fund
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113190, Official Records of Kern County, California
	 
	 	 
	CA-003-001-D
	Date:

	 	March 16, 2000
	Lessor:

	 	Deborah Lee Garner
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113189, Official Records of Kern County, California






 


Page 5









 





	 	 	 
	CA-003-001-E
	Date:

	 	April 26, 2000
	Lessor:

	 	Terry M. Keyes
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113192, Official Records
of Kern County, California
	 
	 	 
	CA-003-001-F
	Date:

	 	April 26, 2000
	Lessor:

	 	Lawrence James Mailliard
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113191, Official Records
of Kern County, California
	 
	 	 
	CA-003-001-G
	Date:

	 	May 4, 2000
	Lessor:

	 	Sandra Maillliard
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113194, Official Records
of Kern County, California
	 
	 	 
	CA-003-001-H
	Date:

	 	April 26, 2000
	Lessor:

	 	Sheryl Kammerer
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113193, Official Records
of Kern County, California
	 
	 	 
	CA-003-001-I
	Date:

	 	May 25, 2000
	Lessor:

	 	Kate M. Ayres
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113196, Official Records
of Kern County, California
	 
	 	 
	CA-003-001-J
	Date:

	 	June 1, 2000
	Lessor:

	 	April May-Kulp
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113199, Official Records
of Kern County, California
	 
	 	 
	CA-003-001-K
	Date:

	 	May 10, 2000
	Lessor:

	 	Carrie Dee Livingston
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113195, Official Records
of Kern County, California






 


Page 6









 





	 	 	 
	CA-003-001-L
	Date:

	 	May 23, 2000
	Lessor:

	 	Danny May
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113197, Official Records of Kern County, California
	 
	 	 
	CA-003-001-M
	Date:

	 	May 17, 2000
	Lessor:

	 	Raymond Scott Weringer
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113198, Official Records of Kern County, California
	 
	 	 
	CA-003-001-N
	Date:

	 	June 12, 2000
	Lessor:

	 	Angela N. Sexton
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113202, Official Records of Kern County, California
	 
	 	 
	CA-003-001-Q
	Date:

	 	July 14, 2000
	Lessor:

	 	David L. Beatty
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #0200113188, Official Records of Kern County, California
	 
	 	 
	CA-003-001-R
	Date:

	 	July 10, 2000
	Lessor:

	 	John W. Beatty, Jr.
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 11, 2000 as Document #02001132303, Official Records of Kern County, California
	 
	 	 
	CA-003-001-S
	Date:

	 	August 22, 2000
	Lessor:

	 	Chauncey Van Sicklen
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	December 5, 2000 as Document #0200155192, Official Records of Kern County, California
	 
	 	 
	CA-003-001-T
	Date:

	 	September 11, 2000
	Lessor:

	 	Edith Ann Van Sicklen
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	December 5, 2000 as Document #0200155193, Official Records of Kern County, California






 


Page 7









 





	 	 	 
	CA-003-001-U
	Date:

	 	January 1, 2001
	Lessor:

	 	Aera Energy LLC
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	February 23, 2001 as Document #0201023844, Official Records of Kern County, California
	 
	 	 
	CA-003-001-W
	Date:

	 	February 1, 2001
	Lessor:

	 	The Board of Trustees of the Leland Stanford Jr. University, Trustee U/W of E.K. Potter aka Elbert King Potter.
	Lessee:

	 	Fuller Oil Company
	Recorded:

	 	September 20, 2001 as Document #0201138236, Official Records of Kern County, California
	 
	 	 
	CA-003-001-X
	Date:

	 	April 1, 2001
	Lessor:

	 	Bank of America, N.A., Trustee of the Elizabeth F. Potter Trust
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	May 9, 2001 as Document #0201063589, Official Records of Kern County, California
	 
	 	 
	CA-003-001-BB
	Date:

	 	January 11, 1999
	Lessor:

	 	Wallena Jennings
	Lessee:

	 	Armstrong Resources, LLC
	Recorded:

	 	March 16, 1999 as Document #0199037429, Official Records of Kern County, California
	 
	 	 
	CA-003-001-CC
	Date:

	 	February 5, 1999
	Lessor:

	 	Elizabeth L. Wolfensperger
	Lessee:

	 	Armstrong Resources, LLC
	Recorded:

	 	April 20, 1999 as Document #0199056057, Official Records of Kern County, California
	 
	 	 
	CA-003-001-DD
	Date:

	 	February 2, 1999
	Lessor:

	 	David P. Wolfensperger
	Lessee:

	 	Armstrong Resources, LLC
	Recorded:

	 	April 20, 1999 as Document #0199056055, Official Records of Kern County, California
	 
	 	 
	CA-003-001-EE
	Date:

	 	February 5, 1999
	Lessor:

	 	Dorothy Q. Wolfensperger
	Lessee:

	 	Armstrong Resources, LLC
	Recorded:

	 	April 20, 1999 as Document #0199056056, Official Records of Kern County, California






 


Page 8









 





	 	 	 
	CA-003-001-FF
	Date:

	 	March 24, 1999
	Lessor:

	 	Ann B. Warren
	Lessee:

	 	Armstrong Resources, LLC
	Recorded:

	 	April 20, 1999 as Document #0199056058, Official Records of
Kern County, California
	 
	 	 
	CA-003-001-GG
	Date:

	 	May 28, 1999
	Lessor:

	 	Dorothy Lyman Beatty
	Lessee:

	 	Armstrong Resources, LLC
	Recorded:

	 	July 21, 1999 as Document #0199104241, Official Records of
Kern County, California
	 
	 	 
	CA-003-001-HH
	Date:

	 	April 8, 2004
	Lessor:

	 	C. H. Bell
	Lessee:

	 	Ivanhoe Energy (USA), Inc.
	Recorded:

	 	April 19, 2004 as Document #0204087122, Official Records of
Kern County, California
	 
	 	 
	CA-006-001-A
	Date:

	 	June 1, 2000
	Lessor:

	 	Aera Energy LLC
	Lessee:

	 	Ivanhoe Energy (USA), Inc.
	Recorded:

	 	June 21, 2000 as Document #0200075021, Official Records of
Kern County, California
	 
	 	 
	Ivanhoe CA-006-002-A
	Date:

	 	June 1, 2000
	Lessor:

	 	Aera Energy LLC
	Lessee:

	 	Ivanhoe Energy (USA), Inc.
	Recorded:

	 	June 21, 2000 as Document #0200075022, Official Records of
Kern County, California
	 
	 	 
	CA-006-008-A
	Date:

	 	June 1, 2000
	Lessor:

	 	Aera Energy LLC
	Lessee:

	 	Holmes Western Oil Corporation
	Recorded:

	 	June 12, 2000 as Document #0200070084, Official Records of
Kern County, California






 


Page 9









 





	 	 	 
	CA-006-012-A
	Date:

	 	September 25, 2003
	Lessor:

	 	Tricor Energy, LLC; Charles Alan Dobie; Billy Ray Oliver; Leslie Register aka Leslie Alma Register; Alison S.
Register; John S. Rosekrans; Peter R. Rosekrans; Kathleen de Bretteville Rosekrans; Alolph S. Rosekrans, Jr.; John
Rosekrans Runnymede Trust FBO Georgette N. Rosekrans; Trust FBO Adolph S. Rosekrans; Trust FBO Charles S.
Rosekrans; Kathleen Gable Trust; John Clark Gable Trust; Joan de Bretteville Spreckles Trust;
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	February 19, 2004 as Document #0204036997, Official Records of Kern County, California
	 
	 	 
	CA-006-013-A
	Date:

	 	Nov 1, 1978
	Lessor:

	 	United States of America, CA-4978
	Lessee:

	 	Sun Oil Company
	Recorded:

	 	Not recorded
	 
	 	 
	CA-006-014-A
	Date:

	 	April 7, 2008
	Lessor:

	 	Mark Browder, Trustee of the Jerald Leland Browder Irrevocable Trust
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	May 1, 2008 as Document #0208068505, Official Records of Kern County, California
	 
	 	 
	CA-008-003-A
	Date:

	 	August 23, 2000
	Lessor:

	 	Gere Crider
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	November 21, 2000 as Document #0200149474, Official Records of Kern County, California
	 
	 	 
	CA-008-003-C
	Date:

	 	September 18, 2000
	Lessor:

	 	Betty L. Poe, Trustee U/T/A Betty L. Roy dated November 3, 1986
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	November 21, 2000 as Document #0200149484, Official Records of Kern County, California
	 
	 	 
	CA-008-003-D
	Date:

	 	September 18, 2000
	Lessor:

	 	William N. Mitchell, Executor of the Estate of Louise Willson, deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	November 21, 2000 as Document #0200149485, Official Records of Kern County, California






 


Page 10









 





	 	 	 
	CA-008-003-E
	Date:

	 	September 18, 2000
	Lessor:

	 	Virginia Bennett
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	December 12, 2000 as Document #0200158138, Official Records of Kern County, California
	 
	 	 
	CA-008-003-F
	Date:

	 	May 5, 2001
	Lessor:

	 	Frances E. Nordin, as Trustee of the Walter R. Nordin and Frances E. Nordin Trust dated November 1, 1994
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	June 4, 2001 as Document #0201076612, Official Records of Kern County, California
	 
	 	 
	CA-008-003-G
	Date:

	 	May 14, 2002
	Lessor:

	 	Frances E. Nordin, as Trustee of the Walter R. Nordin and Frances E. Nordin Trust, dated November 1, 1994
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 12, 2002 as Document #0202110908, Official Records of Kern County, California
	 
	 	 
	CA-008-003-H
	Date:

	 	May 14, 2002
	Lessor:

	 	Frank W. Clark, Jr.
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 12, 2002 as Document #0202110909, Official Records of Kern County, California
	 
	 	 
	CA-008-003-I
	Date:

	 	May 14, 2002
	Lessor:

	 	David McFaddin and Cynthia L. McFaddin
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 12, 2002 as Document #0202110910, Official Records of Kern County, California
	 
	 	 
	CA-008-003-J
	Date:

	 	June 14, 2002
	Lessor:

	 	Howard S. Ramsden, Donald L. Houchin and Norma L. Turman, as Trustees under Declaration of Trust dated June 14,
1994, known as the “Houchin Family Trust”
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	August 23, 2002 as Document #0202138420, Official Records of Kern County, California






 


Page 11









 





	 	 	 
	CA-008-004-A
	Date:

	 	September 4, 2000
	Lessor:

	 	Alma Investment Company
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	November 11, 2000 as Document #0200149475, Official Records of Kern County, California
	 
	 	 
	CA-008-004-B
	Date:

	 	April 13, 2006
	Lessor:

	 	G & R Properties
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	May 26, 2006 as Document #0206130689, Official Records of Kern County, California
	 
	 	 
	CA-008-007-A
	Date:

	 	April 11, 2001
	Lessor:

	 	Camille B. Gavin
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	May 9, 2001 as Document #0201063588, Official Records of Kern County, California
	 
	 	 
	CA-008-008-A
	Date:

	 	April 17, 2001
	Lessor:

	 	Charline S. Devin, who acquired title as Charline Talbot Brown
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	May 9, 2001 as Document #0201063587, Official Records of Kern County, California
	 
	 	 
	CA-008-008-B
	Date:

	 	April 17, 2001
	Lessor:

	 	Robert S. Andrews
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	June 4, 2001 as Document #0201076611, Official Records of Kern County, California
	 
	 	 
	CA-008-008-C
	Date:

	 	April 11, 2001
	Lessor:

	 	William Wickliffe, also known as William Allen Wickliffe
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	June 4, 2001 as Document #0201076610, Official Records of Kern County, California






 


Page 12









 





	 	 	 
	CA-008-008-D
	Date:

	 	May 25, 2001
	Lessor:

	 	Martha Clare Winter
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 24, 2001 as Document #0201103460, Official Records of Kern County, California
	 
	 	 
	CA-008-008-E
	Date:

	 	July 10, 2002
	Lessor:

	 	John D. Upp and Jane C. Upp, Trustees, Upp Trust dated March 7, 1990
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	August 23, 2002 as Document #0202138419, Official Records of Kern County, California
	 
	 	 
	CA-008-008-F
	Date:

	 	October 1, 2002
	Lessor:

	 	B&N Minerals Partnership
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	January 28, 2003 as Document #0203015642, Official Records of Kern County, California
	 
	 	 
	CA-008-009-A
	Date:

	 	May 11, 2001
	Lessor:

	 	Barbara H. Spork, as Trustee under the Barbara H. Spork Living Trust dated November 2, 1999
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	June 4, 2001, as Document #0201076609, Official Records of Kern County, California
	 
	 	 
	CA-008-010-A
	Date:

	 	July 29, 2002
	Lessor:

	 	Mary B. LeTourneau, Incumbent TTEE FBO Mary B. LeTourneau UTD dated June 24, 1996
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	September 9, 2002 as Document #0202148841, Official Records of Kern County, California
	 
	 	 
	CA-008-010-B
	Date:

	 	October 14, 2004
	Lessor:

	 	John Hovannisian & Sons Family Limited Partnership
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	January 31, 2005 as Document #0205023337, Official Records of Kern County, California






 


Page 13









 





	 	 	 
	CA-008-011-A
	Date:

	 	June 11, 2001
	Lessor:

	 	Donald W. Rushton and Peggy Ann Parker, Trustees of the Rushton and Parker Family Trust U/D/T September 9, 1997
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	August 6, 2001 as Document #0201110433, Official Records of Kern County, California
	 
	 	 
	CA-008-015-A
	Date:

	 	May 22, 2002
	Lessor:

	 	Frank R. Grannis, Trustee of the Grannis Family Trust dated December 18, 1974
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 12, 2002 as Document #0202110911, Official Records of Kern County, California
	 
	 	 
	CA-008-015-B
	Date:

	 	June 5, 2002
	Lessor:

	 	Layne Powell and Matthew Powell, Co-Trustees of the Gladys M. Stramler Trust (created by a Declaration of Trust
dated August 6, 1993)
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	August 12, 2002 as Counterpart “A” as Document #0202131385, and Counterpart “B” as Document #0202131384, Official
Records of Kern County, California
	 
	 	 
	CA-008-015-C
	Date:

	 	July 22, 2002
	Lessor:

	 	San Raphael Fruits Corporation
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	October 30, 2002 as Document #0202182627, Official Records of Kern County, California
	 
	 	 
	CA-008-016-A
	Date:

	 	May 14, 2002
	Lessor:

	 	Lon V. Smith Foundation
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 12, 2002 as Document #0202110912, Official Records of Kern County, California
	 
	 	 
	CA-008-016-B
	Date:

	 	May 17, 2002
	Lessor:

	 	Sylvia M. Shorter
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 12, 2002 as Document #0202110913, Official Records of Kern County, California






 


Page 14









 





	 	 	 
	CA-008-016-C
	Date:

	 	May 17, 2002
	Lessor:

	 	Douglas M. McVicker
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	July 12, 2002 as Document #0202110914, Official Records of
Kern County, California
	 
	 	 
	CA-008-016-D
	Date:

	 	May 17, 2002
	Lessor:

	 	William M. McVicker, Jr.
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	July 12, 2002 as Document #0202110915, Official Records of
Kern County, California
	 
	 	 
	CA-008-016-E
	Date:

	 	May 28, 2002
	Lessor:

	 	Leland Stanford Junior University, as Trustee of the
Testamentary Trust under the Last Will and Testament of R. H
Anderson, deceased
	Lessee: 

Recorded:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation 

August 23, 2002 as Document #0202138422, Official Records of
Kern County, California
	 
	 	 
	CA-008-017-A
	Date:

	 	July 26, 2002
	Lessor:

	 	Bloemer Estate, FLP
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	September 9, 2002 as Document #0202148842, Official Records
of Kern County, California
	 
	 	 
	CA-008-018-A
	Date:

	 	July 29, 2002
	Lessor:

	 	William A. Gould, Jr., sole Heir and Devisee of the Estate of
Mildred A. Gould, deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	September 9, 2002 as Document #0202148843, Official Records
of Kern County, California
	 
	 	 
	CA-008-019-A
	Date:

	 	August 8, 2002
	Lessor:

	 	Robert S. Andrews
	Lessee: 

Recorded:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation 

September 9, 2002 as Document #0202148844, Official Records
of Kern County, California






 


Page 15









 





	 	 	 
	CA-008-020-A
	Date:

	 	August 22, 2002
	Lessor:

	 	Alma Investment Company
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	September 9, 2002 as Document #0202148845, Official Records
of Kern County, California
	 
	 	 
	CA-008-021-A
	Date:

	 	May 20, 2002
	Lessor:

	 	Ann Van Norden McDuffie, as sole Heir and Devisee of the
Estate of Mrs. Max L. Van Norden, deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 21, 2002 as Document #0202176596, Official Records of
Kern County, California
	 
	 	 
	CA-008-022-A
	Date:

	 	September 13, 2002
	Lessor:

	 	Cecil Dyer Briscoe and Rodene Adelle Briscoe, Trustees of the
Briscoe Living Trust dated March 25, 1992
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 21, 2002 as Document #0202176597, Official Records of
Kern County, California
	 
	 	 
	CA-008-022-B
	Date:

	 	August 27, 2002
	Lessor:

	 	Marcia M. Ferris
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 21, 2002 as Document #0202176598, Official Records of
Kern County, California
	 
	 	 
	CA-008-022-D
	Date:

	 	September 13, 2002
	Lessor:

	 	James P. Sears, and James P. Sears and Doris J. Sears,
Trustees of the Sears Revocable Living Trust #62891 dated
June 28, 1991
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 30, 2002 as Document #0202182628, Official Records of
Kern County, California
	 
	 	 
	CA-008-022-E
	Date:

	 	October 10, 2002
	Lessor:

	 	Jeffrey G. Brittan
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	December 2, 2002, as Document #0202202504, Official Records
of Kern County, California






 


Page 16









 





	 	 	 
	CA-008-022-F
	Date:

	 	October 10, 2002
	Lessor:

	 	Gregory A. Brittan
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	December 2, 2002, as Document #0202202505, Official Records
of Kern County, California
	 
	 	 
	CA-008-023-A
	Date:

	 	August 8, 2002
	Lessor:

	 	James Mason Doane aka James M. Doane
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 30, 2002 as Document #0202182634, Official Records of
Kern County, California
	 
	 	 
	CA-008-023-B
	Date:

	 	August 16, 2002
	Lessor:

	 	Sandra M. Rock
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 30, 2002 as Document #0202182635, Official Records of
Kern County, California
	 
	 	 
	CA-008-023-C
	Date:

	 	August 16, 2002
	Lessor:

	 	Robert S. Hunter, III
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 30, 2002 as Document #0202182636, Official Records of
Kern County, California
	 
	 	 
	CA-008-023-D
	Date:

	 	August 20, 2004
	Lessor:

	 	Margaret E. Keegan Rodriguez
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	December 20, 2004 as Document #0204314024, Official Records
of Kern County, California
	 
	 	 
	CA-008-023-E
	Date:

	 	August 20, 2004
	Lessor:

	 	Joan M. Keegan Boyce
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	December 20, 2004 as Document #0204314025, Official Records
of Kern County, California






 


Page 17









 





	 	 	 
	CA-008-023-F
	Date:

	 	August 20, 2004
	Lessor:

	 	John E. Keegan, Jr., Co-Trustee of The John Edward Keegan
Trust Agreement dated February 5, 1991 and John E. Keegan,
Jr.
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	January 10, 2005 as Document #0205005777, Official Records of
Kern County, California as Counterpart “A”
	 
	 	 
	CA-008-023-G
	Date:

	 	August 20, 2004
	Lessor:

	 	Timothy L. Keegan, Co-Trustee of The John Edward Keegan Trust
Agreement dated February 5, 1991 and Timothy L. Keegan
	Lessee: 

Recorded:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation

January 10, 2005 as Document #0205005777, Official Records of
Kern County, California as Counterpart “B”
	 
	 	 
	CA-008-023-H
	Date:

	 	August 20, 2004
	Lessor:

	 	Thomas P. Keegan
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	April 18, 2005 as Document #0205096190, Official Records of
Kern County, California
	 
	 	 
	CA-008-024-A
	Date:

	 	August 16, 2002
	Lessor:

	 	Lance Boswell
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 30, 2002 as Document #0202182629, Official Records of
Kern County, California
	 
	 	 
	CA-008-025-A
	Date:

	 	September 13, 2002
	Lessor:

	 	Loraine Bills Hahn
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 30, 2002 as Document #0202182630, Official Records of
Kern County, California
	 
	 	 
	CA-008-026-A
	Date:

	 	September 13, 2002
	Lessor:

	 	Louise Gifford
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 30, 2002 as Document #0202182631, Official Records of
Kern County, California






 


Page 18









 





	 	 	 
	CA-008-026-B
	Date:

	 	September 13, 2002
	Lessor:

	 	Carol Simon
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 30, 2002 as Document #0202182632, Official Records of
Kern County, California
	 
	 	 
	CA-008-026-C
	Date:

	 	September 13, 2002
	Lessor:

	 	Norma E. Wade
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	November 12, 2002, as Document #0202190789, Official Records
of Kern County, California
	 
	 	 
	CA-008-027-A
	Date:

	 	September 17, 2002
	Lessor:

	 	David Alexander Vaille
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	November 12, 2002, as Document #0202190787, Official Records
of Kern County, California
	 
	 	 
	CA-008-028-A
	Date:

	 	September 3, 2002
	Lessor:

	 	LeBon G. Abercrombie, as Trustee under that Trust Agreement
dated December 14, 1977, known as the Esperanza Trust
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	November 12, 2002, as Document #0202190788, Official Records
of Kern County, California
	 
	 	 
	CA-008-028-B
	Date:

	 	October 1, 2002
	Lessor:

	 	Cameron Miller, Esq., as Successor Trustee under the Will of
Charles Cohn, deceased
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	November 12, 2002, as Document #0202190785, Official Records
of Kern County, California
	 
	 	 
	CA-008-030-A
	Date:

	 	July 28, 2003 but effective August 15, 2003
	Lessor:

	 	California Minerals, L.P.
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	September 16, 2003, as Document #0203196518, Official Records
of Kern County, California






 


Page 19









 





	 	 	 
	 
	 	 
	CA-008-031-A
	Date:

	 	May 5, 2005, effective May 24, 2005
	Lessor:

	 	California Minerals, L.P.
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	June 29, 2005, as Document #0205167952, Official Records of
Kern County, California
	 
	 	 
	CA-008-032-A
	Date:

	 	December 1, 2005
	Lessor:

	 	Aera Energy LLC
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	January 17, 2006, as Document #0206011680, Official Records
of Kern County, California
	 
	 	 
	CA-008-033-A
	Date:

	 	January 9, 2006
	Lessor:

	 	Angus D. Crites, II
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	March 1, 2006 as Document #0206050328, Official Records of
Kern County, California
	 
	 	 
	CA-008-034-A
	Date:

	 	March 13, 2006
	Lessor:

	 	Lewis W. Isaak and Phyllis A. Isaak, as Trustees of The Isaak
Family Trust of 1991 Created by a Declaration of Trust dated
September 5, 1991
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	May 2, 2006 as Document #0206108237, Official Records of Kern
County, California
	 
	 	 
	CA-008-035-A
	Date:

	 	April 1, 2006
	Lessor:

	 	Aera Energy LLC
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	June 9, 2006 as Document #0206142233, Official Records of
Kern County, California
	 
	 	 
	CA-008-036-A
	Date:

	 	May 9, 2006
	Lessor:

	 	Salome T. Crane, Trustee of the P.J. and S.T. Crane Family
Trust, Established by Declaration of Trust dated October 8,
1993
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	July 17, 2006 as Document #0206172667, Official Records of
Kern County, California






 


Page 20









 





	 	 	 
	CA-012-001-A
	Date:

	 	February 28, 2007
	Lessor:

	 	Robert W. Muxlow, Jr., Trustee of the Robert W. Muxlow, Jr.
1997 Revocable Living Trust; Robert W. Muxlow, Jr., Trustee
for the Benefit of William Nicholas Muxlow under the terms of
the Testamentary Trust created by the Will of Robert W.
Muxlow, Sr. dated October 22, 1979; Robert W. Muxlow, Jr.,
Trustee for the Benefit of Michael Gregory Muxlow under the
terms of the Testamentary Trust created by the Will of Robert
W. Muxlow, Sr. dated October 22, 1979; Robert W. Muxlow, Jr.,
Trustee for the Benefit of Christopher Robert Muxlow under
the terms of the Testamentary Trust created by the Will of
Robert W. Muxlow, Sr. dated October 22, 1979; Robert W.
Muxlow, Jr., Trustee for the Benefit of Denise Michele Muxlow
under the terms of the Testamentary Trust created by the Will
of Robert W. Muxlow, Sr. dated October 22, 1979; Robert W.
Muxlow, Jr., Trustee for the Benefit of Kathryn Elizabeth
Muxlow under the terms of the Testamentary Trust created by
the Will of Robert W. Muxlow, Sr. dated October 22, 1979
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	July 9, 2007 as Document #0207143154, Official Records of
Kern County, California
	 
	 	 
	CA-012-002-A
	Date:

	 	July 1, 2007
	Lessor:

	 	Alfred Uihlein Elser, Jr.
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	June 4, 2008 as Document #0208088886, Official Records of
Kern County, California
	 
	 	 
	CA-023-001-A
	Date:

	 	Otcober 1, 2007
	Lessor:

	 	Tri-Valley Oil & Gas Company
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	October 19, 2007 as Document #0207211851, Official Records of
Kern County, California
	 
	 	 
	CA-025-001-A
	Date:

	 	November 1, 2005
	Lessor:

	 	Fresno Kern Associates
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	December 9, 2005 as Document #0205341919, Official Records of
Kern County, California
	 
	 	 
	CA-025-002-A
	Date:

	 	January 17, 2006
	Lessor:

	 	Leo Oliver, Trustee of the Josephine Oliver Trust
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	March 16, 2006 as Document #0206062932, Official Records of
Kern County, California






 


Page 21









 





	 	 	 
	 
	 	 
	CA-025-003-A
	Date:

	 	June 5, 2006
	Lessor:

	 	Armstrong Resources, LLC
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	June 23, 2006 as Document #0206154062, Official Records of Kern County, California
	 
	 	 
	CA-025-004-A
	Date:

	 	June 29, 2006
	Lessor:

	 	Gere Crider
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	July 21, 2006 as Document #0206178892, Official Records of Kern County, California
	 
	 	 
	CA-025-004-B
	Date:

	 	May 21, 2007
	Lessor:

	 	Ann M. Rilcoff, Trustee of the Rilcoff Trust dated May 1, 1986
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	July 9, 2007 as Document #0207143155, Official Records of Kern County, California
	 
	 	 
	CA-025-004-C
	Date:

	 	May 21, 2007
	Lessor:

	 	Betty L. Poe, Trustee U/T/A Betty L. Roy dated November 3, 1986
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	July 9, 2007 as Document #0207143156, Official Records of Kern County, California
	 
	 	 
	CA-025-004-D
	Date:

	 	May 29, 2007
	Lessor:

	 	Selma L. Alschuler, who acquired title as Selma L. Morris
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	July 9, 2007 as Document #0207143157, Official Records of Kern County, California
	 
	 	 
	CA-025-004-E
	Date:

	 	May 8, 2007
	Lessor:

	 	Virginia Bennett
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	July 9, 2007 as Document #0207143158, Official Records of Kern County, California
	 
	 	 
	CA-025-004-F
	Date:

	 	August 8, 2007
	Lessor:

	 	Frances E. Nordin, Trustee of the Walter R. Nordin and Frances E. Nordin Trust, dated November 1, 1994
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	September 17, 2007 as Document #0207191708, Official Records of Kern County, California







 


Page 22












 




	 	 	 
	CA-025-004-G
	Date:

	 	July 18, 2007
	Lessor:

	 	Frank W. Clark, Jr.
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	September 17, 2007 as Document #0207191709, Official Records of Kern County, California
	 
	 	 
	CA-025-004-H
	Date:

	 	June 21, 2007
	Lessor:

	 	Howard S. Ramsden, Donald L. Houchin and Norma Turman, as Trustees U/D/T dated June 14, 1994, known as the
“Houchin Family Trust”
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	September 17, 2007 as Document #0207191710, Official Records of Kern County, California
	 
	 	 
	CA-025-004-I
	Date:

	 	August 24, 2007
	Lessor:

	 	William Mitchell, aka William N. Mitchell
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	December 4, 2007 as Document #0207238945, Official Records of Kern County, California
	 
	 	 
	CA-025-005-A
	Date:

	 	July 20, 2006
	Lessor:

	 	Lorraine Luise Pollok Muir, fna Lorraine Luise Pollok
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	September 29, 2006 as Document #0206242616, Official Records of Kern County, California
	 
	 	 
	CA-025-005-B
	Date:

	 	July 18, 2006
	Lessor:

	 	Donald Alan Pollok
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	September 29, 2006 as Document #0206242617, Official Records of Kern County, California
	 
	 	 
	CA-025-005-C
	Date:

	 	July 24, 2006
	Lessor:

	 	Michael Bruce Pollok
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	September 29, 2006 as Document #0206242618, Official Records of Kern County, California
	 
	 	 
	CA-025-006-A
	Date:

	 	January 1, 2005
	Lessor:

	 	United States of America, CACA-046595
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	Not Recorded






 


Page 23









 





	 	 	 
	CA-025-007-A
	Date:

	 	June 25, 2007
	Lessor:

	 	William A. Dunkle, Trustee of the William A. Dunkle Revocable Trust dated August 15, 2002
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	September 17, 2007 as Document #0207191711, Official Records of Kern County, California
	 
	 	 
	CA-025-008-A
	Date:

	 	September 19, 2007
	Lessor:

	 	Leticia May Gascoin-Ruffie
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	December 4, 2007 as Document #0207238944, Official Records of Kern County, California
	 
	 	 
	CA-027-002-A
	Date:

	 	May 6, 2002
	Lessor:

	 	Oxy Resources California LLC
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	June 14, 2002 as Document #0202094987, Official Records of Kern County, California
	 
	 	 
	CA-027-003-A
	Date:

	 	May 6, 2002
	Lessor:

	 	Estate of J. D. Martin, deceased
	Lessee:

	 	Shell California Production Inc.
	Recorded:

	 	April 2, 1986 as Book 5859 Page 440, Official Records of Kern County, California
	 
	 	 
	CA-027-004-A
	Date:

	 	April 17, 1999
	Lessor:

	 	William B. Anthony and Melissa C. Anthony
	Lessee:

	 	West Best Resources, LTD.
	Recorded:

	 	March 23, 2000, as Document #0200033927, Official Records of Kern County, California
	 
	 	 
	CA-027-004-B
	Date:

	 	July 8, 1999
	Lessor:

	 	Jacqueline Williams
	Lessee:

	 	West Best Resources, LTD.
	Recorded:

	 	March 23, 2000, as Document #0200033928, Official Records of Kern County, California
	 
	 	 
	CA-027-004-C
	Date:

	 	April 12, 1999
	Lessor:

	 	Hope S. Kelly, Trustee of the H.S. Kelly Living Trust
dated May 24, 1996
	Lessee:

	 	West Best Resources, LTD.
	Recorded:

	 	March 23, 2000, as Document #0200033929, Official Records of Kern County, California






 


Page 24









 





	 	 	 
	CA-027-005-A
	Date:

	 	April 17, 1999
	Lessor:

	 	William Baxter Anthony
	Lessee:

	 	West Best Resources, LTD.
	Recorded:

	 	March 23, 2000, as Document #0200033930, Official Records of Kern County, California
	 
	 	 
	CA-027-006-A
	Date:

	 	June 5, 1999
	Lessor:

	 	Antoinette M. Guillory, who acquired title as Antoinette Marie Conner
	Lessee:

	 	West Best Resources, LTD.
	Recorded:

	 	March 23, 2000 as Document #0200033931, Official Records of Kern County, California
	 
	 	 
	CA-027-006-B
	Date:

	 	August 26, 1999
	Lessor:

	 	Wellington Loh, Jr. and Victoria Loh
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	March 23, 2000, as Document #0200033932, Official Records of Kern County, California
	 
	 	 
	CA-027-007-A
	Date:

	 	May 12, 1999
	Lessor:

	 	Robert B. Buck
	Lessee:

	 	West Best Resources, LTD.
	Recorded:

	 	March 23, 2000 as Document #0200033933, Official Records of Kern County, California
	 
	 	 
	CA-027-008-A
	Date:

	 	April 1, 2004
	Lessor:

	 	Chevron U.S.A. Inc.
	Lessee:

	 	Aera Energy LLC
	Recorded:

	 	April 29, 2004 as Document #0204096648, Official Records of Kern County, California
	 
	 	 
	CA-035-006-A
	Date:

	 	May 10, 2001
	Lessor:

	 	Ray Massoni & Marie Estelle Massoni, as Trustees of the Ray and Marie Massoni Family Trust dated July 24,1990
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013084, Official Records of Sutter County, California
	 
	 	 
	CA-035-007-A
	Date:

	 	May 10, 2001
	Lessor:

	 	Heidrick & McGinnis Properties, L.P. a California Limited Partnership, By Edith I. Heidrick and Gloria J.
McGinnis, Trustees of the Gloria J. McGinnis Trust, its General Partner
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013093, Official Records of Sutter County, California






 


Page 25









 





	 	 	 
	CA-035-008-B
	Date:

	 	March 12, 2001
	Lessor:

	 	John B, Gorin, Joseph P. Gorin, & Mary Amelia Gorin
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013080, Official Records of Sutter County, California
	 
	 	 
	CA-035-008-C
	Date:

	 	April 3, 2006
	Lessor:

	 	Carol D. Dougherty, Trustee of the William P. and Carol D. Dougherty Trust dated November 30, 1993
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	April 26, 2006 as Document #2006-0010225, Official Records of Sutter County, California
	 
	 	 
	CA-035-009-A
	Date:

	 	May 10, 2001
	Lessor:

	 	Jeffrey S. Norton, as Trustee of the Jeffrey S. Norton Revocable Trust dated April 8, 1996
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013094, Official Records of Sutter County, California
	 
	 	 
	CA-035-010-A
	Date:

	 	May 16, 2001
	Lessor:

	 	David L. Richter & Kimberly M. Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013085, Official Records of Sutter County, California
	 
	 	 
	CA-035-011-A
	Date:

	 	March 16, 2001
	Lessor:

	 	Bryan Fairlee and Marjorie Fairlee as Trustees of the Brian and Marjorie Fairlee Trust, dated October 21, 1986
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013078, Official Records of Sutter County, California
	 
	 	 
	CA-035-012-A
	Date:

	 	May 10, 2001
	Lessor:

	 	Doughtery Brothers
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013086, Official Records of Sutter County, California
	 
	 	 
	CA-035-013-A
	Date:

	 	May 10, 2001
	Lessor:

	 	Joe’s Girls, by Joseph J. Schreiner and Cleo N. Schreiner as Trustees of the Restated Schreiner Family Trust dated
April 13,1989
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013087, Official Records of Sutter County, California






 


Page 26









 





	 	 	 
	CA-035-014-A
	Date:

	 	June 11, 2001
	Lessor:

	 	Bernard Furlan and Sandra Furlan
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013099, Official Records of Sutter County, California
	 
	 	 
	CA-035-018-A
	Date:

	 	April 30, 2001
	Lessor:

	 	Bryan Fairlee and Marjorie Fairlee as Trustees of the Brian and Marjorie Fairlee Trust, dated October 21, 1986 as
subsequently restated on April 27, 1993
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013082, Official Records of Sutter County, California
	 
	 	 
	CA-035-019-A
	Date:

	 	April 5, 2001
	Lessor:

	 	Fairlee Family Ranch, a California Limited Partnership
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013083, Official Records of Sutter County, California
	 
	 	 
	CA-035-021-A
	Date:

	 	May 16, 2001
	Lessor:

	 	Mark H. Richter, Marie P. Gogin, Jane Richter Rozof, John L. Richter, David Lee Richter, Marilee Marsh, Carol
Cunningham and Paula Susan Cornia
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013107, Official Records of Sutter County, California
	 
	 	 
	CA-035-022-A
	Date:

	 	May 16, 2001
	Lessor:

	 	Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013091, Official Records of Sutter County, California
	 
	 	 
	CA-035-023-A
	Date:

	 	September 19, 2001
	Lessor:

	 	Jane Shelley Bennett
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019105, Official Records of Sutter County, California






 


Page 27









 





	 	 	 
	CA-035-023-B
	Date:

	 	September 7, 2001
	Lessor:

	 	Michael J. Shelley
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019106, Official Records of Sutter County, California
	 
	 	 
	CA-035-026-B
	Date:

	 	October 22, 2001
	Lessor:

	 	Richard Giusti and Sandra Giusti
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022242, Official Records of Sutter County, California
	 
	 	 
	CA-035-026-C
	Date:

	 	October 15, 2001
	Lessor:

	 	Linda Guisti Delbar
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022243, Official Records of Sutter County, California
	 
	 	 
	CA-035-027-A
	Date:

	 	May 16, 2001
	Lessor:

	 	Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013098, Official Records of Sutter County, California
	 
	 	 
	CA-035-029-A
	Date:

	 	May 16, 2001
	Lessor:

	 	Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013095, Official Records of Sutter County, California
	 
	 	 
	CA-035-030-A
	Date:

	 	June 1, 2001
	Lessor:

	 	Heidrick & McGinnis Properties, L.P. a California Limited Partnership, by Edith I. Heidrick and Gloria J.
McGinnis, Trustees of the Gloria J. McGinnis Trust, its General Partner
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 24, 2001 as Document #2001-0013092, Official Records of Sutter County, California






 


Page 28









 





	 	 	 
	CA-035-031-A
	Date:

	 	July 10, 2001
	Lessor:

	 	Bernard Furlan and Sandra Furlan
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	August 21, 2001 as Document #2001-0015218, Official Records of Sutter County, California
	 
	 	 
	CA-035-033-A
	Date:

	 	September 24, 2001
	Lessor:

	 	Ralph H. White, Jr. and Mildred L. White 1991 Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019085, Official Records of Sutter County, California
	 
	 	 
	CA-035-035-A
	Date:

	 	September 15, 2001
	Lessor:

	 	The Merle Anderson Revocable Living Trust, dated October 25, 1988
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022244, Official Records of Sutter County, California
	 
	 	 
	CA-035-036-A
	Date:

	 	August 21, 2001
	Lessor:

	 	Jane Osborne, as Trustee of the Jane Osborne Revocable Trust pursuant to that certain Amendment and Restatement of
Declaration of Trust dated June 29, 1999 and Anna C. Byrd, as Trustee of the Anna C. Byrd Trust under Declaration
of Trust dated October 1,1997
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017833, Official Records of Sutter County, California
	 
	 	 
	CA-035-039-A
	Date:

	 	July 26, 2001
	Lessor:

	 	The Wagener Bypass Trust dated October 6, 1979
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017834, Official Records of Sutter County, California
	 
	 	 
	CA-035-040-A
	Date:

	 	July 27, 2001
	Lessor:

	 	Tom E. Schwarzgruber, John C. Schwarzgruber, and Sue Ann Schwarzgruber
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017837 and as Document #2001-0017836 Official Records of Sutter County,
California






 


Page 29









 





	 	 	 
	CA-035-041-A
	Date:

	 	July 17, 2001
	Lessor:

	 	Edward Beall and Lou Ann Beall
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016440, Official Records of Sutter County, California
	 
	 	 
	CA-035-042-A
	Date:

	 	July 17, 2001
	Lessor:

	 	Richard D. Huston and Nancy J. Huston, Trustees of the Huston Living Trust, dated June 11, 1991
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	August 21, 2001 as Document #2001-0015223, Official Records of Sutter County, California
	 
	 	 
	CA-035-043-A
	Date:

	 	July 18, 2001
	Lessor:

	 	William P. Lockett and Jean B. Lockett 1998 Family Revocable Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016442, Official Records of Sutter County, California
	 
	 	 
	CA-035-044-A
	Date:

	 	July 26, 2001
	Lessor:

	 	Daniel P. Wagener, Trustee of the Daniel P. Wagener Children’s Trust dated June 28, 1978
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017835, Official Records of Sutter County, California
	 
	 	 
	CA-035-045-A
	Date:

	 	August 8, 2001
	Lessor:

	 	James H. Akin and Aldean Akin, Trustees of the Jim and Aldean Akin Family Trust dated December 4, 1999, James H.
Akin and Aldean Akin, James R. Akin, Susan E. Akin, Greg Abbott and Mary C. Akin
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	January 9, 2002 as Document #2002-0000592, Official Records of Sutter County, California
	 
	 	 
	CA-035-046-A
	Date:

	 	August 25, 2001
	Lessor:

	 	Holland Family Ranch
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017838, Official Records of Sutter County, California






 


Page 30









 





	 	 	 
	CA-035-048-A
	Date:

	 	July 18, 2001
	Lessor:

	 	The Arthur C. and Mette K. James Family Revocable Trust, dated August 2, 1990
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016443, Official Records of Sutter County, California
	 
	 	 
	CA-035-049-A
	Date:

	 	July 17, 2001
	Lessor:

	 	The Giusti Family Residual Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	August 21, 2001 as Document #2001-0015215, Official Records of Sutter County, California
	 
	 	 
	CA-035-050-A
	Date:

	 	July 17, 2001
	Lessor:

	 	The Giusti Family Marital Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	August 21, 2001 as Document #2001-0015216, Official Records of Sutter County, California
	 
	 	 
	CA-035-051-A
	Date:

	 	July 17, 2001
	Lessor:

	 	Richard and Sandra Giusti Family Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016437, Official Records of Sutter County, California
	 
	 	 
	CA-035-052-A
	Date:

	 	August 26, 2001
	Lessor:

	 	Roberta M. Schreiner, Trustee under the Will of William L. Schreiner, deceased and Roberta M. Schreiner
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019112, Official Records of Sutter County, California
	 
	 	 
	CA-035-053-A
	Date:

	 	August 26, 2001
	Lessor:

	 	Roberta M. Schreiner, Trustee under the Will of William L. Schreiner, deceased and Roberta M. Schreiner
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022248, Official Records of Sutter County, California
	 
	 	 
	CA-035-054-A
	Date:

	 	July 11, 2001
	Lessor:

	 	Richter Bros., Inc.
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016444, Official Records of Sutter County, California






 


Page 31









 





	 	 	 
	CA-035-055-A
	Date:

	 	July 20, 2001
	Lessor:

	 	Quad-H Ranches, Inc.
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016436, Official Records of Sutter County, California
	 
	 	 
	CA-035-056-A
	Date:

	 	July 16, 2001
	Lessor:

	 	The Emile and Simone Furlan Family Trust, dated June 6, 1996
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	August 21, 2001 as Document #2001-0015226, Official Records of Sutter County, California
	 
	 	 
	CA-035-056-B
	Date:

	 	September 22, 2006
	Lessor:

	 	Kenneth L. Wallace, Trustee of the Kenneth L. Wallace Living Trust dated June 20, 2001
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	November 17, 2006 as Document #2006-0028271, Official Records of Sutter County, California
	 
	 	 
	CA-035-057-A
	Date:

	 	July 24, 2001
	Lessor:

	 	The Restated Schreiner Family Trust, dated April 13, 1989
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016445, Official Records of Sutter County, California
	 
	 	 
	CA-035-058-A
	Date:

	 	August 20, 2001
	Lessor:

	 	John A. Driver and Clare M. Driver, Trustees of the John A. Driver and Clare M. Driver Family Revocable Trust
dated August 31, 1994
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017839, Official Records of Sutter County, California
	 
	 	 
	CA-035-059-A
	Date:

	 	July 17, 2001
	Lessor:

	 	Richard and Sandra Guisti Family Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016435, Official Records of Sutter County, California
	 
	 	 
	CA-035-060-A
	Date:

	 	August 8, 2001
	Lessor:

	 	Robert F. Stickel and Lorraine G. Stickel
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017840, Official Records of Sutter County, California






 


Page 32









 





	 	 	 
	CA-035-061-A
	Date:

	 	July 17, 2001
	Lessor:

	 	Richard and Sandra Guisti Family Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016446, Official Records of Sutter County, California
	 
	 	 
	CA-035-063-A
	Date:

	 	July 25, 2001
	Lessor:

	 	Arnold Hoffart, as Successor Trustee of the Elizabeth Riehl and Suzanne Jones Remainder Trusts under the Adam J.
Richter Trust, Arnold Hoffart, as Successor Trustee of the Kimberly Barnett Remainder Trust under the Adam J.
Richter Trust, and Arnold Hoffart, as Successor Trustee of the Remainder Trust of Adam J. Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016448, Official Records of Sutter County, California
	 
	 	 
	CA-035-064-A
	Date:

	 	July 25, 2001
	Lessor:

	 	Arnold Hoffart, as Successor Trustee of the Kimberly Barnett Remainder Trust under the Adam J. Richter Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016450, Official Records of Sutter County, California
	 
	 	 
	CA-035-065-A
	Date:

	 	July 25, 2001
	Lessor:

	 	Arnold Hoffart, as Successor Trustee of the Elizabeth Riehl and Suzanne Jones Remainder Trusts under the Adam J.
Richter Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016449, Official Records of Sutter County, California
	 
	 	 
	CA-035-066-A
	Date:

	 	August 23, 2001
	Lessor:

	 	Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017841, Official Records of Sutter County, California
	 
	 	 
	CA-035-067-A
	Date:

	 	August 23, 2001
	Lessor:

	 	Mark H. Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017842, Official Records of Sutter County, California






 


Page 33









 





	 	 	 
	CA-035-068-A
	Date:

	 	August 23, 2001
	Lessor:

	 	Mary Ruth Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017843, Official Records of Sutter County, California
	 
	 	 
	CA-035-069-A
	Date:

	 	August 23, 2001
	Lessor:

	 	Amelia Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017844, Official Records of Sutter County, California
	 
	 	 
	CA-035-070-A
	Date:

	 	August 27, 2001
	Lessor:

	 	Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter, Mark H. Richter and Susan E.
Richter, David Lee Richter and Kimberly Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019113, Official Records of Sutter County, California
	 
	 	 
	CA-035-071-A
	Date:

	 	August 23, 2001
	Lessor:

	 	Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter, Caroline Persis Dixon Zlotnich and
Charles Leonard Dixon as Trustees of the Testamentary Trust of the Last Will and Testament of Helen Knox Dixon
also known as Helen Caroline Dixon, Deceased, filed in the Superior Court of the County of Santa Clara, CA Probate
Case No. 1-96-PR-137266, Marilyn Knox Larson, Carolyn Knox Green formally known as Carolyn Knox
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019114, Official Records of Sutter County, California
	 
	 	 
	CA-035-072-A
	Date:

	 	August 23, 2001
	Lessor:

	 	Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017845, Official Records of Sutter County, California
	 
	 	 
	CA-035-073-A
	Date:

	 	August 30, 2001
	Lessor:

	 	Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	November 16, 2001 as Document #2001-0021149, Official Records of Sutter County, California






 


Page 34









 





	 	 	 
	CA-035-075-A
	Date:

	 	July 24, 2001
	Lessor:

	 	The Restated Schreiner Family Trust, dated April 13, 1989
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	September 10, 2001 as Document #2001-0016452, Official Records of Sutter County, California
	 
	 	 
	CA-035-076-A
	Date:

	 	August 15, 2001
	Lessor:

	 	Edward J. Shelley aka Edward John Shelley
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017846, Official Records of Sutter County, California
	 
	 	 
	CA-035-076-B
	Date:

	 	August 16, 2001
	Lessor:

	 	Michael J. Shelley
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017847, Official Records of Sutter County, California
	 
	 	 
	CA-035-077-A
	Date:

	 	September 19, 2001
	Lessor:

	 	Jane Shelley Bennett
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019115, Official Records of Sutter County, California
	 
	 	 
	CA-035-077-B
	Date:

	 	August 16, 2001
	Lessor:

	 	Michael J. Shelley
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019116, Official Records of Sutter County, California
	 
	 	 
	CA-035-078-A
	Date:

	 	August 23, 2001
	Lessor:

	 	Lela Driver, Trustee of the Lela Driver Revocable Living Trust under declaration of Trust dated July 15, 1991
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017848, Official Records of Sutter County, California
	 
	 	 
	CA-035-079-A
	Date:

	 	September 12, 2001
	Lessor:

	 	Roger L. Matteoli also known as Ruggiere Matteoli and Beverly Matteoli
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019117, Official Records of Sutter County, California






 


Page 35









 





	 	 	 
	CA-035-079-B
	Date:

	 	October 15, 2001
	Lessor:

	 	Marie Martin
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022251, Official Records of Sutter County, California
	 
	 	 
	CA-035-080-A
	Date:

	 	August 20, 2001
	Lessor:

	 	Thomas Adney Butler And Janet Carolyn Butler 1995 Revocable Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017851, Official Records of Sutter County, California
	 
	 	 
	CA-035-081-A
	Date:

	 	August 23, 2001
	Lessor:

	 	Norma A. Giusti, as Trustee of the Guisti Family Marital Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017852, Official Records of Sutter County, California
	 
	 	 
	CA-035-081-B
	Date:

	 	August 26, 2001
	Lessor:

	 	Linda Guisti, also known as Linda Guisti Delbar
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017853, Official Records of Sutter County, California
	 
	 	 
	CA-035-081-C
	Date:

	 	August 23, 2001
	Lessor:

	 	Richard Giusti and Sandra Giusti
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017854, Official Records of Sutter County, California
	 
	 	 
	CA-035-083-A
	Date:

	 	October 29, 2001
	Lessor:

	 	Angelo and Elva Guisti Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022253, Official Records of Sutter County, California
	 
	 	 
	CA-035-084-A
	Date:

	 	September 4, 2001
	Lessor:

	 	Marietta G. Leiser and Marietta G. Leiser, Trustee of the Testamentary Trust of Phil K. Leiser, deceased
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	February 25, 2002 as Document #2002-0003665, Official Records of Sutter County, California






 


Page 36









 





	 	 	 
	CA-035-085-A
	Date:

	 	September 9, 2001
	Lessor:

	 	Daniel P. Wagener, as Trustee of the Wagener Bypass Trust, dated October 6, 1978
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 18, 2001 as Document #2001-0019121, Official Records of Sutter County, California
	 
	 	 
	CA-035-087-A
	Date:

	 	October 22, 2001
	Lessor:

	 	Richard Giusti and Sandra Giusti
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022255, Official Records of Sutter County, California
	 
	 	 
	CA-035-088-A
	Date:

	 	September 3, 2002
	Lessor:

	 	Arnold Hoffart, as Successor Trustee of the Elizabeth Riehl and Suzanne Jones Remainder Trusts under the Adam J.
Richter Trust and Arnold Hoffart, Successor Trustee of the Kimberly Barnett Remainder Trust under the Adam J.
Richter Trust and Arnold Hoffart, Successor Trustee of the Remainder Trust of Adam J. Richter Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2002 as Document #2002-0025001, Official Records of Sutter County, California
	 
	 	 
	CA-035-089-A
	Date:

	 	August 27, 2001
	Lessor:

	 	Mette K. James, also known as Mette L. James
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	October 2, 2001 as Document #2001-0017856, Official Records of Sutter County, California
	 
	 	 
	CA-035-090-A
	Date:

	 	December 12, 2001
	Lessor:

	 	Heidrick & McGinnis Properties, L.P. a California Limited Partnership, by Edith I. Heidrick and Gloria J.
McGinnis, Trustees of the Gloria J. McGinnis Trust, its General Partner
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	January 24, 2002 as Document #2002-0001591, Official Records of Sutter County, California
	 
	 	 
	CA-035-091-A

	 	 
	Date:

	 	October 13, 2001
	Lessor:

	 	William Ashley Payne
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022256, Official Records of Sutter County, California






 


Page 37









 





	 	 	 
	CA-035-091-B
	Date:

	 	October 13, 2001
	Lessor:

	 	Robert B. Payne
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022257, Official Records of Sutter County, California
	 
	 	 
	CA-035-094-A
	Date:

	 	November 8, 2001
	Lessor:

	 	Davis C. Bundock, Jr. and Nurene E. Bundock, Trustees of the Bundock Family Trust dated January 14,1991
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	January 9, 2002 as Document #2002-0000593, Official Records of Sutter County, California
	 
	 	 
	CA-035-094-B
	Date:

	 	November 8, 2001
	Lessor:

	 	Beatrice Ann Huber
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	January 9, 2002 as Document #2002-0000594, Official Records of Sutter County, California
	 
	 	 
	CA-035-095-A
	Date:

	 	October 29, 2001
	Lessor:

	 	Dolores Azevedo
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	January 9, 2002 as Document #2002-0000595, Official Records of Sutter County, California
	 
	 	 
	CA-035-095-B
	Date:

	 	November 11, 2001
	Lessor:

	 	Mary Baldwin
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	January 9, 2002 as Document #2002-0000596, Official Records of Sutter County, California
	 
	 	 
	CA-035-096-A
	Date:

	 	October 26, 2001
	Lessor:

	 	James F. Waters and Bernice E. Waters, as Trustees of the Waters Family Trust under Declaration of Trust dated
October 23, 1996
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 4, 2001 as Document #2001-0022258, Official Records of Sutter County, California
	 
	 	 
	CA-035-098-A
	Date:

	 	January 28, 2002
	Lessor:

	 	Irene J. Meckfessel, Trustee under the Will of Alexander F. Johnson, deceased
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	May 9, 2002 as Document #2002-0009161, Official Records of Sutter County, California






 


Page 38









 





	 	 	 
	CA-035-100-A
	Date:

	 	February 4, 2002
	Lessor:

	 	Norma A. Giusti, as Trustee of the Guisti Family Revocable Trust, Norma A. Giusti, as Trustee of the Guisti Family
Marital Trust, and Norma A. Giusti, as Trustee of the Guisti Family Residual Trust
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	May 9, 2002 as Document #2002-0009162, Official Records of Sutter County, California
	 
	 	 
	CA-035-101-A
	Date:

	 	February 4, 2002
	Lessor:

	 	Frank Giusti and Sons
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	May 9, 2002 as Document #2002-0009163, Official Records of Sutter County, California
	 
	 	 
	CA-035-102-A
	Date:

	 	February 25, 2002
	Lessor:

	 	Hust Bros., Inc.
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	May 9, 2002 as Document #2002-0009164, Official Records of Sutter County, California
	 
	 	 
	CA-035-103-A
	Date:

	 	July 1, 2003
	Lessor:

	 	Timothy W. Cusick and Gayle A. Cusick
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	Dec 10, 2003 as Document #2003-0034595, Official Records of Sutter County, California
	 
	 	 
	CA-035-104-A
	Date:

	 	July 1, 2003
	Lessor:

	 	Mette K. James
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	December 10, 2003 as Document #2003-0034596, Official Records of Sutter County, California
	 
	 	 
	CA-035-105-B
	Date:

	 	May 13, 2004
	Lessor:

	 	Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 8, 2004 as Document #2004-0018408, Official Records of Sutter County, California






 


Page 39









 





	 	 	 
	CA-035-106-B
	Date:

	 	March 23, 2004
	Lessor:

	 	Ray Massoni and Marie Estelle Massoni, as Trustees of the Ray and Marie Massoni Family Trust dated July 24, 1990
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	April 27, 2004 as Document #2004-0010688, Official Records of Sutter County, California
	 
	 	 
	CA-035-106-C
	Date:

	 	May 13, 2004
	Lessor:

	 	Heidrick & McGinnis Properties, L.P. a California Limited Partnership, by Gloria J. McGinnis, Trustee of the
Gloria J. McGinnis Trust, its General Partner
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	July 8, 2004 as Document #2004-0018409, Official Records of Sutter County, California
	 
	 	 
	CA-035-107-B
	Date:

	 	April 24, 2004
	Lessor:

	 	Michael James Mullen, Successor Trustee under the Dorothy E. Mullen Revocable Trust dated December 14, 1990
	Lessee:

	 	The Nahabedian Exploration Group, LLC
	Recorded:

	 	May 25, 2004 as Document #2004-0013796, Official Records of Sutter County, California
	 
	 	 
	CA-035-108-A
	Date:

	 	October 2, 2001
	Lessor:

	 	William A. Driver, Paula D. Shimada, also known as Paula A. Driver and Mary A. McDermott
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	January 11, 2002 as Document #2002-0001600-00, Official Records of Yolo County, California
	 
	 	 
	CA-035-109-A
	Date:

	 	February 11, 2002
	Lessor:

	 	Irene J. Meckfessel, Trustee under the Will of Alexander F. Johnson, deceased
	Lessee:

	 	Hamar Associates, LLC
	Recorded:

	 	May 9, 2002 as Document #2002-0019753-00, Official Records of Yolo County, California
	 
	 	 
	CA-035-111-A
	Date:

	 	May 10, 2005
	Lessor:

	 	Glen A. Barton and Gloria L. Barton, Trustees under Declaration of Trust dated May 12, 1989
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 15, 2005 as Document #2005-0033938-00, Official Records of Yolo County, California






 


Page 40









 





	 	 	 
	CA-035-112-A
	Date:

	 	April 25, 2005
	Lessor:

	 	B. E. Giovannetti, Trustee of the Marital Trust created under the Will of Mary Giovannetti
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 15, 2005 as Document #2005-0033939-00, Official Records of Yolo County, California
	 
	 	 
	CA-035-113-A
	Date:

	 	June 8, 2005
	Lessor:

	 	Philip J. Craner Family Trust dated February 9, 1988
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	July 20, 2005 as Document #2005-0034706-00, Official Records of Yolo County, California
	 
	 	 
	CA-035-113-B
	Date:

	 	August 16, 2007
	Lessor:

	 	Knights Landing Investors, LLC
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	October 3, 2007 as Document #2007-0034265-00, Official Records of Yolo County, California
	 
	 	 
	CA-035-114-A
	Date:

	 	July 1, 2005
	Lessor:

	 	Mildred Heidrick, Trustee of theThe Survivor’sTrust under the Trust Agreement dated August 4, 1987 and The Bypass
Trust under the Trust Agreement dated August 4, 1987
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	November 7, 2005 as Document #2005-0055687-00, Official Records of Yolo County, California
	 
	 	 
	CA-035-115-A
	Date:

	 	June 20, 2005
	Lessor:

	 	Trini A. Bidegain, as Trustee of the Trini A. Bidegain Revocable Trust under Declaration of Trust dated August 31,
2004 and Louise Martin Kobellas, who acquired title as Louise Martin
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	October 13, 2005 as Document #2005-0030747, Official Records of Sutter County, California






 


Page 41









 





	 	 	 
	CA-035-116-A
	Date:

	 	June 1, 2006
	Lessor:

	 	Teichert Land Co.
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	September 7, 2006 as Document #2006-0021887, Official Records
of Sutter County, California
	 
	 	 
	CA-035-117-A
	Date:

	 	May 15, 2006
	Lessor:

	 	Green Valley Corporation, Case B. Swenson, DL Goose Farms,
LLC, SL Goose Farms, LLC, Dane O. Lowry and Cherilyn L. Lowry
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	December 6, 2006 as Document #2006-0029615, Official Records
of Sutter County, California
	 
	 	 
	CA-035-119-A
	Date:

	 	July 20, 2006
	Lessor:

	 	Jane Horgan
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 13, 2006 as Document #2006-0040392-00, Official
Records of Yolo County, California
	 
	 	 
	CA-035-119-B
	Date:

	 	August 9, 2006
	Lessor:

	 	David Allan Kindelt
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 13, 2006 as Document #2006-0040393-00, Official
Records of Yolo County, California
	 
	 	 
	CA-035-119-C
	Date:

	 	August 10, 2006
	Lessor:

	 	Daniel Carl Kindelt
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 13, 2006 as Document #2006-0040394-00, Official
Records of Yolo County, California
	 
	 	 
	CA-035-119-D
	Date:

	 	August 10, 2006
	Lessor:

	 	John Edward Kindelt
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	October 13, 2006 as Document #2006-0040395-00, Official
Records of Yolo County, California






 


Page 42









 





	 	 	 
	CA-035-120-A
	Date:

	 	March 7, 2007
	Lessor:

	 	Jane Osborne, Trustee of the Jane Osborne Revocable Trust
Under Declaration of Trust dated June 29, 1999
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	March 27, 2007 as Document #2007-0006301, Official Records of
Sutter County, California
	 
	 	 
	CA-035-120-B
	Date:

	 	March 7, 2007
	Lessor:

	 	Anna C. Byrd, as Trustee of the Anna C. Byrd Trust under
Declaration of Trust dated October 1, 1997
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	March 27, 2007 as Document #2007-0006302, Official Records of
Sutter County, California
	 
	 	 
	CA-035-121-A
	Date:

	 	March 20, 2007
	Lessor:

	 	Jane Osborne, Trustee of the Jane Osborne Revocable Trust
pursuant to that Amendment and Restatement of Declaration of
Trust dated June 29, 1999
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	April 16, 2007 as Document #2007-0007727, Official Records of
Sutter County, California
	 
	 	 
	CA-035-121-B
	Date:

	 	March 20, 2007
	Lessor:

	 	Anna C. Byrd, as Trustee of the Anna C. Byrd Trust
established by Declaration of Trust dated October 1, 1997
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	April 16, 2007 as Document #2007-0007728, Official Records of
Sutter County, California
	 
	 	 
	CA-035-122-A
	Date:

	 	April 10, 2007
	Lessor:

	 	Sutter Basin Corporation
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
	Recorded:

	 	May 4, 2007 as Document #2007-0009215, Official Records of
Sutter County, California






 


Page 43









 





	 	 	 
	CA-035-123-A
	Date:

	 	April 6, 2007
	Lessor:

	 	James V. Christison and Stacey L. Christison
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	May 23, 2007 as Document #2007-0010592, Official Records of Sutter County, California
	 
	 	 
	CA-035-124-A
	Date:

	 	July 20, 2007
	Lessor:

	 	Richter Bros., Inc.
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	September 12, 2007 as Document #2007-0018096, Official Records of Sutter County, California
	 
	 	 
	CA-035-125-A
	Date:

	 	July 20, 2007
	Lessor:

	 	Kenneth L. Wallace, Trustee of the Kenneth L. Wallace Living Trust, dated June 20, 2001
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	September 12, 2007 as Document #2007-0018095, Official Records of Sutter County, California
	 
	 	 
	CA-035-126-A
	Date:

	 	July 20, 2007
	Lessor:

	 	Richter Bros., Inc.
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	September 12, 2007 as Document #2007-0018094, Official Records of Sutter County, California
	 
	 	 
	CA-035-127-A
	Date:

	 	August 2, 2007
	Lessor:

	 	Sutter Basin Corporation
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	September 27, 2007 as Document #2007-0019137, Official Records of Sutter County, California
	 
	 	 
	CA-035-128-A
	Date:

	 	March 14, 2008
	Lessor:

	 	Teichert Land Co.
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporation
	Recorded:

	 	April 18, 2008 as Document #2008-0006712, Official Records of Sutter County, California






 


Page 44









 





	 	 	 
	CA-037-001-A
	Date:

	 	November 10, 2003
	Lessor:

	 	Aera Energy LLC
	Lessee:

	 	Trio Petroleum Inc.
	Recorded:

	 	July 6, 2004, as Document #0204155741, Official Records of Kern County, California
	 
	 	 
	CA-037-004-A
	Date:

	 	December 2, 2005
	Lessor:

	 	A. Crawford Cooley and Jess Porter Cooley
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc., in California, a Nevada Corporation
	Recorded:

	 	February 6, 2006 as Document #0206030510, Official Records of Kern County, California
	 
	 	 
	CA-037-004-B
	Date:

	 	February 16, 2006
	Lessor:

	 	William Lent Porter
	Lessee:

	 	Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc., in California, a Nevada Corporation
	Recorded:

	 	April 3, 2006 as Document #0206080816, Official Records of Kern County, California
	 
	 	 
	CA-037-005-A
	Date:

	 	February 12, 2007
	Lessor:

	 	Lois L. Poppino and Stephen L. Poppino, as joint tenants, and Lois L. Poppino
	Lessee:

	 	Maverick Petroleum, Inc.
	Recorded:

	 	June 7, 2007 as Document #0207121362, Official Records of Kern County, California
	 
	 	 
	CA-037-005-B
	Date:

	 	February 14, 2007
	Lessor:

	 	Stephen Hubert Kautz
	Lessee:

	 	Maverick Petroleum, Inc.
	Recorded:

	 	June 7, 2007 as Document #0207121359, Official Records of Kern County, California
	 
	 	 
	CA-037-005-C
	Date:

	 	February 6, 2007
	Lessor:

	 	Robert Raymond Kautz
	Lessee:

	 	Maverick Petroleum, Inc.
	Recorded:

	 	June 7, 2007 as Document #0207121361, Official Records of Kern County, California
	 
	 	 
	CA-037-005-D
	Date:

	 	February 6, 2007
	Lessor:

	 	Susan Leslie Tokuda
	Lessee:

	 	Maverick Petroleum, Inc.
	Recorded:

	 	June 7, 2007 as Document #0207121360, Official Records of Kern County, California






 


Page 45









 





	 	 	 
	CA-037-006-A
	Date:

	 	Not available yet
	Lessor:

	 	WRBD II LP
	Lessee:

	 	Hexadyne Energy Corporation
	Recorded:

	 	Not recorded yet
	 
	 	 
	CA-039-002-A
	Date:

	 	September 1, 2005
	Lessor:

	 	Aera Energy LLC
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	September 15, 2005 as Document #0205253339, Official Records of Kern County, California
	 
	 	 
	CA-039-003-A
	Date:

	 	October 7, 2006
	Lessor:

	 	California Minerals, L.P.
	Lessee:

	 	Ivanhoe Energy (USA) Inc.
	Recorded:

	 	November 7, 2006 as Document #0206275527, Official Records of Kern County, California
	 
	 	 
	TX-001-001-A
	Date:

	 	March 7, 2000
	Lessor:

	 	Andrew A. Bradford Trust for Bradford J. Armstrong, Elizabeth Armstrong and Anthony J. Armstrong
	Lessee:

	 	Ausland Production Company
	Recorded:

	 	May 17, 2000 as Document #8405 Volume 1775 Page 98, Official Records of Midland County, Texas
	 
	 	 
	TX-001-001-B
	Date:

	 	March 7, 2000
	Lessor:

	 	Jane Bradford Armstrong
	Lessee:

	 	Ausland Production Company
	Recorded:

	 	May 17, 2000 as Document #8404 Volume 1775 Page 95, Official Records of Midland County, Texas
	 
	 	 
	TX-001-002-A
	Date:

	 	January 17, 2000
	Lessor:

	 	J. Kennard Windham, Mindy Lynn Windham Beard, Kennard Cavness Windham, Diane Davidson Claiborne Carol Lynn
Windham, Elaine Davidson Smith, James T. Windham and Betty Jo Windham
	Lessee:

	 	Atlantic Richfield Company
	Recorded:

	 	April 18, 2000 as Document #6463 Volume 1765 Page 391, Official Records of Midland County, Texas
	 
	 	 
	TX-001-005-A
	Date:

	 	July 30, 2000
	Lessor:

	 	Texaco Exploration and Production Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	January 12, 2001 as Document #583 Volume 1832 Page 715, Official Records of Midland County, Texas






 


Page 46









 





	 	 	 
	TX-001-006-A
	Date:

	 	October 24, 2000
	Lessor:

	 	Texaco Exploration and Production Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	January 19, 2001 as Document #959 Volume 1834 Page 271, Official Records of Midland County, Texas
	 
	 	 
	TX-001-007-A
	Date:

	 	September 10, 2000
	Lessor:

	 	Texaco Exploration and Production Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	January 12, 2001 as Document #584 Volume 1832 Page 719, Official Records of Midland County, Texas
	 
	 	 
	TX-001-008-A
	Date:

	 	October 3, 2000
	Lessor:

	 	Texaco Exploration and Production Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	January 19, 2001 as Document #960 Volume 1834 Page 275, Official Records of Midland County, Texas
	 
	 	 
	TX-001-009-A
	Date:

	 	October 14, 2000
	Lessor:

	 	Texaco Exploration and Production Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	March 28, 2001 as Document #5067 Volume 1851 Page 595, Official Records of Midland County, Texas
	 
	 	 
	TX-001-016-A
	Date:

	 	May 10, 2001
	Lessor:

	 	Chevron U.S.A. Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	September 12, 2002 as Document #18243 Volume 2042 Page 816, Official Records of Midland County, Texas
	 
	 	 
	TX-001-017-A
	Date:

	 	May 27, 2001
	Lessor:

	 	Chevron U.S.A. Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	September 12, 2002 as Document #18244 Volume 2042 Page 821, Official Records of Midland County, Texas
	 
	 	 
	TX-001-018-A
	Date:

	 	June 13, 2000
	Lessor:

	 	Texaco Exploration and Production Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	November 6, 2000 as Document #18397 Volume 1820 Page 217, Official Records of Midland County, Texas






 


Page 47









 





	 	 	 
	TX-001-019-A
	Date:

	 	July 12, 2000
	Lessor:

	 	Texaco Exploration and Production Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	October 18, 2000 as Document #17290 Volume 1815 Page 728, Official Records of Midland County, Texas
	 
	 	 
	TX-001-020-A
	Date:

	 	August 18, 2000
	Lessor:

	 	Texaco Exploration and Production Inc.
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	November 29, 2000 as Document #19520 Volume 1824 Page 104, Official Records of Midland County, Texas
	 
	 	 
	TX-006-001-A
	Date:

	 	January 2, 2001
	Lessor:

	 	Apache Corporation
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	March 7, 2001 as Document #3723 Volume 1846 Page 229, Official Records of Midland County, Texas
	 
	 	 
	TX-006-002-A
	Date:

	 	January 2, 2001
	Lessor:

	 	Apache Corporation
	Lessee:

	 	Discovery Operating, Inc.
	Recorded:

	 	March 7, 2001 as Document #3724 Volume 1846 Page 233, Official Records of Midland County, Texas
	 
	 	 
	WY-001-001-A
	Date:

	 	January 10, 1981
	Lessor:

	 	Donald B. Roberts, B.M. Stewart and Sheri Vineyard
	Lessee:

	 	Exoil Services, Inc.
	Recorded:

	 	February 4, 1981, in Book 87, Page 189
Official Records of Weston County, Wyoming
	 
	 	 
	WY-001-002-A
	Date:

	 	Effective September 1, 1953
	Lessor:

	 	U.S. Department of the Interior, Bureau of Land Management,
Serial #W-022180-A
	Lessee:

	 	Edel P. Smith
	Recorded:

	 	Not recorded
	 
	 	 
	WY-001-003-A
	Date:

	 	Effective December 1, 1999
	Lessor:

	 	U.S. Department of the Interior, Bureau of Land Management,
Serial #W-149512
	Lessee:

	 	Cove Energy
	Recorded:

	 	Not recorded






 


Page 48









 





	 	 	 
	WY-001-008-A
	Date:

	 	Effective February 1, 2006
	Lessor:

	 	U.S. Department of the Interior, Bureau of Land Management,
Serial #WYW-164905
	Lessee:

	 	Pacer Energy LLC
	Recorded:

	 	Not recorded
	 
	 	 
	WY-001-009-A
	Date:

	 	Effective October 1, 2006
	Lessor:

	 	U.S. Department of the Interior, Bureau of Land Management,
Serial #WYW-173101
	Lessee:

	 	Pacer Energy LLC
	Recorded:

	 	Not recorded






Rights of Way, License Agreements

Surface Use Agreements




KNIGHTS LANDING PROSPECT





Brian & Marjorie Fairlee/Ivanhoe Gas Pipeline Letter Agreement (R/W) dated January
10, 2005




Richter Brothers, Inc./Ivanhoe Gas Pipeline Facilities, Road and Road Improvement
Easement dated February 7, 2005




William P. & Carol C. Dougherty Trust, et al/Ivanhoe Pipeline Facilities and Road
Easement (transportation of gas & water), signed and dated in counterparts on
February 8, 2005, February 18, 2005, February 24, 2005 and March 28, 2005




Paula Susan Cornia, et al/Ivanhoe Pipeline Facilities Easement signed and dated in
counterparts on February 7, 2005, February 17, 2005, February 19, 2005 and February
25, 2005




Kenneth L. Wallace Living Trust/Ivanhoe Surface Use Agreement and Conversion of
Wallace #4-17 Well to Water Disposal Well dated May 29, 2005



SOUTH MIDWAY SUNSET FIELD





Aera/Ivanhoe Electric Pole Line License Agreement dated February 1, 2001




Robert Ballagh McGregor/Ivanhoe Electric Pole Line License Agreement dated February
27, 2001


 


Page 49









 





PG&E/Ivanhoe Utility Service Installation dated April 2, 2001




Berry Petroleum/Ivanhoe Water License Agreement dated August 21, 2001




Holmes Western Oil Corp./Ivanhoe Pipeline Right-of-Way Easement dated December 19,
2001




Berry Petroleum/Ivanhoe Gas/Oil License Agreement dated October 30, 2002




US Dept. of the Interior & BLM/Ivanhoe Right-of-Way, CA-CA-43743 dated effective
February 25, 2002




C. Ray De Clue, et al/Ivanhoe Right-of-Way Agreement dated November 20,2002



NORTH SALT CREEK





Plains Exploration Company/Ivanhoe Gas Pipeline Agreement dated August 9, 2005




 


Page 50











 




EXHIBIT B



WELLS AND INTERESTS




 


 









 







Exhibit “B”



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




WELLS AND INTERESTS




(Attached)





 


 









 







Exhibit B




	 	 	 
	Field

	 	Midway Sunset
	Lessor

	 	Aera Energy LLC






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	Petra	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	Well	 	Symbol	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Label	 	Code	 	Status	 	%	 	 	%	 	 	%	 	 	PO Balance	 	%	 	 	%	 	 	%	 
	 
	4030276170000
	 	16X-2	 	SUS	 	Set Pipe Thru Pliocene	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030232320000
	 	212N	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030230290000
	 	212S	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227660000
	 	222P	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030249400000
	 	222R	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030213900000
	 	222T	 	PAOS	 	P&A	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030231890000
	 	251L	 	PAOS	 	P&A	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030213880000
	 	251S	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030275470000
	 	251W	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030213890000
	 	252H	 	OIL	 	Shut In	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030249390000
	 	262A-19	 	PAOS	 	P&A	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030221830000
	 	272J	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030221840000
	 	272K	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030273850000
	 	272L	 	INJ	 	On Injection	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030199840000
	 	272M	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227630000
	 	272R	 	INJ	 	On Injection	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227900000
	 	272S	 	INJ	 	On Injection	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227890000
	 	273D	 	INJ	 	Shut In	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030249380000
	 	274F-13	 	PAOS	 	Set Pipe Thru Antelope	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030211830000
	 	282P	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030221850000
	 	282R	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030221860000
	 	282S	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227650000
	 	282T	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227860000
	 	283A	 	INJ	 	On Injection	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227870000
	 	283B	 	INJ	 	On Injection	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227880000
	 	283C	 	INJ	 	On Injection	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030208170000
	 	78-12	 	GAS	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030346590000
	 	97X-10	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030275480000
	 	97X-2	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030318900000
	 	97X-3	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030346560000
	 	97X-4	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030346570000
	 	97X-5	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030346580000
	 	97X-6	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030346600000
	 	97X-7	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030160980000
	 	A-1	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030163070000
	 	A-10	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030174490000
	 	A-11	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030174500000
	 	A-12	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030174510000
	 	A-13	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030174520000
	 	A-14	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030228330000
	 	A-16	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030188260000
	 	A-17	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030188270000
	 	A-18	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030188280000
	 	A-19	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030160990000
	 	A-2	 	CONWIW	 	On Disposal	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030188360000
	 	A-21	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030203370000
	 	A-22	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227610000
	 	A-24	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030302310000
	 	A-25	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030249360000
	 	A-26	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030302320000
	 	A-27	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030161000000
	 	A-3	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030162180000
	 	A-4	 	CONWIW	 	On Disposal	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030162340000
	 	A-5	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030162350000
	 	A-6	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030163040000
	 	A-7	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030163050000
	 	A-8	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030163060000
	 	A-9	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030168220000
	 	B-1	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030172210000
	 	B-10	 	DRLWIW	 	On Injection	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030172220000
	 	B-11	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030172230000
	 	B-12	 	OIL	 	Shut In	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030172240000
	 	B-13	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030174360000
	 	B-17	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030174370000
	 	B-18	 	OIL	 	Shut In	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030177560000
	 	B-19	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030170140000
	 	B-2	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030227910000
	 	B-20	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030276180000
	 	B-22	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 






 


Page 52









 



Exhibit B




	 	 	 
	Field

	 	Midway Sunset
	Lessor

	 	Aera Energy LLC







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	Petra	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	Well	 	Symbol	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Label	 	Code	 	Status	 	%	 	 	%	 	 	%	 	 	PO Balance	 	%	 	 	%	 	 	%	 
	 
	4030276190000
	 	B-23	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030207560000
	 	B-24	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030207570000
	 	B-26	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030346540000
	 	B-27	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030346550000
	 	B-28	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030170500000
	 	B-3	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030170510000
	 	B-4	 	PAOS	 	P&A	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030170520000
	 	B-5	 	CONWIW	 	On Disposal	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030171520000
	 	B-7	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030171530000
	 	B-8	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030172200000
	 	B-9	 	OIL	 	On Prod	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030274010000
	 	TO-1	 	SRV	 	Temp Obs	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 
	4030274020000
	 	TO-2	 	SRV	 	Converted to Stem Inj	 	 	100	 	 	 	91.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	91.5	 	 	 	1.446	 







 


Page 53









 







Exhibit B




	 	 	 
	Field

	 	Midway Sunset
	Lessor

	 	Holmes Western Oil Corp






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	 	 	Petra	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	Well	 	 	Symbol	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Label	 	 	Code	 	Status	 	%	 	 	%	 	 	%	 	 	PO Balance	 	%	 	 	%	 	 	%	 
	 
	03016541
	 	 	1	 	 	OIL	 	On Prod	 	 	0	 	 	 	0	 	 	 	1.446	 	 	Not Applicable	 	 	0	 	 	 	0	 	 	 	1.446	 
	03016542
	 	 	2	 	 	OIL	 	On Prod	 	 	0	 	 	 	0	 	 	 	1.446	 	 	Not Applicable	 	 	0	 	 	 	0	 	 	 	1.446	 
	03019467
	 	 	3	 	 	OIL	 	On Prod	 	 	0	 	 	 	0	 	 	 	1.446	 	 	Not Applicable	 	 	0	 	 	 	0	 	 	 	1.446	 







 


Page 54









 







Exhibit B




	 	 	 
	Field

	 	Midway Sunset
	Lessor

	 	Tricor and Spreckles






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	Petra	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	Well	 	Symbol	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Label	 	Code	 	Status	 	%	 	 	%	 	 	%	 	 	PO Balance	 	%	 	 	%	 	 	%	 
	 
	4030275490000
	 	7X-1	 	OIL	 	On Prod	 	 	100	 	 	 	76.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	76.5	 	 	 	1.446	 
	4030302300000
	 	7X-2	 	OIL	 	On Prod	 	 	100	 	 	 	76.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	76.5	 	 	 	1.446	 
	4030304100000
	 	7X-3	 	OIL	 	On Prod	 	 	100	 	 	 	76.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	76.5	 	 	 	1.446	 
	403034653 0000
	 	7X-4	 	OIL	 	On Prod	 	 	100	 	 	 	76.5	 	 	 	1.446	 	 	Not Applicable	 	 	100	 	 	 	76.5	 	 	 	1.446	 







 


Page 55









 







Exhibit B




	 	 	 
	Field

	 	North West Lost Hills
	Lessor

	 	Federal USA-CACA-2855






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	Petra	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	 	 	Symbol	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Well Label	 	Code	 	Status	 	%	 	 	%	 	 	%	 	 	PO Balance	 	%	 	 	%	 	 	%	 
	 
	03006815
	 	Federal 27-1	 	Oil	 	Shut In	 	 	50.00	%	 	 	40.625	%	 	Varies	 	Not Applicable	 	 	50.00	%	 	 	40.625	%	 	Varies
	02951815
	 	CalEx Federal 21-1	 	Oil	 	On Prod	 	 	0	 	 	 	0	 	 	 	3.00	%	 	Not Applicable	 	 	0	 	 	 	0	 	 	 	3.00	%
	02972462
	 	CalEx 21-3	 	Oil	 	On Prod	 	 	0	 	 	 	0	 	 	 	3.00	%	 	Not Applicable	 	 	0	 	 	 	0	 	 	 	3.00	%
	03020592
	 	Almond Crest D-21	 	Oil	 	On Prod	 	 	0	 	 	 	0	 	 	 	3.00	%	 	Not Applicable	 	 	0	 	 	 	0	 	 	 	3.00	%







 


Page 56









 







Exhibit B




	 	 	 
	Field

	 	Salt Creek
	Lessor

	 	Aera Energy, LLC






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	Petra	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	Well	 	Symbol	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Label	 	Code	 	Status	 	%	 	 	%	 	 	%	 	 	PO Balance	 	%	 	 	%	 	 	%	 
	 
	4030267430000
	 	SC 1	 	GAS	 	On Prod	 	 	24.00	 	 	 	18.72	%	 	 	0.00	 	 	Not Applicable	 	 	24.00	 	 	 	18.72	 	 	 	0.00	 
	4030281440000
	 	SC 2	 	OIL	 	On Prod	 	 	24.00	 	 	 	18.72	%	 	 	0.00	 	 	Not Applicable	 	 	24.00	 	 	 	18.72	 	 	 	0.00	 
	4030281450000
	 	SC 3	 	OIL	 	On Prod	 	 	24.00	 	 	 	18.72	%	 	 	0.00	 	 	Not Applicable	 	 	24.00	 	 	 	18.72	 	 	 	0.00	 
	4030323710000
	 	SC 4	 	OIL	 	On Prod	 	 	24.00	 	 	 	18.72	%	 	 	0.00	 	 	Not Applicable	 	 	24.00	 	 	 	18.72	 	 	 	0.00	 
	4030377000000
	 	SC 5	 	OIL	 	On Prod	 	 	24.00	 	 	 	18.72	%	 	 	0.00	 	 	Not Applicable	 	 	24.00	 	 	 	18.72	 	 	 	0.00	 
	4030372710000
	 	SC 6	 	OIL	 	On Prod	 	 	24.00	 	 	 	18.72	%	 	 	0.00	 	 	Not Applicable	 	 	24.00	 	 	 	18.72	 	 	 	0.00	 
	4030372720000
	 	SC 7	 	OIL	 	On Prod	 	 	24.00	 	 	 	18.72	%	 	 	0.00	 	 	Not Applicable	 	 	24.00	 	 	 	18.72	 	 	 	0.00	 
	4030373540000
	 	WD 1-17	 	Water Disp	 	On Prod	 	 	24.00	 	 	 	18.72	%	 	 	0.00	 	 	Not Applicable	 	 	24.00	 	 	 	18.72	 	 	 	0.00	 







 


Page 57









 







Exhibit B




	 	 	 
	Field

	 	SE Lost Hills
	Lessor

	 	Citrus






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	 	 	Petra	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	Well	 	 	Symbol	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Label	 	 	Code	 	Status	 	%	 	 	%	 	 	%	 	 	PO Balance	 	%	 	 	%	 	 	%	 
	 
	03023384
	 	 	1	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%
	03024914
	 	 	2	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%
	03024915
	 	 	3	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%
	03029368
	 	 	4	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%
	03030372
	 	 	5	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%
	03030377
	 	 	6	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%
	03031247
	 	 	7	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%
	03033767
	 	 	8	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%
	03035249
	 	 	9	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%
	03037459
	 	 	10	 	 	Oil	 	On Prod	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%	 	Not Applicable	 	 	0.00	 	 	 	0.00	 	 	 	1.21929	%







 


Page 58









 







Exhibit B




	 	 	 
	Field

	 	Sprayberry, Midland County, Tx
	Lessor
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	Petra	 	 	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	 	 	Symbol	 	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	PO	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Well Label	 	Code	 	Status	 	Lease	 	%	 	 	%	 	 	%	 	 	Balance	 	%	 	 	%	 	 	%	 
	 
	329-34501
	 	Bradford 36 #1 Bradford 36SWD	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.36: E/2 NW/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	None	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34619
	 	Bradford 36 #2	 	Casing Leak	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	329-34313
	 	TXLV 39 #1	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.39: E/2 NW/4	 	 	48.075	%	 	 	36.06	%	 	 	0	%	 	NA	 	 	48.075	%	 	 	36.06	%	 	 	0	%
	329-34322
	 	TXLV 39 #2	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.39 W/2 NE/4	 	 	48.075	%	 	 	36.06	%	 	 	0	%	 	NA	 	 	48.075	%	 	 	36.06	%	 	 	0	%
	329-34321
	 	TXLV 39 #3	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.39 W/2 SE/4	 	 	48.075	%	 	 	36.06	%	 	 	0	%	 	NA	 	 	48.075	%	 	 	36.06	%	 	 	0	%
	329-34320
	 	TXLV 39 #4	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.39 E/2 SW/4	 	 	48.075	%	 	 	36.06	%	 	 	0	%	 	NA	 	 	48.075	%	 	 	36.06	%	 	 	0	%
	329-34586
	 	TXLV 41 #1	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.41 E/2 NE/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34548
	 	TXLV 41 #2	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.41 W/2 NW/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34363
	 	TXLV 43 #1	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.43 E/2 SW/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34353
	 	TXLV 43 #2	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.43 E/2 NW/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34364
	 	TXLV 43 #3	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.43 S/2 NE/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34365
	 	TXLV 43 #4	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.43 E/2 SE/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34347
	 	Windham 38 #1	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.38 W/2 NW	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34392
	 	Windham 38 #2	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.38 E/2 SE/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34456
	 	Windham 40 #1	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.40 E/2 NE/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34445
	 	Windham 40 #2	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.40 W/2 SE/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	 
	 	Windham 40 #3	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.40 E/2 SE/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34506
	 	Windham 40 #4	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.40 W/2 NE/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34476
	 	Windham 42 #1	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.42 E/2 NW/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%
	329-34482
	 	Windham 42 #2	 	Oil	 	On Prod	 	Block 39, T3S — T&P RR Co. Survey: Sec.42 W/2 NE/4	 	 	31.25	%	 	 	23.44	%	 	 	0	%	 	NA	 	 	31.25	%	 	 	23.44	%	 	 	0	%







 


Page 59









 







Exhibit B




	 	 	 
	Field

	 	Apache Flats, Midland and Upton Counties, Tx
	Lessor
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	Petra	 	 	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	 	 	Symbol	 	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	PO	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Well Label	 	Code	 	Status	 	Lease	 	%	 	 	%	 	 	%	 	 	Balance	 	%	 	 	%	 	 	%	 
	 
	329-34539
	 	Geronimo 15 #1 Geronimo 15 #2	 	Oil	 	On Prod	 	T4S-BL41, Sec. 15: E/2 NE/4	 	 	40.00	%	 	 	30.00	%	 	 	0	%	 	NA	 	 	40.00	%	 	 	30.00	%	 	 	0	%
	329-34586
	 	Geronimo 15 #3	 	Oil	 	On Prod	 	T4S-BL41, Sec. 15: S/2 SE/4	 	 	40.00	%	 	 	30.00	%	 	 	0	%	 	NA	 	 	40.00	%	 	 	30.00	%	 	 	0	%
	329-34201
	 	Geronimo 27 #1	 	Oil	 	On Prod	 	T4S-BL41, Sec. 27: W/2 NE	 	 	40.00	%	 	 	30.00	%	 	 	0	%	 	NA	 	 	40.00	%	 	 	30.00	%	 	 	0	%
	329-34703
	 	Geronimo 27 #2	 	Oil	 	On Prod	 	T4S-BL41, Sec. 27: E/2 Ne	 	 	40.00	%	 	 	30.00	%	 	 	0	%	 	NA	 	 	40.00	%	 	 	30.00	%	 	 	0	%







 


Page 60









 







Exhibit B




	 	 	 
	Field

	 	Knight’s Landing
	Lessor

	 	Various






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	Petra	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	 	 	Symbol	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	PO	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Well Label	 	Code	 	Status	 	%	 	 	%	 	 	%	 	 	Balance	 	%	 	 	%	 	 	%	 
	 
	4101205510000
	 	Armour 1-7	 	GAS	 	Shut In	 	 	100	 	 	 	75	 	 	 	0	 	 	NA	 	 	100	 	 	 	75	 	 	 	0	 
	4101205940000
	 	Becker Rd 4-20	 	GAS	 	Shut In	 	 	100	 	 	 	75	 	 	 	0	 	 	NA	 	 	100	 	 	 	75	 	 	 	0	 
	4101205740000
	 	Furlan 1-17	 	GAS	 	P&A	 	 	80	 	 	 	60	 	 	 	0	 	 	NA	 	 	80	 	 	 	60	 	 	 	0	 
	4101205580000
	 	Markert 1-1	 	GAS	 	Shut In	 	 	100	 	 	 	75	 	 	 	0	 	 	NA	 	 	100	 	 	 	75	 	 	 	0	 
	4101205480000
	 	Mackert 1-31	 	GAS	 	Shut In	 	 	100	 	 	 	75	 	 	 	0	 	 	NA	 	 	100	 	 	 	75	 	 	 	0	 
	4101204410000
	 	Mackert 1-5	 	GAS	 	Shut In	 	 	100	 	 	 	75	 	 	 	0	 	 	NA	 	 	100	 	 	 	75	 	 	 	0	 
	4101206000000
	 	Mackert 2-1	 	GAS	 	Shut In	 	 	100	 	 	 	75	 	 	 	0	 	 	NA	 	 	100	 	 	 	75	 	 	 	0	 
	4101205490000
	 	Marchant 2-6	 	GAS	 	Shut In	 	 	100	 	 	 	75	 	 	 	0	 	 	NA	 	 	100	 	 	 	75	 	 	 	0	 
	4101205460000
	 	Marys Lake 5-19	 	GAS	 	Shut In	 	 	100	 	 	 	75	 	 	 	0	 	 	NA	 	 	100	 	 	 	75	 	 	 	0	 
	4101205560000
	 	Wallace 1-17	 	GAS	 	P&A	 	 	80	 	 	 	60	 	 	 	0	 	 	NA	 	 	80	 	 	 	60	 	 	 	0	 
	4101205630000
	 	Wallace 2-17	 	GAS	 	P&A	 	 	80	 	 	 	60	 	 	 	0	 	 	NA	 	 	80	 	 	 	60	 	 	 	0	 
	410120680000
	 	Wallace 3-17	 	GAS	 	P&A	 	 	80	 	 	 	60	 	 	 	0	 	 	NA	 	 	80	 	 	 	60	 	 	 	0	 
	410120680100
	 	Wallace 3-17rd	 	GAS	 	P&A	 	 	80	 	 	 	60	 	 	 	0	 	 	NA	 	 	80	 	 	 	60	 	 	 	0	 
	410120569000
	 	Wallace 4-17	 	GAS	 	Shut In	 	 	80	 	 	 	60	 	 	 	0	 	 	NA	 	 	80	 	 	 	60	 	 	 	0	 







 


Page 61









 







Exhibit B




	 	 	 
	Field

	 	Knight’s Landing
	Lessor

	 	Various






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	BPO to be Conveyed	 	 	 	 	 	 	APO to be Conveyed	 
	 	 	 	 	Petra	 	 	 	BPO	 	 	BPO	 	 	BPO	 	 	 	 	 	 	APO	 	 	APO	 	 	APO	 
	 	 	 	 	Symbol	 	 	 	WI	 	 	NRI	 	 	ORRI	 	 	 	 	 	 	WI	 	 	NRI	 	 	ORRI	 
	UWI (APINum)	 	Well Label	 	Code	 	Status	 	%	 	 	%	 	 	%	 	 	PO Balance	 	 	%	 	 	%	 	 	%	 
	 
	49-045-29161
	 	202-12	 	Oil	 	Shut-in	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29160
	 	201-12	 	Oil	 	Shut-in	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29159
	 	103-1	 	Oil	 	Conv Inj	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29158
	 	102-12	 	Oil	 	Prod	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29157
	 	101-12	 	Oil	 	Prod	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29156
	 	301-12	 	Oil	 	Prod	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29155
	 	303-1	 	Oil	 	Conv Inj	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29154
	 	203-1	 	Oil	 	Conv Inj	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29153
	 	11-I-12	 	Inj	 	 	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29152
	 	12-I-12	 	Oil	 	Shut-in	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29151
	 	21-I-12	 	Oil	 	Shut-in	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29150
	 	22-I-12	 	Inj	 	 	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22495
	 	LAK 12-5	 	Service	 	Observ	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22494
	 	LAK 12-8	 	Oil	 	Observ	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22937
	 	LAK 12-13	 	Oil	 	Aband	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22936
	 	LAK 7-1	 	Oil	 	Aband	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22934
	 	2-I	 	Inj	 	Observ	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22933
	 	1-P	 	Oil	 	Prod	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-29051
	 	LAK 12-17	 	Inj	 	 	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22924
	 	LAK 12-12	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22923
	 	LAK 12-11	 	Oil	 	 	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22922
	 	LAK 12-9	 	Oil	 	 	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22921
	 	LAK 12-10	 	Oil	 	 	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-22915
	 	LAK 1-1	 	Service	 	 	 	 	 	 	 	 	 	 	 	 	4.75	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	49-045-06774
	 	LAK 12-6	 	Service	 	 	 	 	 	 	 	 	 	 	 	 	4.75	%	 	$	150,361.00	 	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 


Page 62









 







EXHIBIT C




ALLOCATED VALUES




Exhibit “C”



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent, Effective as of January 1, 2009




Allocated Values

Ivanhoe Energy Asset Evaluation




	 	 	 	 	 
	Midway Sunset
	 	 	 	 
	Kern County, CA
	 	 	 	 
	 
	 	 	 	 
	001-A
	 	$	15,013,416	 
	002-A
	 	$	20,557,683	 
	012-A Earned
	 	$	402,079	 
	012-A Unearned
	 	$	147,552	 
	013-A
	 	$	509,054	 
	014-A
	 	$	258,216	 
	 
	 	 	 
	Total
	 	$	36,888,000	 
	 
	 	 	 	 
	North Salt Creek
	 	$	525,000	 
	Kern County, CA
	 	 	 	 
	 
	 	 	 	 
	Knights Landing
	 	$	725,000	 
	Sutter and Yolo Counties, CA
	 	 	 	 
	 
	 	 	 	 
	Spraberry Prospect
	 	$	1,062,000	 
	Midland County, TX
 
	 	 	 	 
	 
	 	 	 
	 
	 	 	 	 
	TOTAL
	 	$	39,200,000	 







 


Page 63









 







EXHIBIT D




FORM OF ESCROW AGREEMENT




Form of Escrow Agreement





 


 









 







Exhibit “D”



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




ESCROW AGREEMENT




This Escrow Agreement (“Agreement”) executed on the dates set forth on the signature page(s)
hereof, but made effective as of June 16, 2009 (“Effective Date”), is entered into by and between
Seneca South Midway LLC, a Delaware limited liability company (“Seneca”), Ivanhoe Energy Holdings
Inc., a Nevada corporation (“Ivanhoe”), and Bank of America, National Association, a national
banking association organized under the laws of the United States of America as escrow agent (in
such capacity, “Escrow Agent”).



RECITALS:




A. Seneca, as Purchaser, and Ivanhoe, as Seller have entered into that certain Stock Purchase
Agreement (“Stock Purchase Agreement”) dated effective January 1, 2009 whereby Seller has agreed to
sell and Purchaser has agreed to acquire all of the issued and outstanding shares of capital stock
of Ivanhoe Energy (USA) Inc.



B. The Stock Purchase Agreement, among other things, calls for Seneca and Ivanhoe to establish an
escrow account into which a portion of the Purchase Price is to be deposited and held in escrow,
subject to the terms of a mutually acceptable escrow agreement.



C. This Agreement governs the terms and conditions upon which the Escrow Agent will hold and
disburse all funds to be deposited into the Escrow Account (as hereinafter defined) pursuant to the
Stock Purchase Agreement.



NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:




	1.	 	Creation of Escrow; Escrow Instructions.







	 	(a)	 	Appointment of Escrow Agent. Seneca and Ivanhoe hereby appoint the
Escrow Agent to serve in the capacity of an escrow agent in accordance with the terms
and conditions set forth herein, and the Escrow Agent hereby accepts such appointment.







	 	(b)	 	Designation of Escrow Account. For purposes of this Agreement, Escrow
Agent hereby designates the account holding the Escrow Funds (hereinafter defined)
pursuant to the terms and conditions of Section 3 hereof as the Seneca-Ivanhoe Escrow
Account (the “Escrow Account”).







	 	(c)	 	Transfers into the Escrow Account. Simultaneously with or promptly
following the execution and delivery of this Agreement, Seneca shall cause the sum of
$2,000,000.00 (“Escrow Funds”) to be delivered or transferred to the Escrow Agent in
cash or other immediately available funds, for deposit into the Escrow Account. The
Escrow Funds shall
be held by the Escrow Agent upon the terms and conditions hereinafter set forth. The
Escrow Funds, plus all interest and other income earned thereon and received by the
Escrow Agent, less any funds paid in accordance with this Agreement, are collectively
referred to herein as the “Escrow Property”.





 


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	 	(d)	 	Treatment of Escrow Property. During the term of this Agreement,
unless the Escrow Agent is otherwise jointly directed in writing by Seneca and Ivanhoe,
the Escrow Property shall be held in the type of investment or investment account
specified in Section 3 hereof. The Escrow Agent shall have no responsibility for any
investment losses resulting from the investment, reinvestment or liquidation of the
Escrow Property. Any interest or other income received on such investment and
reinvestment of the Escrow Property shall become part of the Escrow Property and any
losses incurred on such investment and reinvestment of the Escrow Property shall be
debited against the Escrow Property. For tax reporting purposes, all interest and
other taxable income earned on the Escrow Property in any tax year shall be allocated
to Ivanhoe. Ivanhoe agrees that it shall timely report such interest and other taxable
income in accordance with all applicable Federal and/or State tax laws.







	 	(e)	 	Distribution of Escrow Property. The Escrow Agent shall hold the
Escrow Property in its possession until notified in writing to disburse the Escrow
Property or any specified portion thereof solely in accordance with this Section 1(e).
Whenever this Section 1(e) requires disbursement, Escrow Agent shall disburse the
appropriate amount of Escrow Property to the appropriate party by wire transfer of
immediately available funds. Any recipient of a transfer of Escrow Property shall be
responsible for providing written wiring instructions to Escrow Agent. Instructions
regarding disbursement of any Escrow Property received after 11:00 a.m. (C.S.T.) will
be treated as if received on the following Business Day. Escrow Agent shall disburse
Escrow Property only upon the occurrence of the following:







	 	(i)	 	Disbursement to Ivanhoe. Upon receipt by Escrow Agent and
Seneca of a written notice from Ivanhoe signed by an Ivanhoe representative shown
on Exhibit “A” hereto, as amended from time to time, stating that (A) the closing
of the transactions contemplated by the Stock Purchase Agreement has not occurred
and that Ivanhoe is entitled to a distribution of the Escrow Property in accordance
with Section 13.03(a) of the Stock Purchase Agreement, or (B) the first anniversary
of the closing of the transactions contemplated by the Stock Purchase Agreement has
occurred and (x) there are no pending disputes or actions as of such date regarding
obligations and liabilities required to be satisfied or discharged by Ivanhoe under
the Stock Purchase Agreement, or (y) specifying any pending disputes or actions as
of such date regarding obligations and liabilities required to be satisfied or
discharged by Ivanhoe under the Stock Purchase Agreement, together with the related
amount in controversy (the “Disputed Amounts”), then subject to the
provisions of Section 2 below, the Escrow Agent shall disburse to Ivanhoe the full
amount of the Escrow Property or the full amount of the Escrow Property less the
Disputed Amounts, as applicable, as specified in Ivanhoe’s notice. Escrow Agent
shall conclusively presume that any notice received by it pursuant to this
Subsection 1(e)(i) was simultaneously received by Seneca. Any Disputed Amounts
shall remain in the Escrow Account until fully and finally resolved between Ivanhoe
and Seneca or the disbursement thereof is jointly agreed in writing by Ivanhoe and
Seneca.





 


Page 65









 











	 	(ii)	 	Disbursement to Seneca. Upon receipt by Escrow Agent and
Ivanhoe of a written notice from Seneca, signed by a Seneca representative shown on
Exhibit “A” hereto, as amended from time to time, stating that (A) the closing of
the transactions contemplated by the Stock Purchase Agreement has not occurred and
that Seneca is entitled to a
distribution of the Escrow Property in accordance with Section 13.03(b) of the Stock
Purchase Agreement, or (B) the first anniversary of the closing of the transactions
contemplated by the Stock Purchase Agreement has occurred and specifying those
obligations and liabilities required to be satisfied or discharged by Ivanhoe under
the Stock Purchase Agreement that have not been fully satisfied or
discharged directly by Ivanhoe, together with the related amount of such obligations
and liabilities (the “Claimed Indemnity Amount”), then subject to the
provisions of Section 2 below, Escrow Agent shall disburse to Seneca the full amount
of the Escrow Property (in the event of clause (A) above) or the Claimed Indemnity
Amount as specified in Seneca’s notice. Escrow Agent shall conclusively presume
that any notice received by it pursuant to this Subsection 1(e)(ii) was
simultaneously received by Ivanhoe.







	2.	 	Objections to Distributions. If Seneca fails to make written objections to
Ivanhoe and the Escrow Agent within a period of ten (10) Business Days, as defined in
Section 20, after Escrow Agent’s receipt of a notice given by Ivanhoe under Subsection
1(e)(i) above, Seneca shall be deemed to have agreed that the conditions to disbursement in
accordance with Subsection 1(e)(i) have been met and the Escrow Agent will make
disbursement in accordance with Ivanhoe’s request. Likewise, if Ivanhoe fails to deliver
written objections to Seneca and the Escrow Agent within a period of ten (10) Business Days
after the date upon which Escrow Agent receives a notice from Seneca under Subsection
1(e)(ii) above, Ivanhoe shall be deemed to have agreed that the conditions to disbursement
in accordance with Subsection 1(e)(ii) have been met and the Escrow Agent will make
disbursement in accordance with Seneca’s request. Seneca and Ivanhoe agree they will not
object to complying requests made by the other party for disbursement of Escrow Property
unless such party has a good faith objection or claim with respect thereto.







	3.	 	Investment of Funds. Escrow Agent shall hold the Escrow Funds in the Escrow
Account and shall invest and reinvest the Escrow Funds held in the Escrow Account,
including, without limitation, any earnings thereon, in a Bank of America Institutional
Deposit Account. With the execution of this Agreement, the parties acknowledge receipt of
prospectuses and/or disclosure materials associated with the investment vehicle, either
through means of hardcopy or via access to the website associated with the investment
vehicle. The parties hereby acknowledge that investment in money market funds and other
on-deposit investment products are not deposits or obligations of, or guaranteed by, Bank
of America Corporation or any of its affiliates, and are not insured by the FDIC or any
government agency. Investments in money market funds involve investment risks, including
possible loss of the principal amount invested. For more information about money market
funds, including charges and expense, please refer to the prospectus for the fund.







	4.	 	Administrative Fee. Escrow Agent for performing its obligations under this
Agreement shall be entitled to fees and to reimbursement of expenses, including
reimbursement of reasonable attorney fees, in accordance with the schedule attached hereto
as Exhibit “B”. The fees and expenses of the Escrow Agent shall be paid one-half by
Ivanhoe and one-half by Seneca.







	5.	 	No Other Duties. The parties agree that the duties of Escrow Agent are only
such as are herein specifically provided, being purely ministerial in nature, and that so
long as it has acted in good faith the Escrow Agent shall incur no liability whatsoever for
any action taken or omitted by it, or any action suffered by it to be taken or omitted,
except in the event of its willful misconduct or gross negligence.





 


Page 66









 











	6.	 	Escrow Agent’s Consultation with Counsel. The Escrow Agent may consult with
counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the
opinion of such counsel.







	7.	 	Reimbursement of Costs and Indemnity. Seneca and Ivanhoe shall jointly and
severally reimburse and indemnify the Escrow Agent, and its directors, officers, employees,
and agents, for, and hold it and each of them harmless against, any and all losses,
liabilities, costs and expenses (including, without limitation, reasonable fees,
disbursements and other charges of counsel incurred by the Escrow Agent in any dispute,
controversy, action or legal proceeding between it and one of the other parties hereto, or
between it and a third party, or pursuant to Section 8 hereof) that are incurred by the
Escrow Agent arising out of or in connection with its acceptance of, or the performance of
its duties and obligations under this Agreement (except those arising out of or as a result
of Escrow Agent’s willful misconduct or gross negligence) as well as the reasonable costs
and expenses of defending against any claim or liability arising out of or relating to this
Agreement. The foregoing indemnities shall survive the termination of this Agreement and
the resignation or removal of the Escrow Agent.







	8.	 	Losses Beyond Escrow Agent’s Control. The Escrow Agent shall have no liability
for indirect, special, incidental or consequential damages or for losses arising from any
cause beyond its control, including, but not limited to, (i) the act, failure or neglect of
any agent or correspondent selected by the Escrow Agent or the parties hereto, (ii) any
delay, error, omission or default connected with the remittance of funds, (iii) any delay,
error or omission or default of any mail, telephone or wireless agency or operator, (iv)
any acts of God or acts of war, and (v) the acts or edicts of any government or
governmental agency or other group or entity exercising governmental powers.







	9.	 	Escrow Agent Not Charged With Other Agreements. All of the terms and
conditions of and with respect to the Escrow Agent’s duties and responsibilities are
contained in this Agreement, and the Escrow Agent is not expected or required to be
familiar with the provisions of any other instrument or agreement between Ivanhoe and
Seneca, or anyone else, and shall not be charged with any responsibility or liability in
connection with the observance or nonobservance by anyone of the provisions of any such
instrument or agreement. The Recitals at the beginning of this Agreement are statements
put forth by Seneca and Ivanhoe, and Escrow Agent is not responsible for the truth or
accuracy of such Recitals.







	10.	 	Certain Other Limitations on Escrow Agent Duties. The Escrow Agent shall have
no duty to enforce any obligation of any person to make any payment or delivery, or to
direct or cause any payment or delivery to be made, or to enforce any obligation of any
person to perform any other act. The Escrow Agent shall be under no liability to the other
parties or to anyone else by reason of any failure on the part of any other party
heretofore, any maker, guarantor, endorser or other signatory of any document or any other
person to perform such person’s obligations under any such document.







	11.	 	Justified Reliance by Escrow Agent. The Escrow Agent may rely conclusively and
shall be protected in acting upon any order, notice, demand, certificate, opinion of
counsel, statement, instrument, report or other paper or other documents (not only as to
its due execution and the validity and effectiveness of its provisions, but also as to the
truth and acceptability of any information contained therein), which is believed by the
Escrow Agent to be genuine and to be signed or presented by the proper person or persons.





 


Page 67









 











	12.	 	Escrow Agent Not Required to Verify Certain Matters. The Escrow Agent shall
not be responsible for the sufficiency or accuracy of the form of, or the execution,
validity, value or genuineness of, any document or property received, held or delivered by
it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement
thereon, or for any description therein; nor shall the Escrow Agent be responsible or
liable to the other parties hereto or to anyone else in any respect on account of the
identity, authority or rights of the persons executing or delivering or purporting to
execute or deliver any document or property or this Agreement. The Escrow Agent shall have
no responsibility with respect to the use or application of any funds or other property
paid or delivered by the Escrow Agent pursuant to the provisions hereof. The Escrow Agent
shall not be liable to the parties hereto or to anyone else for any loss which may be
incurred by reason of any investment of any monies which it holds hereunder.







	13.	 	Amendment. This Agreement may not be modified, canceled, abrogated or
rescinded without the written consent of all parties hereto. The Escrow Agent shall not be
bound or in any way affected by any notice of any modification, cancellation, abrogation or
rescission of this Agreement, or any fact or circumstances affecting or alleged to affect
the rights or liabilities of any other person, unless the same shall be in writing and
signed by all of the other parties hereto and, if its duties as Escrow Agent hereunder are
affected thereby, unless it shall have given prior written consent thereto.







	14.	 	Resignation or Termination of Escrow Agent. The Escrow Agent may resign for
any reason upon thirty (30) days’ written notice to Ivanhoe and Seneca, specifying the date
upon which such resignation shall take effect. In addition, Ivanhoe and Seneca acting
jointly, shall have the right to terminate the appointment of the Escrow Agent by giving it
thirty (30) days’ written notice of such termination, specifying the date upon which such
termination shall take effect. In the event of the resignation or termination of the
Escrow Agent, upon the expiration of such thirty (30) days’ notice, the Escrow Agent may
deliver all cash or property in its possession under this Agreement to any successor escrow
agent appointed by Ivanhoe and Seneca; or, if no successor escrow agent has been appointed,
to any court of competent jurisdiction in the State of Texas. Upon either such delivery,
the Escrow Agent’s obligations hereunder shall cease and terminate and the Escrow Agent
shall be released from any and all liability under this Agreement except as to any causes
of action, if any, that may have accrued against the Escrow Agent. A resignation or
termination under this Section 14 shall in no way change the terms of Section 7 regarding
indemnification. The Escrow Agent’s sole responsibility from the time of the expiration of
the thirty (30) day notice period set forth above until such termination shall be to keep
safe the Escrow Property and to deliver the same to a successor escrow agent or other third
person designated by the parties or in accordance with the directions of a final order or
judgment of a court of competent jurisdiction.







	15.	 	Right to Interplead Escrow Property. In the event that the Escrow Agent shall
be uncertain as to its duties or rights hereunder or shall receive instructions from any
party hereto with respect to the Escrow Property which, in its reasonable opinion, are in
conflict with any of the provisions of this Agreement or any instructions received from one
of the other parties to this Agreement, the Escrow Agent shall be entitled to (i) refrain
from taking any action other than to retain the Escrow Property in question until such time
as there has been a final determination of the rights of the parties with respect to the
Escrow Property, or (ii) deposit at any time the Escrow Property into any court of
competent jurisdiction and to commence an action in the nature of interpleader at the cost
and expense of Seneca and Ivanhoe to adjudicate the parties’ rights thereto. For purposes
of this Section 15, there shall be deemed to have been a final determination of the rights
of the parties with respect to the Escrow Property at such time as any of the parties shall
file with the Escrow Agent (i) an official certified copy of a court order, together with
an opinion of
counsel of the party filing the foregoing, in form and substance acceptable to the Escrow
Agent and its counsel, stating that the court order is a final determination of the rights
of the parties hereto with respect to the Escrow Property in question, that the time to
appeal from said court order has expired without an appeal having been commenced, and that
said court order is binding upon the parties, or (ii) a fully executed agreement or consent
between Ivanhoe and Seneca which provides for disposition of the Escrow Property in
question.





 


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	16.	 	Returned Checks. The Escrow Agent shall have no responsibility to make
collections of any checks returned and not paid for whatever reasons. The party depositing
a check agrees in solido to reimburse the Escrow Agent for any loss and expenses incurred
as a result of checks being returned.







	17.	 	No Obligation Until Escrow Funds Received. Nothing contained herein shall be
deemed to obligate the Escrow Agent to pay or transfer any monies hereunder unless and
until such funds are received by the Escrow Agent.







	18.	 	Termination. This Agreement shall terminate upon the Escrow Agent’s
disbursement of all Escrow Property pursuant to the terms of this Agreement.







	19.	 	Notices. Except as provided below, all notices permitted or required by this
Agreement shall be in writing and shall be deemed to have been received (a) immediately if
sent by facsimile transmission (with a confirming copy sent the same Business Day by
registered or certified mail), or by hand delivery (with signed return receipt), (b) the
next Business Day if sent by nationally recognized overnight courier or (c) the second
following Business Day if sent by registered or certified mail, in any case to the
respective addresses as follows:







Notices involving claims or objections to claims must be sent by registered or certified
mail or by overnight courier and may not be sent via facsimile.



	 	 	 
	If to Seneca:

	 	Seneca South Midway LLC
	 

	 	c/o Seneca Resources Corporation
	 

	 	1201 Louisiana, Suite 400
	 

	 	Houston, Texas 77002
	 

	 	Attention: Controller
	 

	 	Telephone: (713) 654-2673
	 

	 	Facsimile: (713) 654-2669
	 
	 	 
	If to Ivanhoe:

	 	Ivanhoe Energy Holdings Inc.
	 

	 	Suite 654, 999 Canada Place
	 

	 	Vancouver, Canada V6C 3E1
	 

	 	Attention: Corporate Secretary
	 

	 	Telephone: (604) 688-8323
	 

	 	Facsimile: (604) 682-2060
	 
	 	 
	If to Escrow Agent:

	 	Bank of America, National Association
	 

	 	LaSalle Global Trust Services
	 

	 	135 South LaSalle Street
	 

	 	IL4-135-18-23
	 

	 	Chicago, Illinois 60603
	 

	 	Attention: Anna Vacca
Telephone: (312) 904-1838
	 

	 	Facsimile: (312) 904-0990






 


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Any party may change the address for notices or the person to whose attention notices are to
be directed by written notice given to each other party in the manner provided above.




	20.	 	Miscellaneous.







	 	(a)	 	The provisions of this Agreement, and all the rights and obligations of the
parties hereunder, shall be governed by, construed and enforced in accordance with the
laws of the State of Texas, but without regard to any conflict of laws provisions that
would direct the application of the laws of another jurisdiction.







	 	(b)	 	The parties hereby consent to the jurisdiction of any State or Federal Court
located in Houston, Texas, and irrevocably agree that all actions or proceedings
arising out of or relating to this Agreement shall be litigated in such courts. The
parties accept generally and unconditionally the exclusive jurisdiction of the
aforesaid courts and waive any defense of forum non conveniens, and irrevocably agree
to be bound by any judgment rendered thereby in connection with this Agreement. The
parties further hereby waive any right to a trial by jury with respect to any lawsuit
or judicial proceeding arising or relating to this Agreement.







	 	(c)	 	As used in this Agreement, “Business Day” means a day other than a Saturday,
Sunday, or other day when banking institutions in Chicago, Illinois are authorized or
required by law or executive order to be closed.







	21.	 	Successors and Assigns. This Agreement shall inure to the benefit of, and the
obligations created thereby shall be binding upon, the successors and assigns of the
parties hereto, subject to the restrictions set out in Section 22.







	22.	 	Assignment and Delegation. Except as otherwise provided herein, no assignment
or attempted assignment of this Agreement or of any right, interest, duty or obligation
hereunder shall be effective without the written consent of Ivanhoe, Seneca and the Escrow
Agent. Any assignment of rights or interests, or delegation of duties or obligations,
under this Agreement by a party hereto without the prior written consent of the other
parties hereto, if such consent is required hereby, shall be void. Except as otherwise
provided herein, the remedies provided herein will be cumulative and will not preclude the
assertion by any of the parties of any rights or the seeking of any other remedies against
the other parties. Any bank or corporation into which the Escrow Agent may be merged or
with which it may be consolidated, or any bank or corporation to whom the Escrow Agent may
transfer a substantial amount of its escrow business, shall be the successor to the Escrow
Agent without the execution or filing of any paper or any further act on the part of any of
the parties, anything herein to the contrary notwithstanding. Escrow Agent shall, however,
provide Ivanhoe and Seneca with prompt written notice of any such occurrence.







	23.	 	Representations of Parties Other than Escrow Agent. Ivanhoe and Seneca
represent and warrant to the Escrow Agent respectively that (i) they are duly authorized to
enter into this Agreement and the transactions contemplated hereunder, (ii) this Agreement
is a valid and binding obligation and does not conflict with, violate or cause a default
under any provisions of federal or state law or any order, decree, license, permit or the
like or any other agreement or instrument to which they are a party or by which they are
bound, and (iii) the officer or officers signing this Agreement on their behalf are duly
authorized to do so.





 


Page 70









 











	24.	 	Patriot Act Compliance. To help the government fight the funding of terrorism
and money laundering activities, Federal law requires all financial institutions, including
Escrow Agent, to obtain, verify and record information that identifies each person/entity
opening an account. For this account, Escrow Agent has required and received the principal
name and address of each party, taxpayer identification number, and other information, such
as certified articles of incorporation, a government-issued business license, a partnership
agreement, and annual report filed with the Secretary of State (or equivalent), or a trust
agreement, that allows the Escrow Agent to identify the parties to the Agreement.







	25.	 	Entire Agreement; Waiver. This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter described herein and
supersedes all prior agreements or understandings, written or oral, between the parties
with respect thereto; provided, however, that as between Ivanhoe and Seneca, their
obligations to one another under this Agreement are in addition to their obligations under
the Stock Purchase Agreement and any other closing documents executed pursuant thereto, to
the extent pertaining to the subject matter of this Agreement. The waiver by any party
hereto of a breach of any provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach.







	26.	 	Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall not affect the validity or enforceability of any
other provision in such jurisdiction or the validity or enforceability of such provision in
any other jurisdiction.







	27.	 	Transfer and Related Taxes. Ivanhoe shall pay or reimburse the Escrow Agent
upon request for any transfer taxes or other taxes relating to the Escrow Property incurred
in connection herewith and shall indemnify, defend and hold harmless the Escrow Agent from
any amounts that it is obligated to pay in the way of such taxes. Any payments of income
from the Escrow Account shall be subject to withholding regulations then in force with
respect to United States taxes. Seneca and Ivanhoe will provide the Escrow Agent with
appropriate W-9 forms for tax identification number certifications. It is understood that
the Escrow Agent shall be responsible for income reporting only with respect to income
earned on the Escrow Property and will not be responsible for any other reporting.
Notwithstanding the foregoing, Escrow Agent shall not be required to prepare and file IRS
Forms 1099 so long as Seneca and Ivanhoe are, respectively, “exempt recipients” for
informational reporting purposes. This Section 27 shall survive notwithstanding any
termination of this Agreement or the resignation or removal of the Escrow Agent.







	28.	 	Counterparts. This Agreement may be executed by the parties hereto
individually or in one or more counterparts, each of which shall be an original and all of
which shall together constitute one and the same agreement. This Agreement, signed and
transmitted by facsimile machine or pdf file, is to be treated as an original document and
the signature of any party hereon, if so transmitted, is to be considered as an original
signature, and the document so transmitted is to be considered to have the same binding
effect as a manually executed original.







	29.	 	Headings. The headings used in this Agreement are for convenience only and
shall not constitute a part of this Agreement.





 


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	30.	 	No Third Party Beneficiaries. This Agreement constitutes a contract solely
among the parties by which it has been executed and is enforceable solely by the parties by
which it
has been executed and no other persons. It is the intention of the parties hereto that this
Agreement may not be enforced by a third party beneficiary or any similar basis.







	31.	 	Arbitration. Any claim against Escrow Agent arising out of or relating to this
Agreement shall be settled by arbitration in accordance with commercial rules of the
American Arbitration Association (“AAA”). Arbitration proceedings conducted pursuant to
this Section 31 shall be held in Houston, Texas.





 


Page 72









 










This Agreement has been executed in counterparts by the parties hereto on the respective
signature dates set forth below, but effective for all purposes as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	 	 	IVANHOE ENERGY HOLDINGS INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Date: June 16, 2009	 	By:	 	“Gordon Lancaster”	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gordon Lancaster	 	 
	 

	 	 	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SENECA SOUTH MIDWAY LLC	 	 
	 
	 	 	 	 	 	 	 	 
	Date: June 16, 2009	 	By:	 	“Cindy D. Wilkinson”	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Cindy D. Wilkinson	 	 
	 

	 	 	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	Date: June 16, 2009	 	By:	 	“Steven Cieslewicz”	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Steven Cieslewicz	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






Signature page to that certain Escrow Agreement dated June 16, 2009 by and between Seneca South
Midway LLC, Ivanhoe Energy Holdings Inc. and Bank of America, National Association


 


Page 73









 





EXHIBIT “A”



To Escrow Agreement dated June 16, 2009 by and between Seneca South Midway LLC, Ivanhoe Energy
Holdings Inc. and Bank of America, National Association




Designation of Ivanhoe and Seneca Representatives





	1.	 	Ivanhoe Designated Representative:







Corporate Secretary

Ivanhoe Energy Holdings Inc.

Suite 654, 999 Canada Place

Vancouver, Canada V6C 3E1

Telephone: (604) 688-8323

Facsimile: (604) 682-2060




	2.	 	Seneca Designated Representative:







Treasurer

Seneca South Midway LLC

1201 Louisiana, Suite 400

Houston, Texas 77002

Telephone: (713) 654-2673

Facsimile: (713) 654-2669




 


Page 74









 







EXHIBIT “B”



To Escrow Agreement dated June 16, 2009 by and between Seneca South Midway LLC, Ivanhoe Energy
Holdings Inc. and Bank of America, National Association




ESCROW AGENT

SCHEDULE OF FEES




	 	 	 	 	 
	Acceptance Fee:
	 	$	WAIVED	*
	Annual Administration Fee:
	 	$	2,500.00	*
	Wire Transfers
	 	$	20.00 each	 
	Check Preparation and Mailing
	 	$	25.00 each	 
	1099 Preparation and Reporting
	 	$	5.00 each ($250 annual minimum if any 1099 reports required for account	)






THE FIRST YEAR’S ANNUAL ADMINISTRATION FEE IN THE AMOUNT OF $2,500 IS DUE UPON EXECUTION OF THE
ESCROW AGREEMENT.





	 	 	 
	*	 	Should the Escrow Account remain open for less than a full year after an initial twelve-month
period, the Annual Administration Fee will be prorated on a six-month basis.

	 
	 	 	Any investment transaction not in a money market fund or a Bank of America Institutional Deposit
Account will incur a $150.00 per transaction fee. The parties to the agreement understand and
agree that the Escrow Agent may receive certain revenue on certain mutual fund investments. These
revenues take one of two forms:

	 
	 	 	Shareholder Servicing Payments: Escrow Agent may receive Shareholder Servicing Payments as
compensation for providing certain services for the benefit of the Money Market Fund Company.
Shareholder Services typically provided by Bank of America include the maintenance of shareholder
ownership records, distributing prospectuses and other shareholder information materials to
investors and handling proxy-voting materials. Typically Shareholder Servicing payments are paid
under a Money Market Fund’s 12b-1 distribution plan and impact the investment performance of the
Fund by the amount of the fee. The shareholder servicing fee payable from any money market fund is
detailed in the Fund’s prospectus that will be provided to you.

	 
	 	 	Revenue Sharing Payments: Escrow Agent may receive revenue sharing payments from a Money Market
Fund Company. These payments represent a reallocation to Escrow Agent of a portion of the
compensation payable to the fund company in connection with your account’s money market fund
investment. Revenue Sharing payments constitute a form of fee sharing between the fund company and
Escrow Agent and do not, as a general rule, result in any additional charge or expense in
connection with a money market fund investment, are not paid under a 12b-1 plan, and do not impact
the investment performance of the Fund. The amount of any revenue share, if any, payable to Escrow
Agent with respect to your account’s investments is available upon request.

	 
	 	 	All out-of-pocket expenses will be billed at the Escrow Agent’s cost. Out-of-pocket expenses
include, but are not limited to, professional services (e.g. legal or accounting), travel expenses,
telephone and






 


Page 75









 




	 	 	 
	 	 	
facsimile transmission costs, postage (including express mail and overnight delivery charges), and
copying charges.





 


Page 76








 







Schedule 1.02



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Excluded Assets




Licenses, Leases and Contracts




	 	 	 
	ADP

	 	HR / Payroll Software
	PROPHIX

	 	Budget Forecasting Financial Software
	OGSYS

	 	Land and Accounting Database Software
	BANKING

	 	Check Scanning and Deposit Software
	FIN TOOLS

	 	Financial Reporting Software
	DSS

	 	Oil and Gas Production Tacking and Reporting Software
	Petra

	 	Geologic Mapping Software
	Petra Seis

	 	Seismic Mapping Software
	LOGPLOT 7

	 	Plotting and Digitizing Routine for Well Logs
	NeuraScan

	 	Well Log Scanning Software
	HIS Software and Data

	 	Geologic Data Purchase Contract
	PI / Dwights West Coast / Alaska Well Data

	 	Geologic Data Purchase Contract
	PacSeis

	 	PacSeis, Inc. Data Licence and Confidentiality Agreement 
PacSeis, Inc. Seismic Data Transfer & Exchange Agreement
	Telephone and Cell Phone Contracts

	 	AT&T, Verizon, Sprint, Stockdale Communication
	Internet Service Provider

	 	Kern Internet  — Primary and Backup Internet Service Providers
	Advanced Data Storage

	 	Offsite Data Storage
	Stockdale Tower Building Lease

	 	Office Lease
	Photocopier Machine Leases

	 	Office Copier Lease
	Independent Consultants Agreements

	 	Rosalee Giardano
Roger Narinian






Cash and cash equivalents in an amount equal to $2,381,000 [cash as of the Effective Time]




Accounts receivable from (i) Calpline Corporation in the aggregate amount of $17,000; and (ii)
Nahebedian Exploration Group in the aggregate amount of $97,000.


 


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Rights in and to the name “Ivanhoe”.







 


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Schedule 5.03



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Capitalization




Authorized capital — 10,000 no par value common shares




Issued and outstanding shares — 10 shares


 


Page 79









 





Schedule 5.04



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Preferential Rights to Purchase




None


 


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Schedule 5.07(a)



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Undisclosed Liabilities — General




None


 


Page 81









 





Schedule 5.07(b)



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Undisclosed Liabilities — Indebtedness




None


 


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Schedule 5.09



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Legal Proceedings




None


 


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Schedule 5.12



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Tax Matters




The Company has applied for and received and extension for the filing of its 2008 Tax Returns


 


Page 84









 





Schedule 5.13



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Material Contracts




AERA EXPLORATION PROSPECTS





Aera/Diatom Exploration Agreement dated May 1, 1998



BELGIAN ANTICLINE





Aera/Ivanhoe JOA dated September 1, 2000



KNIGHTS LANDING PROSPECT





Ivanhoe/Nahabedian Exploration Group, LLC Seismic Data License Agreement dated May 11, 2006



NORTH SALT CREEK





Trio Petroleum, et al/Ivanhoe JOA dated April 1, 2004




Brea Oil/Ivanhoe Gas Purchase Agreement dated October 1, 2005




Plains Marketing, LP/Ivanhoe Crude Oil Contract dated April 10, 2006



NORTH YOWLUMNE





Ivanhoe/Nahabedian Exploration Group, LLC Purchase & Sale Agreement dated March 7, 2007
(carried 15% Working Interest)



SOUTH MIDWAY PROSPECT





Pacific Marketing & Transportation, LLC/Ivanhoe Lease Crude Oil Connection Agreement dated
February 18, 2003




Southern California Gas Co./Ivanhoe Master Services Contract dated

April 30, 2003




Coral Energy Resources, LP (Shell) Gas Purchase Agreement dated May 1, 2003




Plains/Ivanhoe Oil Purchase Agreement dated June 1, 2004


 


Page 85









 






Ballard Oil, Inc./Ivanhoe Master Gas Sales Agreement dated April 1, 2005




Hall/Ivanhoe Master Gas Sales Agreement dated November 1, 2005




West Kern Water District/Ivanhoe Water Purchase Agreement dated September 26, 2006



APACHE





Discovery Oil, et al/Ivanhoe JOA dated October 6, 2006



SPRABERRY




Discovery Oil, et al/Ivanhoe JOA dated May 11, 2000


 


Page 86









 





Schedule 5.15(c)



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Benefit Plans




401(k) PLAN





	 	•	 	100% MATCH STARTING IN 2006







	 	•	 	EMPLOYEE MAY CONTRIBUTE MAXIMUM ALLOWED BY LAW PER YEAR








	 	•	 	100% VESTING AFTER 2 YEARS OF SERVICE (1 YR OF SERVICE EQUALS 1,000 HRS)







	 	•	 	ELIGIBLE TO ENROLL AT THE START OF THE 1ST QTR AFTER A 90 DAY WAIT PERIOD






MEDICAL INSURANCE (1)




	 	•	 	BLUE CROSS OF CALIFORNIA PPO







	 	•	 	EMPLOYEE COVERAGE $64/MO







	 	•	 	EMPLOYEE + CHILDREN COVERAGE $86/MO







	 	•	 	EMPLOYEE + SPOUSE COVERAGE $152/MO







	 	•	 	EMPLOYEE + FAMILY COVERAGE $149/MO







	 	•	 	EMPLOYEE SHARE OF PREMIUM DEDUCTIBLE ON A PRE TAX BASIS






VISION INSURANCE




	 	•	 	VSP







	 	•	 	NO COST FOR EMPLOYEE OR SPOUSAL COVERAGE






DENTAL INSURANCE




	 	•	 	RELIANCE STANDARD







	 	•	 	EMPLOYEE COVERAGE $6/MO







	 	•	 	EMPLOYEE + CHILDREN COVERAGE $13/MO







	 	•	 	EMPLOYEE + SPOUSE COVERAGE $13/MO







	 	•	 	EMPLOYEE + FAMILY COVERAGE $21/MO







	 	•	 	EMPLOYEE SHARE OF PREMIUM DEDUCTIBLE ON A PRE TAX BASIS






LONG TERM DISABILITY INSURANCE




	 	•	 	RELIANCE STANDARD







	 	•	 	60% OF FIRST $4,000 PLUS 50% OF NEXT $15,200 MONTHLY SALARY







	 	•	 	MAXIMUM MONTHLY BENEFIT $10,000







	 	•	 	NO COST TO EMPLOYEE






LIFE INSURANCE




	 	•	 	RELIANCE STANDARD







	 	•	 	TWO TIMES ANNUAL SALARY







	 	•	 	NO COST TO EMPLOYEE





 


Page 87









 










VOLUNTARY ACCIDENTAL DEATH & DISMEMBERMENT




	 	•	 	RELIANCE STANDARD







	 	•	 	TWO TIMES ANNUAL SALARY







	 	•	 	NO COST TO EMPLOYEE





 


Page 88









 










Schedule 5.19



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Insurance




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Line of Coverage	 	Insurer	 	Layer	 	Limit	 	Deductible	 	 	Expires	 
	Control of well
	 	Lloyds	 	Primary	 	$3MM	 	$	100M	 	 	 	3/31/2010	 
	General liability
	 	Ace American Ins. Co.	 	Primary	 	$2MM	 	$	10M	 	 	 	3/31/2010	 
	Excess liability
	 	Ace Property and Casualty Ins. Co.	 	1st	 	$25MM	 	$	25M	 	 	 	3/31/2010	 
	Excess liability
	 	Westchester Fire Ins. Co.	 	2nd	 	$25MM	 	 	 	 	 	 	3/31/2010	 
	Auto liability (Hired and non-owned)
	 	Ace American Ins. Co.	 	Primary	 	$1 MM	 	 	 	 	 	 	3/31/2010	 
	Worker’s Comp
	 	Travelers	 	Primary	 	Statutory	 	 	 	 	 	 	12/31/2009	 
	Employer’s liability
	 	Travelers	 	Primary	 	$1 MM	 	 	 	 	 	 	12/31/2009	 
	Auto liability
	 	Progressive	 	Primary	 	$1 MM	 	 	 	 	 	 	1/30/2010	 
	Employee Benefits Liability
	 	Ace American Ins. Co.	 	Primary	 	$1 MM	 	$	1M	 	 	 	3/31/2010	 






Note:




M denotes USD $1,000


 


Page 89









 





Schedule 10.02(a)(i)



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Certain Purchase Price Adjustments




Travel expenses not expected to exceed $50,000.


 


Page 90









 





Schedule 11.02



Attached to and Made a Part of That Certain Stock Purchase Agreement By and Among Ivanhoe Energy
Holdings Inc., as Seller, Ivanhoe Energy Inc., as Seller Parent, Seneca South Midway LLC, as
Purchaser, And Seneca Resources Corporation, as Purchaser Parent,
Effective as of January 1, 2009




Gas Imbalances




None





 


Page 91