Exhibit 10.1





EXHIBIT 10.1




DRILLING AND OPERATING




AGREEMENT




FOR ATLAS RESOURCES SERIES 28-2010 L.P.




 


 









 







EXHIBIT (II)




FORM OF




DRILLING AND OPERATING AGREEMENT




FOR




ATLAS RESOURCES SERIES 28-2010 L.P.




 


 









 







INDEX




	 	 	 	 	 
	Section	 	Page	 
	 
	 	 	 	 
	1. Assignment of Well Locations; Representations and Indemnification Associated with the Assignment of the Lease; Designation of
Additional Well Locations; Outside Activities Are Not Restricted
	 	 	1	 
	 
	 	 	 	 
	2. Drilling of Wells; Timing; Depth; Interest of Developer; Right to Substitute Well Locations
	 	 	3	 
	 
	 	 	 	 
	3. Operator — Responsibilities in General; Covenants; Term
	 	 	4	 
	 
	 	 	 	 
	4. Operator’s Charges for Drilling and Completing Wells; Payment; Completion Determination; Dry Hole Determination; Excess Funds and Cost
Overruns — Intangible Drilling Costs; Excess Funds and Cost Overruns — Tangible Costs
	 	 	5	 
	 
	 	 	 	 
	5. Title Examination of Well Locations; Developer’s Acceptance and Liability; Additional Well Locations
	 	 	9	 
	 
	 	 	 	 
	6. Operations Subsequent to Completion of the Wells; Fee Adjustments; Extraordinary Costs; Pipelines; Price
Determinations; Plugging and Abandonment
	 	 	9	 
	 
	 	 	 	 
	7. Billing and Payment Procedure with Respect to Operation of Wells; Disbursements; Separate Account for Sale
Proceeds; Records and Reports; Additional Information
	 	 	12	 
	 
	 	 	 	 
	8. Operator’s Lien; Right to Collect From Oil or Gas Purchaser
	 	 	13	 
	 
	 	 	 	 
	9. Successors and Assigns; Transfers; Appointment of Agent
	 	 	14	 
	 
	 	 	 	 
	10. Operator’s Insurance; Subcontractors’ Insurance; Operator’s Liability
	 	 	15	 
	 
	 	 	 	 
	11. Internal Revenue Code Election; Relationship of Parties; Right to Take Production in Kind
	 	 	15	 
	 
	 	 	 	 
	12. Effect of Force Majeure; Definition of Force Majeure; Limitation
	 	 	16	 
	 
	 	 	 	 
	13. Term
	 	 	17	 
	 
	 	 	 	 
	14. Governing Law; Invalidity
	 	 	17	 
	 
	 	 	 	 
	15. Integration; Written Amendment
	 	 	17	 
	 
	 	 	 	 
	16. Waiver of Default or Breach
	 	 	17	 
	 
	 	 	 	 
	17. Notices
	 	 	18	 
	 
	 	 	 	 
	18. Interpretation
	 	 	18	 
	 
	 	 	 	 
	19. Counterparts
	 	 	18	 






	 	 	 
	Exhibit A

	 	Description of Leases and Initial Well Locations
	Exhibits A-l through A-_____ 



	 	Maps of Initial Well Locations
	Exhibit B

	 	Form of Assignment
	Exhibit C

	 	Form of Addendum







 


 









 




DRILLING AND OPERATING AGREEMENT




THIS AGREEMENT made this 15th day of May, 2010, by and between ATLAS RESOURCES, LLC, a Pennsylvania
limited liability company (hereinafter referred to as “Atlas” or “Operator”),



and




ATLAS RESOURCES SERIES 28-2010 L.P., a Delaware limited partnership, (hereinafter referred to as
the “Developer”).



WITNESSETH THAT:




WHEREAS, the Operator, by virtue of the Oil and Gas Leases (the “Leases”) described on Exhibit A
attached to and made a part of this Agreement, has certain rights to develop the One Hundred Twenty
Seven (127) initial well locations (the “Initial Well Locations”) identified on the maps attached
to and made a part of this Agreement as
Exhibits A-1 through A-            
        ;



WHEREAS, the Developer, subject to the terms and conditions of this Agreement, desires to acquire
certain of the Operator’s rights to develop the Initial Well Locations and to provide for the
development on the terms and conditions set forth in this Agreement of additional well locations
(“Additional Well Locations”) that the parties may from time to time designate; and



WHEREAS, the Operator is in the oil and gas exploration and development business, and the Developer
desires that Operator, as its independent contractor, perform certain services in connection with
its efforts to develop the aforesaid Initial and Additional Well Locations (collectively the “Well
Locations”) and to operate the wells completed on the Well Locations, on the terms and conditions
set forth in this Agreement;



NOW THEREFORE, in consideration of the mutual covenants herein contained and subject to the
terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound,
hereby agreeas follows:




	1.	 	Assignment of Well Locations; Representations and Indemnification Associated with the Assignment
of the
Lease; Designation of Additional Well Locations; Outside Activities
Are Not Restricted.






	 	(a)	 	Assignment of Well Locations. The Operator shall execute an assignment
of an undivided percentage of Working Interest in the Well Location for each well to
the Developer as shown on Exhibit A attached hereto, which assignment shall be limited
by the Operator to the “Prospect” which is defined as the minimum area permitted by
state law or local practice on which one well may be drilled, which may be different for
different Horizons. Subject to the foregoing sentence, “Prospect” shall be deemed:






	 	•	 	the wellbore plus 125 feet on either side of the center line of a
lateral in the well extending from the beginning of the first perforation to the
end of the last perforation and from the bottom of the Tully zone to the bottom
of the Marcellus Shale formation, in horizontal wells in the Marcellus Shale
formation in western Pennsylvania;






	 	•	 	the wellbore plus 125 feet on either side of the center line of a
lateral in the well extending from the beginning of the first perforation or
open hole section to the end of the last perforation or last open hole section
and from the top of the Borden Shale zone to the bottom of the New Albany zone,
in horizontal wells in the New Albany Shale reservoir in Indiana;






	 	•	 	the wellbore plus 125 feet on either side of the center line of a
lateral in the well extending from the beginning of the first perforation to the
end of the last perforation and from the top of the Fort Payne zone to the
bottom of the Chattanooga zone, in any horizontal wells in the Chattanooga Shale
reservoir in Tennessee;






	 	•	 	the wellbore plus 125 feet on either side of the center line of a
lateral in the well extending from the beginning of the first perforation to the
end of the last perforation and from the top of the Lachine Member to the bottom
of the Antrim zone, in any horizontal wells in the Antrim Shale reservoir in
Michigan; and




 


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The assignment shall be substantially in the form of Exhibit B attached to and made a
part of this Agreement. The amount of acreage, or the wellbore, as the case may be,
included in each Initial Well Location and the configuration of the Initial Well
Location are indicated on the maps attached to this Agreement as Exhibits A-l through
A-_____. The amount of acreage, or the wellbore, as the case may be, included in each
Additional Well Location and the configuration of the Additional Well Location shall
be indicated on the maps to be attached as exhibits to the applicable addendum to
this Agreement as provided in sub-section (c) below.




	 	(b)	 	Representations and Indemnification Associated with the Assignment of the
Lease. With respect to the Lease assignements described in Section 1(a), the Operator
represents and warrants to the Developer that:






	 	(i)	 	the Operator is the lawful owner of the Lease and rights and
interest under the Lease and of the personal property on the Lease or used in
connection with the Lease;
	 
	 	(ii)	 	the Operator has good right and authority to sell and convey the rights, interest, and property;
	 
	 	(iii)	 	the rights, interest, and property are free and clear from all liens and encumbrances; and
	 
	 	(iv)	 	all rentals and royalties due and payable under the Lease have been duly paid.






The Operator agrees to indemnify, protect and hold the Developer and its successors
and assigns harmless from and against all costs (including but not limited to
reasonable attorneys’ fees), liabilities, claims, penalties, losses, suits, actions,
causes of action, judgments or decrees resulting from the breach of any of the above
representations and warranties. It is understood and agreed that, except as
specifically set forth above, the Operator makes no warranty or representation,
express or implied, as to its title or the title of the lessors in and to the lands
or oil and gas interests covered by said Leases.




	 	(c)	 	Designation of Additional Well Locations. If the parties hereto desire to
designate Additional Well Locations to be developed in accordance with the terms and
conditions of this Agreement, then the parties shall execute an addendum substantially
in the form of Exhibit C attached to and made a part of this Agreement specifying:






	 	(i)	 	the undivided percentage of Working Interest and the Oil and Gas
Leases to be included as Leases under this Agreement;






	 	(ii)	 	the amount and configuration of acreage included in each
Additional Well Location on maps attached as exhibits to the addendum; and






	 	(iii)	 	their agreement that the Additional Well Locations shall be
developed in accordance with the terms and conditions of this Agreement.






	 	(d)	 	Outside Activities Are Not Restricted. It is understood and agreed that the
assignment of rights under the Leases and the oil and gas development activities
contemplated by this Agreement relate only to the Initial Well Locations and the
Additional Well Locations. Nothing contained in this Agreement shall be interpreted to
restrict in any manner the right of each of the parties to conduct without the
participation of the other party any additional activities relating to exploration,
development, drilling, production, or delivery of oil and gas on lands adjacent to or
in the immediate vicinity of the Well Locations or elsewhere.




 


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	2.	 	Drilling of Wells; Timing; Depth; Interest of Developer; Right to Substitute Well Locations.






	 	(a)	 	Drilling of Wells. Operator, as Developer’s independent contractor, agrees to
drill, complete (or plug) and operate One Hundred Twenty Seven (127) oil and gas wells
on the One Hundred Twenty Seven (127) Initial Well Locations in accordance with the
terms and conditions of this Agreement. Developer, as a minimum commitment, agrees to
participate in and pay the Operator’s charges for drilling and completing (or plugging)
the wells and any extra costs pursuant to Section 4 in proportion to the share of the
Working Interest owned by the Developer in the wells with respect to all initial wells.
It is understood and agreed that, subject to sub-section (e) below, Developer does not
reserve the right to decline participation in the drilling of any of the initial wells
to be drilled under this Agreement.






	 	(b)	 	Timing. Operator shall begin drilling the first well within thirty (30) days
after the date of this Agreement, and shall begin drilling each of the other initial
wells for which payment is made pursuant to Section 4(b) before the close of the
90th day after the close of the calendar year in which this Agreement is
entered into by Operator and the Developer. Subject to the foregoing time limits,
Operator shall determine the timing of and the order of drilling the Initial Well
Locations.







	 	(c)	 	Extent of Drilling. All of the wells to be drilled under this Agreement shall be:







	 	(i)	 	drilled and completed (or plugged) in accordance with the
generally accepted and customary oil and gas field practices and techniques then
prevailing in the geographical area of the Well Locations; and
	 
	 	(ii)	 	drilled to a depth sufficient to test thoroughly the objective formation
or the deepest assigned
depth, whichever is less, in the case of a vertical well, and drilled
vertically and horizontally to the extent of the assigned Lease interest
necessary to thoroughly test the objective formation in the case of a
horizontal well.






	 	(d)	 	Interest of Developer. Except as otherwise provided in this Agreement, all
costs, expenses, and liabilities incurred in connection with the drilling and other
operations and activities contemplated by this Agreement shall be borne and paid, and
all wells, gathering lines of up to approximately 2,500 feet on each Well Location in
connection with a natural gas well, equipment, materials, and facilities acquired,
constructed or installed under this Agreement shall be owned, by the Developer in
proportion to the share of the Working Interest owned by the Developer in the wells.
Subject to the payment of lessor’s royalties and other royalties and overriding
royalties, if any, production of oil and gas from the wells to be
drilled under this
Agreement shall be owned by the Developer in proportion to the share of the Working
Interest owned by the Developer in the wells. Additionally, all costs, expenses, and
liabilities incurred in connection with the leasing, developing, drilling, and
operation of water disposal or injection wells, and the transportation or injection of
waste water from Developer’s productive wells under this Agreement shall be the sole
responsibility of Developer in proportion to the share of the Working Interest owned by
the Developer. In the event Operator provides any services related to disposal wells,
injection wells, transportation of waste water or similar matters under this Agreement,
Operator shall be paid a monthly competitive fee, as determined by Developer and
Operator.






	 	(e)	 	Right to Substitute Well Locations. Notwithstanding the provisions of
sub-section (a) above, if the Operator or Developer determines in good faith, with
respect to any Well Location, before operations begin under this Agreement on the Well
Location, that it would not be in the best interest of the parties to drill a well on
the Well Location, then the party making the determination shall notify the other party
of its determination and the basis for its determination and, unless otherwise
instructed by Developer, the well shall not be drilled. This determination may be based
on:






	 	(i)	 	the production or failure of production of any other
wells that may have been recently drilled in the immediate area of the Well
Location;




 


3









 











	 	(ii)	 	newly discovered title defects; or






	 	(iii)	 	any other evidence with respect to the Well Location as may have
been obtained.






If the well is not drilled, then Operator shall promptly propose a new well location
(including all information for the Well Location as Developer may reasonably request)
to be substituted for the original Well Location. Developer shall then have seven
(7) business days to either reject or accept the proposed new well location. If the
new well location is rejected, then Operator shall promptly propose another
substitute well location pursuant to the provisions of this sub-section.




Once the Developer accepts a substitute well location or does not reject it within
the seven (7) day period, this Agreement shall terminate as to the original Well
Location and the substitute well location shall become subject to the terms and
conditions of this Agreement.




	3.	 	Operator — Responsibilities in General; Covenants; Term.






	 	(a)	 	Operator — Responsibilities in General. Atlas shall be the Operator of the
wells and Well Locations subject to this Agreement and, as the Developer’s independent
contractor, shall, in addition to its other obligations under this Agreement do the
following:






	 	(i)	 	arrange for drilling and completing (or plugging) the wells and,
if a gas well, installing the necessary gas gathering line systems and
connection facilities;






	 	(ii)	 	make the technical decisions required in drilling, testing,
completing (or plugging), and operating the wells;






	 	(iii)	 	manage and conduct all field operations in connection with the
drilling, testing, completing (or plugging), equipping, operating, and producing
the wells;






	 	(iv)	 	maintain all wells, equipment, gathering lines if a gas well, and
facilities in good working order during their useful lives;






	 	(v)	 	perform the necessary administrative and accounting functions;
and






	 	(vi)	 	design water disposal plans, if needed, for the wells.






In performing the work contemplated by this Agreement, Operator is an independent
contractor with authority to control and direct the performance of the details of the
work.




	 	(b)	 	Covenants. Operator covenants and agrees that under this Agreement:






	 	(i)	 	it shall perform and carry on (or cause to be performed and
carried on) its duties and obligations in a good, prudent, diligent, and
workmanlike manner using technically sound, acceptable oil and gas field
practices then prevailing in the geographical area of the Well Locations;






	 	(ii)	 	all drilling and other operations conducted by, for and under the
control of Operator shall conform in all respects to federal, state and local
laws, statutes, ordinances, regulations, and requirements;






	 	(iii)	 	unless otherwise agreed in writing by the Developer, all work
performed pursuant to a written estimate shall conform to the technical
specifications set forth in the written estimate and all equipment and materials
installed or incorporated in the wells and facilities shall be new or used and
of good quality;




 


4









 











	 	(iv)	 	in the course of conducting operations, it shall comply with all
terms and conditions, other than any minimum drilling commitments, of the Leases
(and any related assignments, amendments, subleases, modifications and
supplements);






	 	(v)	 	it shall keep the Well Locations and all wells, equipment and
facilities located on the Well Locations free and clear of all labor, materials
and other types of liens or encumbrances arising out of operations;






	 	(vi)	 	it shall file all reports and obtain all permits and bonds
required to be filed with or obtained from any governmental authority or agency
in connection with the drilling or other operations and activities; and






	 	(vii)	 	it will provide competent and experienced personnel to supervise
drilling, completing (or plugging), and operating the wells and use the services
of competent and experienced service companies to provide any third party
services necessary or appropriate in order to perform its duties.






	 	(c)	 	Term. Atlas shall serve as Operator under this Agreement until the earliest
of:






	 	(i)	 	the termination of this Agreement pursuant to Section 13;






	 	(ii)	 	the termination of Atlas as Operator by the Developer at any time
in the Developer’s discretion, with or without cause on sixty (60) days’ advance
written notice to the Operator; or






	 	(iii)	 	the resignation of Atlas as Operator under this Agreement which
may occur on ninety (90) days’ written notice to the Developer at any time after
five (5) years from the date of this Agreement, it being expressly understood
and agreed that Atlas shall have no right to resign as Operator before the
expiration of the five-year period.






Any successor Operator shall be selected by the Developer. Nothing contained in this
sub-section shall relieve or release Atlas or the Developer from any liability or
obligation under this Agreement that accrued or occurred before Atlas’ removal or
resignation as Operator under this Agreement. On any change in Operator under this
provision, the then present Operator shall deliver to the successor Operator
possession of all records, equipment, materials and appurtenances used or obtained
for use in connection with operations under this Agreement and owned by the
Developer.




	4.	 	Operator’s Charges for Drilling and Completing Wells; Payment; Completion Determination; Dry
Hole Determination; Excess Funds and Cost Overruns-Intangible Drilling Costs; Excess Funds and
Cost Overruns-Tangible Costs.






	 	(a)	 	Operator’s Charges for Drilling and Completing Wells. Each oil and gas well
that is drilled and completed under this Agreement shall be drilled and completed for
an amount equal to the sum of the following items: (i) the Cost of permits, supplies,
materials, equipment, and all other items used in the drilling and completion of a well
provided by third-parties, or if the foregoing items are provided by Affiliates of the
Developer’s Managing General Partner, then those items shall be charged at competitive
rates; (ii) fees for third-party services; (iii) fees for services provided by the
Developer’s Managing General Partner’s Affiliates, which shall be charged at
competitive rates; (iv) an administration and oversight fee at a competitive rate in
the area where the well is situated, which is $244,222 per horizontal well in the
Marcellus Shale primary area, and $46,122 per horizontal well in the New Albany Shale
(Indiana) primary area; and (v) a mark-up in an amount equal to 18% of the sum of (i),
(ii), (iii) and (iv), above, for the Developer’s Managing General Partner’s services as
general drilling contractor as Operator under this Agreement.




 


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“Cost” shall mean the price paid by Operator in an arm’s-length transaction.
Additionally, if the Operator drills a well for the Developer that the Developer’s
Managing General Partner determines is not an average well in the area because of the
well’s depth, complexity associated with either drilling or completion activity or as
otherwise determined by the Managing General Partner, the administration and
oversight fee for the well described above, if applicable, and in §4.02(d)(1)(iv) of
the Developer’s Partnership Agreement, may be increased to a competitive rate as
determined by the Managing General Partner.




The estimated price for drilling and completing each of the wells shall be set forth
in an Authority for Expenditure (“AFE”) that shall be attached to this Agreement as
an Exhibit, and shall cover all ordinary costs which may be incurred in drilling and
completing (or plugging) each well. This includes without limitation, site
preparation, permits and bonds, roadways, surface damages, power at the site, water,
Operator’s compensation as set forth above, rights-of-way, drilling rigs, equipment
and materials, costs of title examinations, logging, cementing, fracturing, casing,
meters (other than utility purchase meters), connection facilities, salt water
collection tanks, separators, siphon string, rabbit, tubing, an average of 2,500 feet
of gathering line per well in connection with each gas well, and geological,
geophysical and engineering services.




After each intangible well or additional well is drilled and completed under this
Agreement, on request Operator shall prepare and deliver to the Developer an amended
AFE that sets forth the allocation between Intangible Drilling Costs and Tangible
Costs (as those terms are defined in Section 4(b), below, for the well based on the
actual costs to drill and complete the well.




	 	(b)	 	Payment. The Developer shall pay to Operator, in proportion to the share of
the Working Interest owned by the Developer in the wells, one hundred percent (100%) of
the estimated IDCs and Tangible Costs, as those terms are defined below, for drilling
and completing all initial wells on execution of this Agreement. Notwithstanding the
foregoing, Atlas’ payments for its share of the estimated Tangible Costs, as that term
is defined below, of drilling and completing all initial wells as the Managing General
Partner of the Developer shall be paid within five (5) business days of notice from
Operator that the costs have been incurred. The Developer’s payment shall be
nonrefundable in all events in order to enable Operator to do the following:






	 	(i)	 	commence site preparation for the initial wells;






	 	(ii)	 	obtain suitable subcontractors for drilling and completing or
plugging the initial wells at currently prevailing prices; and






	 	(iii)	 	insure the availability of equipment and materials.







For purposes of this Agreement, “Intangible Drilling Costs” or “IDCs” shall mean
those expenditures associated with property acquisition and the drilling and
completion of oil and gas wells that under present law are generally accepted as
fully deductible currently for federal income tax purposes. This includes:




	 	(i)	 	all expenditures made with respect to any well before the
establishment of production in commercial quantities for wages, fuel, repairs,
hauling, supplies and other costs and expenses incident to and necessary for the
drilling of the well and the preparation of the well for the production of oil
or gas, that are currently deductible pursuant to Section 263(c) of the Internal
Revenue Code of 1986, as amended (the “Code”), and Treasury Reg. Section
1.612-4, which are generally termed “intangible drilling and development costs”;






	 	(ii)	 	the expense of plugging and abandoning any well before a
completion attempt; and






	 	(iii)	 	the costs (other than Tangible Costs and Lease acquisition
costs) to re-enter and deepen an existing well, complete the well to deeper
formations or reservoirs, or plug and abandon the well if it is nonproductive
from the targeted deeper formations or reservoirs.




 


6









 











“Tangible Costs” shall mean those costs associated with property acquisition and the
drilling and completion of oil and gas wells that are generally accepted as capital
expenditures pursuant to the provisions of the Code. This includes:




	 	(i)	 	all costs of equipment, parts and items of hardware used in
drilling and completing (or plugging) a well;






	 	(ii)	 	the costs (other than IDCs and Lease acquisition costs) to
re-enter and deepen an existing well, complete the well to deeper formations or
reservoirs, or plug and abandon the well if it is nonproductive from the
targeted deeper formations or reservoirs; and






	 	(iii)	 	those items necessary to deliver acceptable oil and gas
production to purchasers to the extent installed downstream from the wellhead of
any well, which are required to be capitalized under the Code and its
regulations.






With respect to each additional well drilled on the Additional Well Locations, if
any, the Developer shall pay to Operator, in proportion to the share of the Working
Interest owned by the Developer in the wells, one hundred percent (100%) of the
estimated IDCs and Tangible Costs for drilling and completing the well on execution
of the applicable addendum pursuant to Section l(c) above. Notwithstanding the
foregoing, Atlas’ payments for its share of the estimated Tangible Costs of drilling
and completing all additional wells as the Managing General Partner of the Developer
shall be paid within five (5) business days of notice from Operator that the costs
have been incurred.




The Developer’s payment shall be nonrefundable in all events in order to enable
Operator to do the following:




	 	(i)	 	commence site preparation for the additional wells;






	 	(ii)	 	obtain suitable subcontractors for drilling and completing the
additional wells at currently prevailing prices; and






	 	(iii)	 	insure the availability of equipment and materials.






Developer shall pay, in proportion to the share of the Working Interest owned by the
Developer in the wells, any extra costs incurred for each well pursuant to
sub-section (a) above within ten (10) business days of its receipt of Operator’s
statement for the extra costs.




	 	(c)	 	Completion Determination. Operator shall determine whether or not to run the
production casing for an attempted completion or to plug and abandon any well drilled
under this Agreement. However, a well shall be completed only if Operator has made a
good faith determination that there is a reasonable possibility of obtaining commercial
quantities of oil and/or gas.






	 	(d)	 	Dry Hole Determination. If Operator determines at any time during the drilling
or attempted completion of any well drilled under this Agreement, in accordance with
the generally accepted and customary oil and gas field practices and techniques then
prevailing in the geographic area of the Well Location that the well should not be
completed, then it shall promptly and properly plug and abandon the well.






	 	(e)	 	Excess Funds and Cost Overruns-Intangible Drilling Costs. Any estimated IDCs
(which are the IDCs set forth on the AFE Exhibit) prepaid by Developer with respect to
any well that exceed Operator’s price specified in sub-section (a) above for the
Intangible Drilling Costs of the well (i.e., the actual IDCs) shall be retained by
Operator. This excess of estimated IDCs as reflected on the AFE Exhibit over the
actual price of the IDCs for the well shall be applied, in proportion to the share of
the Working Interest owned by the Developer in the wells, to:






	 	(i)	 	the IDCs of an additional well or wells to be drilled on the
Additional Well Locations; or




 


7









 











	 	(ii)	 	any cost overruns owed by the Developer to Operator for IDCs on
one or more of the other wells on the Well Locations.






Conversely, if Operator’s price specified in sub-section (a) above for the IDCs of
any well (i.e., the actual IDCs) exceeds the estimated IDCs (which are the IDCs set
forth on the AFE Exhibit) prepaid by Developer for the well, then:




	 	(i)	 	Developer shall pay the additional price to Operator within ten
(10) business days after notice from Operator that the additional amount is due
and owing; or






	 	(ii)	 	Developer and Operator may agree to delete or reduce Developer’s
Working Interest in the well or one or more of the other wells to be drilled
under this Agreement to provide funds to pay the additional amounts owed by
Developer to Operator. If doing so results in any excess prepaid IDCs, then
these funds shall be applied, in proportion to the share of the Working Interest
owned by the Developer in the wells, to:






	 	(a)	 	the IDCs of an additional well or wells to be
drilled on the Additional Well Locations; or






	 	(b)	 	any cost overruns owed by the Developer to Operator
for IDCs of one or more of the other wells on the Well Locations.






The Exhibits to this Agreement with respect to the affected wells shall be amended as
appropriate.




	 	(f)	 	Excess Funds and Cost Overruns — Tangible Costs. Any estimated Tangible Costs
(which are the Tangible Costs set forth on the AFE Exhibit) prepaid by Developer with
respect to any well that exceed Operator’s price specified in sub-section (a) above for
the Tangible Costs of the well (i.e., the actual Tangible Costs) shall be retained by
Operator. This excess of Tangible Costs as reflected on the AFE Exhibit over the
actual price of the Tangible Costs for the well shall be applied, in proportion to the
share of the Working Interest owned by the Developer in the wells, to:






	 	(i)	 	the Developer’s Participants’ share of the Tangible Costs for an
additional well or wells to be drilled on the Additional Well Locations; or






	 	(ii)	 	any cost overruns owed by the Developer to Operator for the
Developer’s Participants’ share of the Tangible Costs or Intangible Drilling
Costs of one or more of the other wells on the Well Locations.






Conversely, if Operator’s price specified in sub-section (a) above for the
Developer’s Participants’ share of Tangible Costs of any well (i.e., the actual
Tangible Costs) exceeds the estimated Tangible Costs (which are the Tangible Costs
set forth on the AFE Exhibit) prepaid by Developer for the Developer’s Participants’
share of the Tangible Costs for the well, then:




	 	(i)	 	Developer shall pay the additional price to Operator within ten
(10) business days after notice from Operator that the additional price is due
and owing; or






	 	(ii)	 	Developer and Operator may agree to delete or reduce Developer’s
Working Interest in the well or one or more of the other wells to be drilled
under this Agreement to provide funds to pay the additional amounts owed by
Developer to Operator. If doing so results in any excess prepaid Tangible
Costs, then these funds shall be applied, in proportion to the share of the
Working Interest owned by the Developer in the wells, to:






	 	(a)	 	the Developer’s Participants’ share of the Tangible
Costs of an additional well or wells to be drilled on the Additional Well
Locations; or






	 	(b)	 	any cost overruns owed by the Developer to Operator
for the Developer’s Participants’ share of the Tangible Costs or
Intangible Drilling Costs of one or more of the other wells on the Well
Locations.





 


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	 	(iii)	 	The Developer’s Participants’ share of the Tangible Costs, in
the aggregate, of all of the wells drilled under this Agreement and any
additional wells to be drilled on the Additional Well Locations under any
Addendum to this Agreement shall not exceed fifteen percent (15%) of the total
price prepaid by Developer to Operator pursuant to Section 4(b) of this
Agreement or any Addendum hereto. The Developer’s Managing General Partner
shall pay all remaining Tangible Costs owed by Developer to Operator.
Developer’s Managing General Partner’s share of Tangible Costs for the wells
drilled under this Agreement, or any Addendum hereto, shall be paid within five
(5) business days of notice from Operator that the Tangible Costs have been
incurred. The Developer’s Participants’ share of the Tangible Costs of any one
well drilled under this Agreement shall be determined, subject to the preceding
sentence, taking into account the Developer’s share of all of the Tangible Costs
of all of the wells to be drilled under this Agreement and any Addendum hereto.






The Exhibits to this Agreement with respect to the affected wells shall be amended as
appropriate.




	5.	 	Title Examination of Well Locations; Developer’s Acceptance and Liability; Additional Well
Locations.






	 	(a)	 	Title Examination of Well Locations, Developer’s Acceptance and Liability. The
Developer acknowledges that Operator has furnished Developer with the title opinions
identified on Exhibit A, and other documents and information that Developer or its
counsel has requested in order to determine the adequacy of the title to the Initial
Well Locations and leased premises subject to this Agreement. The Developer accepts
the title to the Initial Well Locations and leased premises and acknowledges and agrees
that, except for any loss, expense, cost, or liability caused by the breach of any of
the warranties and representations made by the Operator in Section l(b), any loss,
expense, cost or liability whatsoever caused by or related to any defect or failure of
the Developer’s title shall be the sole responsibility of and shall be borne entirely
by the Developer.






	 	(b)	 	Additional Well Locations. Before beginning drilling of any well on any
Additional Well Location, Operator shall conduct, or cause to be conducted, a title
examination of the Additional Well Location, in order to obtain appropriate abstracts,
opinions and certificates and other information necessary to determine the adequacy of
title to both the applicable Lease and the fee title of the lessor to the premises
covered by the Lease. The results of the title examination and such other information
as is necessary to determine the adequacy of title for drilling purposes shall be
submitted to the Developer for its review and acceptance. No drilling on the
Additional Well Location shall begin until the title has been accepted in writing by
the Developer or Developer has otherwise authorized the drilling on the Additional Well
Location. After any title has been accepted by the Developer or drilling on the
Additional Well Location has begun, any loss, expense, cost, or liability whatsoever,
caused by or related to any defect or failure of the Developer’s title shall be the
sole responsibility of and shall be borne entirely by the Developer, unless such loss,
expense, cost, or liability was caused by the breach of any of the warranties and
representations made by the Operator in Section l(b).






	6.	 	Operations Subsequent to Completion of the Wells; Fee Adjustments; Extraordinary Costs;
Pipelines; Price Determinations; Plugging and Abandonment.






	 	(a)	 	Operations Subsequent to Completion of the Wells. Beginning with the month in
which a well drilled under this Agreement begins to produce, Operator shall be entitled
to an operating fee at a competitive rate in the area where the well is situated, which
is $975 per month for each productive well in the Marcellus Shale in western
Pennsylvania and $1,500 per month for each productive well in the New Albany Shale in
Indiana. The operating fees shall be proportionately reduced, on a well-by-well basis
to the extent the Developer owns less than 100% of the Working Interest in a well.
This fee shall be in lieu of any direct
charges by Operator for its services or the provision by Operator of its equipment
for normal superintendence and maintenance of the wells and related pipelines and
facilities.




 


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The operating fees shall cover all normal, regularly recurring operating expenses for
the production, delivery and sale of natural gas, including without limitation:




	 	(i)	 	well tending, routine maintenance and adjustment;
	 
	 	(ii)	 	reading meters, recording production, pumping, maintaining appropriate books and records;
	 
	 	(iii)	 	preparing reports to the Developer and government agencies; and
	 
	 	(iv)	 	collecting and disbursing revenues.






The operating fees shall not cover costs and expenses related to the following:




	 	(i)	 	the production and sale of oil;
	 
	 	(ii)	 	the collection and disposal of salt water or other liquids produced by the wells;
	 
	 	(iii)	 	the rebuilding of access roads; and
	 
	 	(iv)	 	the purchase of equipment, materials or third party services;






which, subject to the provisions of sub-section (c) of this Section 6, shall be
invoiced by Operator to the Developer on a monthly basis, and shall be paid by the
Developer within ten (10) business days after notice from Operator that the
additional amounts are due and owing in proportion to the share of the Working
Interest owned by the Developer in the wells.




Any well that is temporarily abandoned or shut-in continuously for an entire calendar
month shall not be considered a producing well for purposes of determining the number
of wells in the month subject to the operating fee.




	 	(b)	 	Fee Adjustments. The monthly operating fee set forth in sub-section (a) above
may be adjusted by Operator annually, as of the first day of January (the “Adjustment
Date”) of each year, beginning January 1, 2011. This adjustment, if any, shall not
exceed the percentage increase in the average weekly earnings of “Crude Petroleum,
Natural Gas, and Natural Gas Liquids” workers, as published by the U.S. Department of
Labor, Bureau of Labor Statistics, and shown in Employment and Earnings Publication,
Monthly Establishment Data, Hours and Earning Statistical Table C-2, Index Average
Weekly Earnings of “Crude Petroleum, Natural Gas, and Natural Gas Liquids” workers, SIC
Code #131-2, or any successor index thereto, since January l, 2010, in the case of the
first adjustment, and since the previous Adjustment Date, in the case of each
subsequent adjustment.






In addition, the monthly operating fee set forth in sub-section (a) above for any
given well or wells being operated under this Agreement may be increased beyond the
annual adjustment described in the prior paragraph without advance notice to the
Developer, from time-to-time, to the competitive rate in the area where the well(s)
are situated, as determined by the Operator in its sole discretion.




	 	(c)	 	Extraordinary Costs. Without the prior written consent of the Developer,
pursuant to a written estimate submitted by Operator, Operator shall not undertake any
single project or incur any extraordinary cost with respect to any well being produced
under this Agreement that is reasonably estimated to result in an expenditure of more
than $5,000, unless the project or extraordinary cost is necessary for the following:






	 	(i)	 	to safeguard persons or property; or





	 	(ii)	 	to protect the well or related facilities in the event of a
sudden emergency.





 


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In no event, however, shall the Developer be required to pay for any project or
extraordinary cost arising from the negligence or misconduct of Operator, its agents,
servants, employees, subcontractors, licensees, or invitees.




All extraordinary costs incurred and the cost of projects undertaken under this
section with respect to a well being produced under this Agreement shall be billed to
the Developer at the invoice cost of third-party services performed or materials
purchased together with a reasonable and competitive charge by Operator for any
services performed directly by it, in proportion to the share of the Working Interest
owned by the Developer in the well. Operator shall have the right to require the
Developer to pay in advance all or a portion of the estimated costs of a project
undertaken under this section, before undertaking the project, in proportion to the
share of the Working Interest owned by the Developer in the well or wells.




	 	(d)	 	Pipelines. Subject to Sections 2 (d) and 4 (a) relating to Developer’s
interest in gathering lines for the wells, Developer shall have no interest in any
natural gas pipeline and gathering system or processing plant, including but not
limited to gathering system’s owned by the Operator or its Affiliates, including Laurel
Mountain Midstream, LLC’s gathering system and processing plants in Indiana in which an
affiliate of the Developer owns an interest. Also, Developer shall not be charged any
cost or expense for the construction, expansion or maintenance of those pipeline and
gathering systems or processing plants.






	 	(e)	 	Price Determinations. Notwithstanding anything in this Agreement to the
contrary, the Developer shall pay all costs in proportion to the share of the Working
Interest owned by the Developer in the wells with respect to obtaining price
determinations under and otherwise complying with the Natural Gas Policy Act of 1978
and the implementing state regulations. This responsibility shall include, without
limitation, preparing, filing, and executing all applications, affidavits, interim
collection notices, reports and other documents necessary or appropriate to obtain
price certification, to effect sales of natural gas, or otherwise to comply with the
Act and the implementing state regulations.






Operator agrees to furnish the information and render the assistance as the Developer
may reasonably request in order to comply with the Act and the implementing state
regulations without charge for services performed by its employees.




	 	(f)	 	Plugging and Abandonment. The Developer shall have the right to direct
Operator to plug and abandon any well that has been completed under this Agreement as a
producer. In addition, Operator shall not plug and abandon any well that has been
drilled and completed as a producer under this Agreement before obtaining the written
consent of the Developer. However, if the Operator determines that any well drilled
and completed under this Agreement as a producer shall be plugged and abandoned in
accordance with the generally accepted and customary oil and gas field practices and
techniques then prevailing in the geographic area of the well location, and makes a
written request to the Developer for authority to plug and abandon the well and the
Developer fails to respond in writing to the request within forty-five (45) days
following the date of the request, then the Developer shall be deemed to have consented
to the plugging and abandonment of the well.






All costs and expenses related to plugging and abandoning wells that have been
drilled and completed under this Agreement as producing wells shall be borne and paid
by the Developer in proportion to the share of the Working Interest owned by the
Developer in the wells. Also, at any time after one (1) year from the date each well
drilled and completed under this Agreement is placed into production, Operator shall
have the right to deduct each month from the proceeds of the sale of the production
from the well up to $200, in proportion to the share of the Working Interest owned by
the Developer in the well, for the purpose of establishing a fund to cover the
Operator’s estimate of the Developer’s share of the costs of eventually plugging and
abandoning the well. All of these funds shall be deposited by Operator in a separate
interest bearing escrow account for the account of the Developer, and the total
amount so retained and deposited
shall not exceed Operator’s reasonable estimate of Developer’s share of the costs of
eventually plugging and abandoning the well.


 


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	7.	 	Billing and Payment Procedure with Respect to Operation of Wells; Disbursements; Separate
Account for Sale Proceeds; Records and Reports; Additional Information.






	 	(a)	 	Billing and Payment Procedure with Respect to Operation of Wells. Operator
shall promptly and timely pay and discharge on behalf of the Developer, in proportion
to the share of the Working Interest owned by the Developer in the wells, the
following:






	 	(i)	 	all expenses and liabilities payable and incurred by reason of
its operation of the wells in accordance with this Agreement, such as severance
taxes, royalties, overriding royalties, operating fees, and pipeline gathering
charges; and






	 	(ii)	 	any third-party invoices received by Operator with respect to the
Developer’s share of the costs and expenses incurred in connection with the
operation of the wells.






Operator, however, shall not be required to pay and discharge any of the above costs
and expenses that are being contested in good faith by Operator.




Operator shall:




	 	(i)	 	deduct the foregoing costs and expenses from the Developer’s
share of the proceeds of the oil and/or gas sold from the wells; and






	 	(ii)	 	keep an accurate record of the Developer’s account, showing
expenses incurred and charges and credits made and received with respect to each
well.






If the Developer’s share of the proceeds of the oil and/or gas sold from the wells is
insufficient to pay the costs and expenses, then Operator shall promptly and timely
pay and discharge the costs and expenses described above, in proportion to the share
of the Working Interest owned by the Developer in the wells, and prepare and submit
an invoice to the Developer each month for those costs and expenses. The invoice
shall be accompanied by the form of statement specified in sub-section (b) below, and
shall be paid by the Developer within ten (10) business days of its receipt.




	 	(b)	 	Disbursements. Operator shall disburse to the Developer, on a monthly basis,
the Developer’s share of the proceeds received from the sale of oil and/or gas sold
from the wells operated under this Agreement, less:






	 	(i)	 	the amounts charged to the Developer under sub-section (a); and






	 	(ii)	 	the amount, if any, withheld by Operator for future plugging
costs pursuant to sub-section (f) of Section 6.






Each disbursement made and/or invoice submitted to the Developer pursuant to
sub-section (a) above shall be accompanied by a statement from the Operator itemizing
with respect to each well:




	 	(i)	 	the total production of oil and/or gas since the date of the last
disbursement or invoice billing period, as the case may be, and the Developer’s
share of the production;






	 	(ii)	 	the total proceeds received from any sale of the production, and
the Developer’s share of the proceeds;






	 	(iii)	 	the costs and expenses deducted from the proceeds and/or being
billed to the Developer pursuant to sub-section (a) above;




 


12









 











	 	(iv)	 	the amount withheld for future plugging costs; and






	 	(v)	 	any other information as Developer may reasonably request,
including without limitation copies of all third-party invoices listed on the
statement for the period.






	 	(c)	 	Separate Account for Sale Proceeds. Operator agrees to deposit all proceeds
from the sale of oil and/or gas sold from the wells operated under this Agreement in a
separate checking account maintained by Operator. This account shall be used solely
for the purpose of collecting and disbursing funds constituting proceeds from the sale
of production under this Agreement.






	 	(d)	 	Records and Reports. In addition to the statements required under sub-section
(b) above, Operator, within seventy-five (75) days after the completion of each well
drilled, shall furnish the Developer with a detailed statement itemizing with respect
to the well the total costs and charges under Section 4(a) and the Developer’s share of
the costs and charges, and any other information as is necessary to enable the
Developer:






	 	(i)	 	to allocate any extra costs incurred with respect to the well
between Tangible Costs and Intangible Drilling Costs; and






	 	(ii)	 	to determine the amount of the investment tax credit or marginal
well production tax credit, if applicable.






	 	(e)	 	Additional Information. Operator shall promptly furnish the Developer with any
additional information as it may reasonably request, including without limitation
geological, technical, and financial information, in the form as may reasonably be
requested, pertaining to any phase of the operations and activities governed by this
Agreement. The Developer and its authorized employees, agents and consultants,
including independent accountants shall, at Developer’s sole cost and expense:






	 	(i)	 	on at least ten (10) days’ written notice to Operator have access
during normal business hours to all of Operator’s records pertaining to
operations under this Agreement, including without limitation, the right to
audit the books of account of Operator relating to all receipts, costs, charges,
expenses and disbursements and information regarding the separate account
required under sub-section (c); and






	 	(ii)	 	have access, at its sole risk, to any wells drilled by Operator
under this Agreement at all times to inspect and observe any machinery,
equipment and operations.






	8.	 	Operator’s Lien; Right to Collect From Oil or Gas Purchaser.






	 	(a)	 	Operator’s Lien. To secure the payment of all sums due from Developer to
Operator under this Agreement, the Developer grants Operator a first and preferred lien
on and security interest in the following:






	 	(i)	 	the Developer’s interest in the Leases covered by this Agreement;






	 	(ii)	 	the Developer’s interest in oil and gas produced under this
Agreement and its share of the proceeds from the sale of the oil and gas; and






	 	(iii)	 	the Developer’s interest in materials and equipment under this
Agreement.






	 	(b)	 	Right to Collect From Oil or Gas Purchaser. If the Developer fails to timely
pay any amount owing under this Agreement by it to the Operator, then Operator, without
prejudice to other existing remedies, may collect and retain from any purchaser or
purchasers of oil or gas the Developer’s share of the proceeds from the sale of the oil
and gas until the amount owed by the Developer, plus twelve percent (12%) interest on a
per annum basis, and any additional costs (including without limitation actual
attorneys’ fees and costs)
resulting from the delinquency, has been paid. Each purchaser of oil or gas shall be
entitled to rely on Operator’s written statement concerning the amount of any
default.




 


13









 











	9.	 	Successors and Assigns; Transfers; Appointment of Agent.






	 	(a)	 	Successors and Assigns. This Agreement shall be binding on and inure to the
benefit of the undersigned parties and their respective successors and permitted
assigns. However, without the prior written consent of the Developer, the Operator may
not assign, transfer, pledge, mortgage, hypothecate, sell or otherwise dispose of any
of its interest in this Agreement, or any of its rights or obligations under this
Agreement. Notwithstanding, this consent shall not be required in connection with:






	 	(i)	 	the assignment of work to be performed for Operator to
subcontractors, it being understood and agreed, however, that any assignment to
Operator’s subcontractors shall not in any manner relieve or release Operator
from any of its obligations and responsibilities under this Agreement;






	 	(ii)	 	any lien, assignment, security interest, pledge or mortgage
arising under Operator’s present or future financing arrangements; or






	 	(iii)	 	the liquidation, merger, consolidation, or other corporate
reorganization or sale of substantially all of the assets of Operator.






Further, in order to maintain uniformity of ownership in the wells, production,
equipment, and leasehold interests covered by this Agreement, and notwithstanding any
other provision of this Agreement to the contrary, the Developer shall not, without
the prior written consent of Operator, sell, assign, transfer, encumber, mortgage or
otherwise dispose of any of its interest in the wells, production, equipment or
leasehold interests covered by this Agreement unless the disposition encompasses
either:




	 	(i)	 	the entire interest of the Developer in all wells, production,
equipment and leasehold interests subject to this Agreement; or






	 	(ii)	 	an equal undivided interest in all such wells, production,
equipment, and leasehold interests.






	 	(b)	 	Transfers. Subject to the provisions of sub-section (a) above, any sale,
encumbrance, transfer or other disposition made by the Developer of its interests in
the wells, production, equipment, and/or leasehold interests covered by this Agreement
shall be made:






	 	(i)	 	expressly subject to this Agreement;
	 
	 	(ii)	 	without prejudice to the rights of the Operator; and
	 
	 	(iii)	 	in accordance with and subject to the provisions of the Leases
covering the Well Locations.






	 	(c)	 	Appointment of Agent. If at any time the interest of the Developer is divided
among or owned by co-owners, Operator may, in its discretion, require the co-owners to
appoint a single trustee or agent with full authority to do the following:






	 	(i)	 	receive notices, reports and distributions of the proceeds from
production;
	 
	 	(ii)	 	approve expenditures;






	 	(iii)	 	receive billings for and approve and pay all costs, expenses and
liabilities incurred under this Agreement;






	 	(iv)	 	exercise any rights granted to the co-owners under this
Agreement;




 


14









 











	 	(v)	 	grant any approvals or authorizations required or contemplated by
this Agreement;






	 	(vi)	 	sign, execute, certify, acknowledge, file and/or record any
agreements, contracts, instruments, reports, or documents whatsoever in
connection with this Agreement or the activities contemplated by this Agreement;
and






	 	(vii)	 	deal generally with, and with power to bind, the co-owners with
respect to all activities and operations contemplated by this Agreement.






However, all the co-owners shall continue to have the right to enter into and execute
all contracts or agreements for their respective shares of the oil and gas produced
from the wells drilled under this Agreement in accordance with sub-section (c) of
Section 11.




	10.	 	Operator’s Insurance; Subcontractors’ Insurance; Operator’s Liability.






	 	(a)	 	Operator’s Insurance. Operator shall obtain and maintain at its own expense so
long as it is Operator under this Agreement all required Workmen’s Compensation
Insurance and comprehensive general public liability insurance in amounts and coverage
not less than $1,000,000 per person per occurrence for personal injury or death and
$1,000,000 for property damage per occurrence, which shall include coverage for
blow-outs, and total liability coverage of not less than $10,000,000.






Subject to the above limits, the Operator’s general public liability insurance shall
be in all respects comparable to that generally maintained in the industry with
respect to services of the type to be rendered and activities of the type to be
conducted under this Agreement. Operator’s general public liability insurance shall,
if permitted by Operator’s insurance carrier:




	 	(i)	 	name the Developer as an additional insured party; and






	 	(ii)	 	provide that at least thirty (30) days’ prior notice of
cancellation and any other adverse material change in the policy shall be given
to the Developer.






However, the Developer shall reimburse Operator for the additional cost, if any, of
including it as an additional insured party under the Operator’s insurance.




Current copies of all policies or certificates of the Operator’s insurance coverage
shall be delivered to the Developer on request. It is understood and agreed that
Operator’s insurance coverage may not adequately protect the interests of the
Developer and that the Developer shall carry at its expense the excess or additional
general public liability, property damage, and other insurance, if any, as the
Developer deems appropriate.




	 	(b)	 	Subcontractors’ Insurance. Operator shall require all of its subcontractors to
carry all required Workmen’s Compensation Insurance and to maintain such other
insurance, if any, as Operator in its discretion may require.






	 	(c)	 	Operator’s Liability. Operator’s liability to the Developer as Operator under
this Agreement shall be limited to, and Operator shall indemnify the Developer and hold
it harmless from, claims, penalties, liabilities, obligations, charges, losses, costs,
damages, or expenses (including but not limited to reasonable attorneys’ fees) as
provided in Section 4.05 of the Developer’s Partnership Agreement.






	11.	 	Internal Revenue Code Election; Relationship of Parties; Right to Take Production in Kind.






	 	(a)	 	Internal Revenue Code Election. With respect to this Agreement, each of the
parties elects under Section 761(a) of the Internal Revenue Code of 1986, as amended,
to be excluded from the provisions of Subchapter K of Chapter 1 of Subtitle A of the
Internal Revenue Code of 1986, as amended. If the income
tax laws of the state or states in which the property covered by this Agreement is
located contain, or may subsequently contain, a similar election, each of the parties
agrees that the election shall be exercised.




 


15









 











Beginning with the first taxable year of operations under this Agreement, each party
agrees that the deemed election provided by Section 1.761-2(b)(2)(ii) of the
Regulations under the Internal Revenue Code of 1986, as amended, will apply; and no
party will file an application under Section 1.761-2 (b)(3)(i) of the Regulations to
revoke the election. Each party agrees to execute the documents and make the filings
with the appropriate governmental authorities as may be necessary to effect the
election.




	 	(b)	 	Relationship of Parties. It is not the intention of the parties to create, nor
shall this Agreement be construed as creating, a mining or other partnership or
association or to render the parties liable as partners or joint venturers for any
purpose. Operator shall be deemed to be an independent contractor and shall perform
its obligations as set forth in this Agreement.






	 	(c)	 	Right to Take Production in Kind. Subject to the provisions of Section 8
above, the Developer shall have the exclusive right to sell or dispose of its
proportionate share of all oil and gas produced from the wells to be drilled under this
Agreement, exclusive of production:






	 	(i)	 	that may be used in development and producing operations;
	 
	 	(ii)	 	unavoidably lost; and
	 
	 	(iii)	 	used to fulfill any free gas obligations under the terms of the
applicable Lease or Leases.






Operator shall not have any right to sell or otherwise dispose of the oil and gas.
The Developer shall have the exclusive right to execute all contracts relating to the
sale or disposition of its proportionate share of the production from the wells
drilled under this Agreement.




Developer shall have no interest in any gas supply agreements of Operator, except the
right to receive Developer’s share of the proceeds received from the sale of any gas
or oil from wells developed under this Agreement. The Developer agrees to designate
Operator or Operator’s designated bank agent as the Developer’s collection agent in
any contracts. On request, Operator shall assist Developer in arranging the sale or
disposition of Developer’s oil and gas under this Agreement and shall promptly
provide the Developer with all relevant information that comes to Operator’s
attention regarding opportunities for selling production.




If Developer fails to take in kind or separately dispose of its proportionate share
of the oil and gas produced under this Agreement, then Operator shall have the right,
subject to the revocation at will by the Developer, but not the obligation, to
purchase the oil and gas or sell it to others at any time and from time to time, for
the account of the Developer at the best price obtainable in the area for the
production. Notwithstanding, Operator shall have no liability to Developer should
Operator fail to market the production.




Any such purchase or sale by Operator shall be subject always to the right of the
Developer to exercise at any time its right to take in-kind, or separately dispose
of, its share of oil and gas not previously delivered to a purchaser. Any purchase
or sale by Operator of the Developer’s share of oil and gas under this Agreement
shall be only for reasonable periods of time as are consistent with the minimum needs
of the oil and gas industry under the particular circumstances, but in no event for a
period in excess of one (1) year.




	12.	 	Effect of Force Majeure; Definition of Force Majeure; Limitation.






	 	(a)	 	Effect of Force Majeure. If Operator is rendered unable, wholly or in part, by
force majeure (as defined below) to carry out any of its obligations under this
Agreement, including but not limited to beginning the drilling of one or more wells by
the applicable times set forth in Section 2(b), or any Addendum to this Agreement, the
obligations of the Operator, so far as it is affected by the force majeure,
shall be suspended during but no longer than, the continuance of the force majeure.
The Operator shall give to the Developer prompt written notice of the force majeure
with reasonably full particulars concerning it. Operator shall use all reasonable
diligence to remove the force majeure as quickly as possible to the extent the same
is within its reasonable control.




 


16









 











	 	(b)	 	Definition of Force Majeure. The term “force majeure” shall mean an act of
God, strike, lockout, or other industrial disturbance, act of the public enemy, war,
terrorist acts, blockade, public riot, lightning, fire, storm, flood, explosion,
governmental restraint, unavailability of drilling rigs, equipment or materials, plant
shut-downs, curtailments by oil and gas purchasers and any other causes whether of the
kind specifically enumerated above or otherwise, which directly preclude Operator’s
performance under this Agreement and are not reasonably within the control of the
Operator including, but not limited to, the inability of Operator to begin the drilling
of the wells subject to this Agreement by the applicable times set forth in Section
2(b) or in any Addendum to this Agreement due to decisions of third-party operators to
delay drilling the wells, poor weather conditions, inability to obtain drilling
permits, access rights to the drilling site or title problems.






	 	(c)	 	Limitation. The requirement that any force majeure shall be remedied with all
reasonable dispatch shall not require the settlement of strikes, lockouts, or other
labor difficulty affecting the Operator contrary to its wishes. The method of handling
these difficulties shall be entirely within the discretion of the Operator.






	13.	 	Term.






This Agreement shall become effective when executed by Operator and the Developer. Except
as provided in sub-section (c) of Section 3, this Agreement shall continue and remain in
full force and effect for the productive lives of each well being operated under this
Agreement.




	14.	 	Governing Law; Invalidity.






	 	(a)	 	Governing Law. This Agreement shall be governed by, construed and interpreted
in accordance with the laws of the Commonwealth of Pennsylvania, excluding its conflict
of law provisions.






	 	(b)	 	Invalidity. The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions of this Agreement, and this
Agreement shall be construed in all respects as if the invalid or unenforceable
provision were omitted.






	15.	 	Integration; Written Amendment.






	 	(a)	 	Integration. This Agreement, including the Exhibits to this Agreement,
constitutes and represents the entire understanding and agreement of the parties with
respect to the subject matter of this Agreement and supersedes all prior negotiations,
understandings, agreements, and representations relating to the subject matter of this
Agreement.






	 	(b)	 	Written Amendment. No change, waiver, modification, or amendment of this
Agreement shall be binding or of any effect unless in writing duly signed by the party
against which the change, waiver, modification, or amendment is sought to be enforced.






	16.	 	Waiver of Default or Breach.






No waiver by any party to any default of or breach by any other party under this Agreement
shall operate as a waiver of any future default or breach, whether of like or different
character or nature.



 


17









 






	17.	 	Notices.






Unless otherwise provided in this Agreement, all notices, statements, requests, or demands
that are required or contemplated by this Agreement shall be in writing and shall be
hand-delivered or sent by registered or certified
mail, postage prepaid, to the following addresses until a party’s address is changed by
certified or registered letter so addressed to the other party:




	 	(i)	 	If to the Operator, to:






Atlas Resources, LLC

Westpointe Corporate Center One

1550 Coraopolis Heights Road

Suite 300

Moon Township, Pennsylvania 15108

Attention: President




	 	(ii)	 	If to Developer, to:






Atlas Resources Series 28-2010 L.P.

c/o Atlas Resources, LLC

Westpointe Corporate Center One

1550 Coraopolis Heights Road

Suite 300

Moon Township, Pennsylvania 15108




Notices that are served by registered or certified mail on the parties in the manner
provided above shall be deemed sufficiently served or given for all purposes under this
Agreement at the time the notice is hand-delivered or mailed in any post office or branch
post office regularly maintained by the United States Postal Service or any successor. All
payments shall be hand-delivered or sent by United States mail, postage prepaid to the
addresses set forth above until a party’s address is changed by certified or registered
letter so addressed to the other party.




	18.	 	Interpretation.






The titles of the Sections in this Agreement are for convenience of reference only and shall
not control or affect the meaning or construction of any of the terms and provisions of this
Agreement. As used in this Agreement, the plural shall include the singular and the
singular shall include the plural whenever appropriate.




	19.	 	Counterparts.






The parties may execute this Agreement in any number of separate counterparts, each of
which, when executed and delivered by the parties, shall have the force and effect of an
original; but all counterparts of this Agreement shall be deemed to constitute one and the
same instrument.



IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	ATLAS RESOURCES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frank P. Carolas	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Frank P. Carolas, Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS RESOURCES SERIES 28-2010 L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By its Managing General Partner:


ATLAS RESOURCES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Frank P. Carolas	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Frank P. Carolas, Executive Vice President	 	 






 


18









 





DESCRIPTION OF LEASES AND INITIAL WELL LOCATIONS




[To be completed as information becomes available]





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
     
and recorded in Deed Book Volume
 _____, Page
 _____ 

in the Recorder’s Office
of County,
                    ,
covering approximately
 _____ 

acres in
                    
                    
Township,
                    
                    
County,
                                        .






	 	(b)	 	The portion of the leasehold estate constituting the                                         
No.
 _____ 

Well Location is described on the map attached hereto as Exhibit A-l.






	 	(c)	 	
Title Opinion of                     ,                     ,
                    ,                     , dated                     , 20_____.






	 	(d)	 	The Developer’s interest in the leasehold estate constituting this Well
Location is an undivided
 _____% Working Interest to those oil and gas
rights from the surface to the deepest depth penetrated at the cessation of drilling
activities (which is                      feet), subject to the landowner’s royalty interest and
overriding royalty interests.





Exhibit A




 


 









 







Well Name, Twp.

County, State




ASSIGNMENT OF OIL AND GAS LEASE




STATE/COMMONWEALTH OF                                                             




COUNTY OF                                                             




KNOW ALL MEN BY THESE PRESENTS:




THAT the undersigned                                                                  
               
(collectively, hereinafter called “Assignor”), for and in consideration of One Dollar and other
valuable consideration ($1.00 ovc), the receipt and adequacy of which is hereby acknowledged, does
hereby sell, assign, transfer and set over unto _____ (hereinafter called “Assignee”), an undivided
                                         in, and to, the oil and gas lease(s) described as follows:



with respect to the well(s) known as                                         , but only to the extent described as
follows (with all other interests being expressly reserved to Assignor) [check one box to
show applicability]:




	o	 	 Horizontal Antrim Shale Well(s): Subject to the exception(s) set
forth below, if any, and as shown on the attached plat(s), the well
bore plus one hundred twenty-five feet on either side of the center
line of the lateral in the well extending from the beginning of the
first perforation to the end of the last perforation and from the top
of the Lachine Member to the bottom of the Antrim zone.
	 
	o	 	 Vertical Antrim Shale Well(s): Subject to the exception(s) set forth
below, if any, eighty (80) acres surrounding the well bore, as shown
on the attached plat(s), from the surface of the earth to the deepest
depth penetrated.
	 
	o	 	 Horizontal Marcellus Shale Well(s): Subject to the exception(s) set
forth below, if any, and as shown on the attached plat(s), the well
bore plus one hundred twenty-five (125) feet on either side of the
center line of the lateral in the well extending from the beginning of
the first perforation to the end of the last perforation and from the
bottom of the Tully zone to the bottom of the Marcellus Shale
formation.
	 
	o	 	 Horizontal New Albany Shale Well(s): Subject to the exception(s) set
forth below, if any, and as shown on the attached plat(s), the well
bore plus one hundred twenty-five (125) feet on either side of the
center line of the lateral in the well extending from the beginning of
the first perforation or open hole section to the end of the last
perforation or last open hole section and from the top of the Borden
Shale zone to the bottom of the New Albany zone.
	 
	o	 	 Horizontal Chattanooga Shale Well(s): Subject to the exception(s) set
forth below, if any, and as shown on the attached plat(s), the well
bore plus one hundred twenty-five (125) feet on either side of the
center line of the lateral in the well extending from the beginning of
the first perforation to the end of the last perforation and from the
top of the Fort Payne zone to the bottom of the Chattanooga zone.





Exhibit B

(Page 1)






 


 









 







(EXCEPTIONS:                                                                  
               )
together with the rights incident thereto and the personal property thereto, appurtenant thereto,
or used, or obtained, in connection therewith.



And for the same consideration, the Assignor covenants with the said Assignee and his or its
heirs, successors, or assigns that Assignor is the lawful owner of said lease and rights and
interest thereunder and of the personal property thereon or used in connection therewith; that the
undersigned has good right and authority to sell and convey the same; and that said rights,
interest and property are free and clear from all liens and encumbrances, and that all rentals and
royalties due and payable thereunder have been duly paid.



[remainder of page intentionally left blank; signatures appear on following page]




Exhibit B

(Page 2)




 


 









 







IN WITNESS WHEREOF, and intending to be legally bound, the undersigned Assignor has signed and
sealed this instrument the
 _____ 

day of                     , 20_____.



	 	 	 	 	 
	Signed and acknowledged in the presence of

	 	 
 

	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 






Exhibit B

(Page 3)





 


 









 







ADDENDUM NO.                     




TO DRILLING AND OPERATING AGREEMENT

DATED                     , 20__




THIS ADDENDUM NO.
 _____ 

made and entered into this
 _____ 

day of                     , 20_____, by
and between ATLAS RESOURCES, LLC, a Pennsylvania limited liability company (hereinafter referred to
as “Operator”),



and




ATLAS RESOURCES SERIES 28-2010 L.P., a Delaware limited partnership, (hereinafter referred to as
the Developer).



WITNESSETH THAT:




WHEREAS, Operator and the Developer have entered into a Drilling and Operating Agreement dated
                    , 20_____, (the “Agreement”), which relates to the drilling and operating of
                    
(_____) wells on the                     
(_____) Initial Well Locations identified
on the maps attached as Exhibits A-l through A-
 _____ 

to the Agreement, and provides for the
development on the terms and conditions set forth in the Agreement of Additional Well Locations as
the parties may from time to time designate; and



WHEREAS, pursuant to Section l(c) of the Agreement, Operator and Developer presently desire to
designate                      Additional Well Locations described below to be developed in accordance
with the terms and conditions of the Agreement.



NOW, THEREFORE, in consideration of the mutual covenants contained in this Addendum and intending
to be legally bound, the parties agree as follows:



1. Pursuant to Section l(c) of the Agreement, the Developer hereby authorizes Operator to
drill, complete (or plug) and operate, on the terms and conditions set forth in the Agreement and
this Addendum No.
 _____,                      additional wells on the                      Additional
Well Locations described on Exhibit A to this Addendum and on the maps attached to this Addendum as
Exhibits A-_____ through A-_____.



2. Operator, as Developer’s independent contractor, agrees to drill, complete (or plug) and
operate the additional wells on the Additional Well Locations in accordance with the terms and
conditions of the Agreement and further agrees to begin drilling the first additional well within
thirty (30) days after the date of this Addendum and to begin drilling all of the additional wells
before the close of the 90th day after the close of the calendar year in which the
Agreement was entered into by Operator and the Developer, or, if this Addendum is dated after that
90 day period, to begin drilling the first additional well within thirty (30) days after the date
of this Addendum and to drill and complete (or plug) all of the remaining additional wells by the
end of the calendar year in which this Addendum is dated.



3. Developer acknowledges that:




	 	(a)	 	Operator has furnished Developer with the title opinions identified on Exhibit A to
this Addendum; and






	 	(b)	 	such other documents and information which Developer or its counsel has requested in
order to determine the adequacy of the title to the above Additional Well Locations.





The Developer accepts the title to the Additional Well Locations and leased premises in accordance
with the provisions of Section 5 of the Agreement.



4. The drilling and operation of the additional wells on the Additional Well Locations shall
be in accordance with and subject to the terms and conditions set forth in the Agreement as
supplemented by this Addendum No.                     
and except as previously supplemented, all terms and conditions of the Agreement shall remain
in full force and effect as originally written.



Exhibit C

(Page 1)







 


 









 







5. This Addendum No.
 _____ 

shall be legally binding on, and shall inure to the benefit of,
the parties and their respective successors and permitted assigns.



WITNESS the due execution of this Addendum on the day and year first above written.



	 	 	 	 	 	 	 
	 	 	ATLAS RESOURCES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS RESOURCES SERIES 28-2010 L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By its Managing General Partner:	 	 
	 
	 	 	 	 	 	 
	 	 	ATLAS RESOURCES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 	 	 
	 

	 	 	 	 	 	 






Exhibit C

(Page 2)





 


 












 






Atlas Resources Series 28-2010 L.P.

Drilling and Operating Agreement

Listing of Wells by Area and Type




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Working	 
	Well Id.	 	Well Name	 	State	 	 	County	 	Township	 	Formation	 	Interest	 
	25680	 	SKOVRAN UNIT #26H
	 	PA	 	Fayette	 	Redstone	 	Marcellus - Horizontal	 	100.000	%
	25681	 	SKOVRAN UNIT #27H
	 	PA	 	Fayette	 	Redstone	 	Marcellus - Horizontal	 	100.000	%
	25682	 	SKOVRAN UNIT #28H
	 	PA	 	Fayette	 	Redstone	 	Marcellus - Horizontal	 	100.000	%
	26016	 	SKOVRAN UNIT #30H
	 	PA	 	Fayette	 	Redstone	 	Marcellus - Horizontal	 	100.000	%
	26017	 	SKOVRAN UNIT #31H
	 	PA	 	Fayette	 	Redstone	 	Marcellus - Horizontal	 	100.000	%
	26229	 	FERENS UNIT 13H
	 	PA	 	Fayette	 	Dunbar	 	Marcellus - Horizontal	 	100.000	%
	26441	 	TESLOVICH UNIT #29H
	 	PA	 	Fayette	 	Menallen	 	Marcellus - Horizontal	 	100.000	%
	26442	 	TESLOVICH UNIT #30H
	 	PA	 	Fayette	 	Menallen	 	Marcellus - Horizontal	 	100.000	%
	26448	 	KOPPERS S-104
	 	TN	 	Campbell	 	LaFollette	 	Shale	 	100.000	%
	26449	 	KOPPERS S-114
	 	TN	 	Campbell	 	LaFollette	 	Shale	 	100.000	%
	26450	 	KOPPERS S-119
	 	TN	 	Campbell	 	LaFollette	 	Shale	 	100.000	%
	26474	 	SKOVRAN UNIT #34H
	 	PA	 	Fayette	 	Redstone	 	Marcellus - Horizontal	 	100.000	%
	26475	 	SKOVRAN UNIT #35H
	 	PA	 	Fayette	 	Redstone	 	Marcellus - Horizontal	 	100.000	%
	26476	 	SKOVRAN UNIT #36H
	 	PA	 	Fayette	 	Redstone	 	Marcellus - Horizontal	 	100.000	%
	26478	 	TESLOVICH UNIT #31H
	 	PA	 	Fayette	 	Menallen	 	Marcellus - Horizontal	 	100.000	%
	26502	 	EINSPAHR 944-35-14
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26503	 	FLATLAND 944-35-44
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26504	 	FLATLAND 944-35-43
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26505	 	OLSON 943-31-14
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26506	 	BRINKEMA 943-31-44
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26507	 	BRINKEMA 943-32-41
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26613	 	FLATLAND 844-11-42
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26614	 	VIESELMEYER 843-5-31-L2
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26615	 	VIESELMEYER 843-5-32-L10
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26616	 	VIESELMEYER 843-5-41-L1
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26617	 	VIESELMEYER 843-5-41-L8
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26618	 	BLOCHOWITZ #843-6-14-L14
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26619	 	BLOCHOWITZ #843-6-23
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26620	 	CLAYMON #843-6-33
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26621	 	CLAYMON 843-6-42-L9
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26622	 	OLTJENBRUNS #843-6-41-L1
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26624	 	STATE 844-1-43
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26625	 	FRANSON 844-10-44
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26626	 	FLATLAND 844-11-21
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26627	 	FLATLAND 844-11-22
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26628	 	PILLARD #844-12-12
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26629	 	PILLARD 844-12-22
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26630	 	SAND PARTNERS #844-12-31
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26631	 	SAND PARTNERS #844-12-41
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26632	 	OLSON 943-27-21
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26634	 	MURRAY 943-34-11
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26638	 	CROWDER 843-7-12
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26642	 	ROLL 843-18-23
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26643	 	STR 844-1-31-L2
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26644	 	DIRKS 844-1-11-L5
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26646	 	OLTJENBRUNS TRUST 844-13-23
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26647	 	FULSCHER 943-15-14
	 	CO	 	Sedgewick	 	Amherst	 	Niobrara Shale	 	100.000	%
	26648	 	DIRKS 943-22-21
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26650	 	OLSON 943-31-24
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26656	 	WALTERS 943-32-34
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%
	26710	 	OLTJENBRUNS STATE 944-36-43
	 	CO	 	Phillips	 	Amherst	 	Niobrara Shale	 	100.000	%






 


 









 




Atlas Resources Series 28-2010 L.P.

Drilling and Operating Agreement

Listing of Wells by Area and Type




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Working	 
	Well Id.	 	Well Name	 	State	 	 	County	 	Township	 	Formation	 	Interest	 
	26767	 	DIRKS 943-22-22
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26768	 	BLOCHOWITZ 843-6-24
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26769	 	BRINKEMA 943-31-34
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26770	 	ENNINGA 943-21-23
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26771	 	OLTJENBRUNS STATE 944-36-34
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26772	 	SCHLACHTER 943-22-13
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	26773	 	VIESELMEYER 843-5-42-L9
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	27213	 	CLAYMON 843-6-11-L5
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	27214	 	DIRKS 943-22-31
	 	CO	 	Phillips	 	Unknown	 	Niobrara Shale	 	100.000	%
	27215	 	FULSCHER STATE 943-16-34
	 	CO	 	Sedgewick	 	Unknown	 	Niobrara Shale	 	100.000	%
	30496	 	DAVIS #C2-29
	 	MI	 	Alcona	 	Caledonia	 	Antrim Shale Vertical	 	83.12500	%
	32031	 	HARTING A3-35 HD
	 	IN	 	Knox	 	Vigo	 	New Albany Shale	 	79.75000	%
	32038	 	TELLIGMAN A1-23 HDN
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	87.57980	%
	32039	 	TELLIGMAN, JOHN A1-23 HDS
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	87.77650	%
	32045	 	KIRKWOOD B2-5 HD
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	87.50000	%
	32046	 	LISMAN B4-29 HDS
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	76.00000	%
	32054	 	DIEKMAN A2-2 HD N
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	87.77650	%
	32055	 	DIEKMAN, ROBERT A2-2 HD S
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	87.77650	%
	32089	 	ERRIGO D1-29
	 	MI	 	Alcona	 	Alcoma	 	Antrim Shale Vertical	 	83.12500	%
	32095	 	KIRK B1-8 HD
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	80.00000	%
	32096	 	HOOPER D4-17 HDN
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	82.40084	%
	32097	 	WILLIAMS, MARVIN D1-17 HDS
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	83.84612	%
	32098	 	BOBERG D1-34 HDN
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	80.00000	%
	32099	 	RASERA A1-24 HDS
	 	IN	 	Knox	 	Vigo	 	New Albany Shale	 	76.00000	%
	32100	 	BUESCHER B3-14 HDS
	 	IN	 	Knox	 	Vigo	 	New Albany Shale	 	80.00000	%
	32123	 	SHRUM A3-21 HD S
	 	IN	 	Sullivan	 	Gill	 	New Albany Shale	 	90.00000	%
	32125	 	DIEKMAN D4-13 HDN
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	83.52697	%
	32131	 	KOENIG A3-9 HDS
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	80.00000	%
	32132	 	DIX & STRATE D1-10 HDN
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	80.00000	%
	32133	 	HOOPER, DANIEL D4-17 HDS
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	76.52520	%
	32134	 	RUSK, VERA D2-21 HDS
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	76.15322	%
	32135	 	HOLSCHER D3-27 HDN
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	87.77650	%
	32138	 	KOENIG D4-17 HDN
	 	IN	 	Knox	 	Vigo	 	New Albany Shale	 	76.00000	%
	32140	 	KIRKWOOD B4-5 HDN
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	82.93200	%
	32142	 	POLK, MARY C1-22 HDS
	 	IN	 	Knox	 	Busseron	 	New Albany Shale	 	87.77650	%
	32145	 	DELLINGER A1-11 HDS
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	87.77650	%
	32146	 	FRANKLIN A3-10 HDS
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	87.77650	%
	32156	 	KERNS D4-9 HDN
	 	IN	 	Knox	 	Busseron	 	New Albany Shale	 	87.77650	%
	32158	 	SCHUCKMAN,ALVIN & CARL D1-4HDS
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	76.00000	%
	32159	 	JOHANNINGSMEIER, CARL C3-27HDS
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	81.75000	%
	32163	 	SARGENT D3-6 HDN
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	76.00000	%
	32165	 	DAUGHERTY D3-12 HDN
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	87.58551	%
	32167	 	CHATTIN C1-1 HDS
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	87.77650	%
	32168	 	DEBUISSERET D4-4 HDN
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	87.77650	%
	32169	 	SCHULZE D2-33 HDN
	 	IN	 	Knox	 	Busseron	 	New Albany Shale	 	87.77650	%
	32170	 	SCHULZE, MICHAEL D2-33 HDS
	 	IN	 	Knox	 	Busseron	 	New Albany Shale	 	87.77650	%
	32173	 	KERNS, CAROLYN D4-9 HDS
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	87.77650	%
	32177	 	HAGEMEIER A2-19 HDS
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	87.77650	%
	32179	 	CARMICHAEL A1-35 HDN
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	87.77650	%
	32188	 	NEWKIRK B4-12
	 	MI	 	Kalkaska	 	Clearwater	 	Antrim Shale Vertical	 	100.00000	%
	32198	 	GRINDE B4-22
	 	MI	 	Otsego	 	Elmira	 	Antrim Shale Vertical	 	100.00000	%






 


 









 





Atlas Resources Series 28-2010 L.P.

Drilling and Operating Agreement

Listing of Wells by Area and Type




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Working	 
	Well Id.	 	Well Name	 	State	 	 	County	 	Township	 	Formation	 	Interest	 
	32205	 	HEIDENREICH, MARY D3-18 HDSRS
	 	IN	 	Knox	 	Vigo	 	New Albany Shale	 	80.75000	%
	32210	 	TANNEHILL C3-19
	 	MI	 	Antrim	 	Chestonia	 	Antrim Shale Vertical	 	100.00000	%
	32212	 	RUST D4-36 HDS
	 	IN	 	Knox	 	Washington	 	New Albany Shale	 	85.50204	%
	32217	 	BUESCHER, ET AL B3-14 HDN
	 	IN	 	Knox	 	Vigo	 	New Albany Shale	 	80.00000	%
	32220	 	WAGLER A4-16 HDS
	 	IN	 	Daviess	 	Barr	 	New Albany Shale	 	100.00000	%
	32221	 	MATTINGLY D1-5 HDN
	 	IN	 	Daviess	 	Washington	 	New Albany Shale	 	100.00000	%
	32241	 	WILLIAMS, S 1-HD
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	87.77650	%
	32242	 	TELLIGMAN FARMS 1-HD
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	87.77650	%
	32245	 	WILSON A3-32 HDN
	 	IN	 	Knox	 	Harrison	 	New Albany Shale	 	100.00000	%
	32251	 	WILLIAMS D2-27 HDN
	 	IN	 	Knox	 	Harrison	 	New Albany Shale	 	100.00000	%
	32253	 	CARNAHAN C1-24-66 HDN
	 	IN	 	Knox	 	Palmyra	 	New Albany Shale	 	100.00000	%
	32274	 	MCCORMICK C1-4-84 HDN
	 	IN	 	Knox	 	Harrison	 	New Albany Shale	 	100.00000	%
	32277	 	LUCAS 1-13 HD
	 	MI	 	Kalkaska	 	Boardman	 	Collingwood Shale	 	100.00000	%
	32278	 	ST. MANCELONA 1-28 HD
	 	MI	 	Antrim	 	Mancelona	 	Collingwood Shale	 	100.00000	%
	32294	 	SCHROEDER FARMS 1-14
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	54.49270	%
	32295	 	ST. NORWICH 1 - 6 HD
	 	MI	 	Missaukee	 	Norwich W	 	Collingwood Shale	 	100.00000	%
	32299	 	BRADLEY #D2-2 HDN
	 	IN	 	Knox	 	Barr	 	New Albany Shale	 	100.00000	%
	32301	 	RUSK D2-21 HDN-A
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	76.15635	%
	32303	 	COURTER A3-24 HDN
	 	IN	 	Knox	 	Widner	 	New Albany Shale	 	76.00000	%
	32340	 	OTTEN A2-13-91 HDN
	 	IN	 	Knox	 	Palmyra	 	New Albany Shale	 	100.00000	%
	32342	 	ICE D3-24-80 HDN
	 	IN	 	Knox	 	Palmyra	 	New Albany Shale	 	100.00000	%
	32343	 	CARNAHAN B3-18-103 HDN
	 	IN	 	Knox	 	Steen	 	New Albany Shale	 	100.00000	%
	32349	 	DOWNEN B1-32-82 HDN
	 	IN	 	Knox	 	Steen	 	New Albany Shale	 	100.00000	%
	32361	 	CARNAHAN C2-13-79 HDN
	 	IN	 	Knox	 	Palmyra	 	New Albany Shale	 	100.00000	%
	32362	 	CARNAHAN A4-26-65 HDS
	 	IN	 	Knox	 	Palmyra	 	New Albany Shale	 	100.00000	%
	127	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	






 












 




25680


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Helen Skovran dated 5/2/00 and recorded in Deed Book Volume 2541, Page
26 in the Recorder’s Office of County, Fayette, covering approximately 33.75 acres in Redstone
Township, Fayette County, PA.
	 
	 	(b)	 	The portion of the leasehold estate constituting the 25680 Skovran No. 26H Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of Helen Skovran, Atlas American, LLC, Arnold L. Schulberg, ___________, dated January 8  2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.






 














 



 25680



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from James
& Gina Boshour dated 1/5/00 and recorded in Deed Book Volume 2477, Page
355 in the Recorder’s Office of County, Fayette, covering approximately 35 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the 25680 Skovran No. 26H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of James & Gina Bashour, Atlas America, LLC,
Arnold L. Schulberg, __________, dated January 14 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



 25680

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Steve Skovran dated 5/17/99 and recorded in Deed Book Volume 2333, Page
337 in the Recorder’s Office of County, Fayette, covering approximately 105 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the 25680 Skovran No. 26H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Steve Skovran, Atlas America, LLC,
Arnold L. Schulberg, ___________, dated January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



 25680

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Fairbank Rod & Gun Club dated 1/31/00 and recorded in Deed Book Volume 2492, Page
227 in the Recorder’s Office of County, Fayrtte, covering
approximately 88.42 acres in  Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Skovran No. 26H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Fairbank Rod & Gun Club, Atlas America, LLC,
Arnold L. Schulberg, ____________, dated November 11 2008.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ___ feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 





	COMMONWEALTH OF
PENNSYL VANIA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
oil and gas management program
well location plat











 














 






	
unit assignment plat for the
slovran unit well #31H
redstone township, Fayette co., pa
scale 1’ = 1200’ May, 2010











 














 





25681


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Frederick & Johanna Gaggiani dated 4/16/99 and recorded in Deed Book Volume 2313, Page
282 in the Recorder’s Office of County, Fayette, covering
approximately 59.65 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the 25681 Skovran No. 27H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Frederick & Johanna Gaggiani,
Atlas Energy, LLC, Arnold L. Schulberg, __________, dated March 23 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



 25681


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from James & Corol Shaffer dated 2/9/00 and recorded in Deed Book Volume 2492, Page
229 in the Recorder’s Office of County, Fayette, covering approximately 37.75 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the 25681 Skovran No. 27H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of James & Corol Shaffer,
Atlas America, LLC, Arnold L. Schulberg, ___________, dated January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



 25681



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Andrew
Getsie dated 9/5/00 and recorded in Deed
Book Volume 2592, Page 226 in the Recorder’s Office of County, Fayette, covering approximately 37 acres
in Redstone Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the 25681 Skovran No. 27H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Andrew Getsie, Atlas America, LLC, [ILLEGIBLE], __________, dated August 24 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



 25681



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Eli Shumar dated 1/26/04 and recorded in Deed Book Volume 2904, Page
980 in the Recorder’s Office of County, Fayette, covering approximately 7.3 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the 25681 Skovran No. 27H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Eli Shumar, Atlas America, LLC, Arnold L. Schulberg, __________, dated January 14 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 





	COMMONWEALTH OF
PENNSYL VANIA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
oil and gas management program
well location plat











 














 






	
unit assignment plat for the
slovran unit well #31H
redstone township, Fayette co., pa
scale 1’ = 1200’ May, 2010











 














 




25682


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Fairbank
Rod & Gun Club dated 1/31/00 and recorded in Deed Book Volume 2492, Page
 227  in the Recorder’s Office of County, Fayette, covering
approximately 88.42 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Skovran  No. 28H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Fairbank
Rod & Gun Club Atlas America, LLC, Aronold L. Schulberg,
           , dated
November 11 2008.

	 
	 	(d)	 	The Developer ’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ________ feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



 25682



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
 Steve Skovran dated 5/17/99 and recorded in Deed Book Volume 2333, Page
 337  in the Recorder’s Office of County, Fayette, covering
approximately 10.5 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Skovran  No. 28H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Steve Skovran,
 Atlas America, LLC, Arnold L. Schulberg
          ,  dated
January  8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



 25682



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
James & Gina Bashour dated 1/5/00 and recorded in Deed Book Volume 2477, Page
 355  in the Recorder’s Office of County, Fayette, covering
approximately 3.5 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	
The portion of the leasehold
estate constituting the Skovran  No. 28H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of James & Gina Bashour, Atlas America, LLC, Arnold L. Schulberg,

             ,


 dated
January 14  2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is _______ feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



25682



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from  Helen
Skovran  dated 5/2/00 and recorded in Deed Book Volume 2541, Page
 26  in the Recorder’s Office of County, Fayette, covering
approximately 33.75 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Skovran  No. 28H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Helen Skovran, Atlas America, LLC, Arnold L. Schulberg,
             ,  dated
January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



 25682





DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Helen
Skovran
 dated 11/12/09 and recorded in Deed Book Volume 3116, Page
1619   in the Recorder’s Office of County, Fayette, covering
approximately 0.95 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the 25682 Skovran  No. 28H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Helen Skovran,
Atlas America, Inc,        ,
            ,
dated
February 8 2002.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



 25682



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Helen
Skovran  dated 9/1/10 and recorded in Deed Book Volume 2796, Page
 2013 in the Recorder’s Office of County, Fayette, covering
approximately 30.7 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the  25682 Skovran  No. 28H  Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Helen Skovran, Atlas America, LLC, Arnold L. Schulberg,



            ,

 dated
January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



 25682


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
 David  & Eileen Szuhay dated 5/1/00 and recorded in Deed Book Volume 2764, Page
 25 in the Recorder’s Office of County, Fayette, covering
approximately 155 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the  25682 Skovran  No. 28H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of   David  &
Eileen  Szuhay Atlas America, LLC, Arnold L. Schulberg,



            ,


dated
January 9 2008.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 



 25682



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Andrew Skovran dated 9/1/01 and recorded in Deed Book Volume 2796, Page
 2056  in the Recorder’s Office of County, Fayette, covering
approximately 1.1 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the  25682 Skovran  No. 28H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Andrew
Skovran,
 Atlas  Energy, Inc, Arnold L. Schulberg,
            , dated
July 12 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 













	COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF ENVIRONMENTAL PROTECTION OB and Gas Management Program
WELL LOCATION PLAT




 














 














	Unit Assignment Plat for the
SKOVRAN UNIT WELL * 28H
Redstone Township, Fayette Co., PA
Scale 1° • 1200’ May, 2010






 














 




26016


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Helen  Skovran dated 9/1/10 and recorded in Deed Book Volume 2796, Page
 2013  in the Recorder’s Office of County, Fayette, covering
approximately 30.7 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Helen  Skovran,
 Atlas America, LLC, Arnold L. Schulberg,
            ,  dated
January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26016



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from James
& Carol Shaffer
dated 2/9/00 and recorded in Deed Book Volume 2492, Page
 229  in the Recorder’s Office of County, Fayette, covering
approximately 37.75 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Skovran  No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
James  & Carol Shaffer, Atlas America, LLC, Arnold L. Schulberg,


            ,
dated
January 8 2010.

	 
	 	(d)	 	The Developer’s interest In the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



26016



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Frederick & Johanna Gaggiani
 dated 4/16/99 and recorded in Deed Book Volume 2313, Page
 282   in the Recorder’s Office of County, Fayette, covering
approximately 59.65  acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Skovran  No. 39H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Frederick & Johanna Gaggiani Atlas Energy, LLC, Arnold L. Schulberg,


            ,

dated
March 23 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 





26016


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from John   & Patti Manetta
 dated 7/2/10  and recorded in Deed Book Volume 3144, Page
644  in the Recorder’s Office of County, Fayette, covering
approximately 9.28  acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the  26016 Skovran  No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  John   &
Patti Manetta, Atlas Energy, Inc, Arnold L. Schulberg,


            ,



 dated
August 23 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 




26016


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Frederick    & Johanna Gaggiani
 dated 4/16/99   and recorded in Deed Book Volume 2313, Page
279  in the Recorder’s Office of County, Fayette, covering
approximately 70.91  acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the  26016 Skovran  No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Frederick
& Johanna Gaggiani,
  Atlas Energy, LLC, Aronold L. Schulberg,


            ,


dated
March  23 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 













	COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF
 ENVIRONMENTAL PROTECTION OB and Gas Management Program
WELL LOCATION PLAT




 














 












	Unit Assignment Plat for the
SKOVRAN UNIT WELL * 28H
Redstone Township, Fayette Co., PA
Scale 1° • 1200’ May, 2010



 














 




26017


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Steve Skovran
 dated 5/17/99   and recorded in Deed Book Volume 2333, Page
337   in the Recorder’s Office of County, Fayette, covering
approximately 1.05  acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Steve Skovran,
  Atlas America, LLC, Arnold L. Schulberg,
            , dated
January 8  2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 




26017


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
James & Gina Bashour
 dated 1/5/00   and recorded in Deed Book Volume 2477, Page
355   in the Recorder’s Office of County, Fayette, covering
approximately 3.5  acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  James &
Gina Bashour, Atlas America, LLC, Arnold L. Schulberg,
            ,  dated
January 14  2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 




26017


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
James & Carol Shaffer
 dated 2/9/00   and recorded in Deed Book Volume 2492, Page
229   in the Recorder’s Office of County, Fayette, covering
approximately 37.75   acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  James &
Carol Shaffer,
  Atlas America, LLC, Arnold L. Schulberg,             , dated



January 8  2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 




26017


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Fairbank Rod & Gun Club dated 1/31/00 and recorded in Deed Book Volume
2492, Page
227 in the Recorder’s Office of County, Fayette, covering
approximately 88.42 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Skovran No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Fairbank
Rod & Gun Club Atlas America, LLC, Arnold L. Schulberg,
__________, dated November
11 2008.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26017


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Helen
Skovran dated 9/1/10 and recorded in Deed Book Volume 2796, Page
2013 in the Recorder’s Office of County, Fayette, covering
approximately 30.7 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Skovran No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Helen
Skovran, Atlas America, LLC, Arnold L. Schulberg, ________, dated January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26017



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from John
&
Mary Beth Stanislaw dated 12/27/01 and recorded in Deed Book Volume
2810, Page
1003 in the Recorder’s Office of County, Fayette, covering
approximately 0.12 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the 26017 Skovran No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of John & Mary
Beth Stanislaw Atlas America, LLC, Arnold L. Schulberg, _______, dated April
30 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26017



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from George
&
Louise Stanislaw dated 12/27/01 and recorded in Deed Book Volume 2810, Page
1000 in the Recorder’s Office of County, Fayette, covering
approximately 1.97 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the 26017 Skovran No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of George &
Louise Stanislaw Atlas America, Inc., Arnold L. Schulberg, _______, dated
October 6 2004.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26017


DESCRIPTION
OF LEASES AND INITIAL WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from VSX CORP
(STOKEN) dated 3-5-1999 and recorded in Deed Book Volume 2294, Page
237 in the Recorder’s Office of County, Fayette, covering
approximately 247 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the 26017 SKOVRAN No. 31H  Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of VSX CORP. to
ATLAS AMERICA, LLC, by CASSIDY, K&P LLC, _______, dated 11-24-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting this Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 


Exhibit A











 




	commonwealth of
pennsyl vania
department of environmental protection
oil and gas management program
well location plat











 














 





	
unit assignment plat for the

slovran unit well #31H

redstone township, Fayette co., pa

scale 1’ = 1200’ May, 2010











 














 




26229


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Ferens
Farms, LLC dated 7/19/07 and recorded in Deed Book Volume 3040, Page
2077 in the Recorder’s Office of County, Fayette, covering
approximately 286 acres in Dunbar
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the 26229 Ferens No. 13H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Ferens Farms,
LLC, Atlas America, Inc., Michael S. Delaney, ______, dated November 26 2007.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26229


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Gordon
& Vicki
Jo Anderson dated 10/20/07 and recorded in Deed Book Volume
3052, Page
1425 in the Recorder’s Office of County, Fayette, covering
approximately 8.86 acres in Dunbar
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the 26229 Ferens No. 13H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Gordon & Vicki
Jo Anderson Atlas America, Inc., Michael S. Delaney, ______, dated September
11 2008.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26229


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Kenneth
& Manlyn Haas dated 1/11/08 and recorded in Deed Book Volume 3059, Page
1433 in the Recorder’s Office of County, Fayette, covering
approximately 441 acres in Dunbar
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the 26229 Ferens No. 13H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Kenneth &
Manlyn Haas Atlas America, LLC, Shepara, German & Kelly, P.C.,
______, dated July 28 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




	commonwealth of
pennsyl vania
department of environmental protection
oil and gas management program
well location plat











 














 




	ferens unit wells #11, 13H
Dunbar Township, Fayette Co., PA
Scale 1” = 1000’ March, 2010










 














 




26441


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
James & Susanne Teslovich
 dated 8-7-2004   and recorded in Deed Book Volume 2921, Page
1390   in the Recorder’s Office of County, Fayette, covering
approximately 141.23    acres in Menallen
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   26441  Teslovich   No. 29H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  James & Susanne Teslovich
  Atlas Energy , INC, by Arnold L. Schulberg _______,  dated
Sept 27 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26441


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Donald  & Deborah Mack
 dated 9/7/07   and recorded in Deed Book Volume 3018, Page
1155   in the Recorder’s Office of County, Fayette, covering
approximately 11    acres in Menallen
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   26441  Teslovich   No. 29H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Donald  & Deborah Mack
  Atlas Energy, Inc, Arnold L. Schulberg, _______,  dated
October 5 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26441


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
ROBERTA L. BERGER
 dated 12/20/06   and recorded in Deed Book Volume 3018, Page
449   in the Recorder’s Office of County, FAYETTE, covering
approximately 71.25    acres in MENALLEN
Township, FAYETTE  County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the TESLOVICH _______
No. 29# Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  ROBERTA LEE BERGER
for   Atlas America, LLC, CASSIDY, Etal, _______,  dated
11-1-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is _______ feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 








	COMMONWEALTH OF PENNSYLVANIA
 DEPARTMENT OF ENVIRONMENTAL PROTECTION OB and Gas Management Program
WELL LOCATION PLAT




 












 










	Unit Assignment Plat for the
TESLOVICH UNIT WELLS MENALLEN Township Fayette Co.. PA Scale 1 = 1600
November 2010






 












 




26442


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
James & Susanne Teslovich
 dated 8-7-2004   and recorded in Deed Book Volume 2921, Page
1390   in the Recorder’s Office of County, Fayette, covering
approximately 141.23     acres in Menallen
Township, Fayette  County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Teslovich   No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of James & Susanne Teslovich
   Atlas Energy, INC, by Arnold L. Schulberg _______,   dated
Sept 27  2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26442



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
ROBERTA L BERGER
 dated 12/20/06    and recorded in Deed Book Volume 3018, Page
449    in the Recorder’s Office of County, FAYETTE, covering
approximately 71.25     acres in MENALLEN
Township, FAYETTE  County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   TESLOVICH _______ No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of ROBERTA LEE BERGER
for   Atlas America, LLC, CASSIDY, Etal,
_______, dated
11-1-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is _______ feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26442


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Jack & Sue Ellen Reiber
 dated 11/14/06    and recorded in Deed Book Volume 3013, Page
124    in the Recorder’s Office of County, Fayette, covering
approximately 26 acres in Menallen
Township, Fayette  County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the 26442 Teslovich   No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Jack & Sue Ellen Reiber
  Atlas America, LLC, Cassidy, Kotjarapogws & Ponland, LLC
_______, dated
September 27 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26442


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
David & Barbara Coldren
 dated 11/17/07    and recorded in Deed Book Volume 3016, Page
2253     in the Recorder’s Office of County, Fayette, covering
approximately 25     acres in Menallen
Township, Fayette  County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   26442   Teslovich   No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of David & Barbara Coldren
  Atlas America, LLC, Cassidy, Kotjarapogws & Ponland, LLC.
_______, dated
September 27 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26442

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Joseph & Constance Kikta
 dated 9/29/06    and recorded in Deed Book Volume 3005, Page
2153     in the Recorder’s Office of County, Fayette, covering
approximately 168     acres in Menallen
Township, Fayette  County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   26442   Teslovich   No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  _________,
 _________,  _________,  _________,   dated ___ 20 ___.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is _______ feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26442


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Randall  & Karen Cramer
 dated 6/15/10    and recorded in Deed Book Volume 3128, Page
825    in the Recorder’s Office of County, Fayette, covering
approximately 23.55     acres in Menallen
Township, Fayette  County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the     Teslovich   No. 30H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Randall &
Karen Cramer
  Atlas America, LLC, Cassidy, Kotjarapogws & Ponland,  LLC,
_______, dated
November 10  2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 








	COMMONWEALTH OF PENNSYLVANIA
 DEPARTMENT OF ENVIRONMENTAL PROTECTION OB and Gas Management Program
WELL LOCATION PLAT




 












 










	Unit Assignment Plat for the
TESLOVICH UNIT WELLS MENALLEN Township Fayette Co.. PA Scale 1 = 1600
November 2010






 












 




26448


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
__________
 dated _______    and recorded in Deed Book Volume _____, Page
______    in the Recorder’s Office of County, Campbell, covering
approximately _____     acres in of a Follette
Township, Campbell   County, TN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the     Koppers S-104   No. 26448 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of ______,

______, ________, _________,   dated _____ 20 ___.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is _______ feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







No
lease assignment. Well wasdry and plugged.



 














 




26449


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
_______________
 dated _______________    and recorded in Deed Book Volume _____, Page
_______________    in the Recorder’s Office of County, Campbell, covering
approximately _______________     acres in of a Follette
Township, Campbell   County, TN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the     Koppers S-104   No. 26449 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
________________,

_______________, ________________, ________________,   dated _____ 20 ___.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is _______ feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







No
lease assignment. Well was dry and plugged.



 














 




26450

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
_______________
 dated _______________    and recorded in Deed Book Volume _____, Page
_______________    in the Recorder’s Office of County, Campbell, covering
approximately _______________     acres in of a Fellette
Township, Campbell   County, TN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the     Koppers S-119   No. 26450 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
________________,

_______________, ________________, ________________,   dated _____ 20 ___.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided ____% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 100 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







No
lease assignment. Well was dry and plugged.



 














 




26474


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Helen Skovran
 dated 5/2/00   and recorded in Deed Book Volume 2541, Page
26   in the Recorder’s Office of County, Fayette, covering
approximately 33.75   acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 34H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Helen Skovran,
  Atlas America, LLC, Arnold L. Schulberg _______,  dated
January 8  2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26474



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Helen Skovran
 dated 9/1/10   and recorded in Deed Book Volume 2796, Page
2013   in the Recorder’s Office of County, Fayette, covering
approximately 30.7   acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 34H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Helen Skovran
  Atlas America, LLC, Arnold L. Schulberg _______,  dated
January 8  2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26474


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Fairbank Rod & Gun Club
 dated 1/31/00   and recorded in Deed Book Volume 2492, Page
227   in the Recorder’s Office of County, Fayette, covering
approximately 88.42   acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 34H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  Fairbank Rod & Gun Club
  Atlas America, LLC, Arnold L. Schulberg, _______,  dated
November 11 2008.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26474



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
James & Gina Bashour
 dated 1/5/00   and recorded in Deed Book Volume 2477, Page
355   in the Recorder’s Office of County, Fayette, covering
approximately 3.5   acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 34H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  James &
Gina Bashour,
  Atlas America, LLC, Arnold L. Schulberg,
_______,  dated
January 14 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26474



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Steve Skovran
 dated 5/17/99   and recorded in Deed Book Volume 2333, Page
337   in the Recorder’s Office of County, Fayette, covering
approximately 1.05   acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 34H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Steve Skovran,
  Atlas America, LLC, Aronold L. Schulberg _______,  dated
January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 








	COMMONWEALTH OF PENNSYLVANIA
 DEPARTMENT OF ENVIRONMENTAL PROTECTION OB and Gas Management Program
WELL LOCATION PLAT




 












 










	Unit Assignment Plat for the
SKOVRAN UNIT WELL * 34H
Redstone Township, Fayette Co., PA
Scale 1° • 1200’ July, 2010






 












 




26475


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Frederick & Johanna Gaggiani
 dated 4/16/99   and recorded in Deed Book Volume 2313, Page
279   in the Recorder’s Office of County, Fayette, covering
approximately 70.97   acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 35H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Frederick
& Johanna Gaggiani,
  Atlas Energy, LLC, Arnold L. Schulberg,
_______, dated
March 23 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26475



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
Andrew Fictsie,
 dated 9/5/00   and recorded in Deed Book Volume 2592, Page
226   in the Recorder’s Office of County, Fayette, covering
approximately .37   acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Skovran  No. 35H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Andrew Fictsie,
  Atlas America, LLC,  Cossidy, Katjarapogws  Ponland, LLC,
_______, dated
August 24 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26475

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from John & Patti Manetta dated 7/2/10 and recorded in Deed Book Volume 3144, Page
644 in the Recorder’s Office of County, Fayette, covering approximately 9.28 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Skovran No. 35H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of John &
Patti Manetta, Atlas Energy, Inc., Arnold L. Schulberg, ____,  dated August 23 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26475




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from James & Carol Shaffer dated 2/9/00 and recorded in Deed Book Volume 2492, Page
229 in the Recorder’s Office of County, Fayette, covering approximately 37.75 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Skovran No. 35H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of James &
Carol Shaffer, Atlas America, LLC, Arnold L. Schulberg,
____,  dated January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26475

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Fredrick & Johanna Gaggiani  dated 4/16/99 and recorded in Deed Book Volume 2313, Page
282 in the Recorder’s Office of County, Fayette, covering approximately 59.65 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Skovran No. 35H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Fredrick
& Johanna Gaggiani, Atlas Energy, LLC, Arnold L. Schulberg,
____, dated March 23 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26475

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	
Oil and Gas Lease from Frank Georgia, Jr.  dated 5/10/04 and recorded in Deed Book Volume 2916, Page
349 in the Recorder’s Office of County, Fayette, covering approximately 7.03 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the 26475 Skovran No. 35H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Frank Georgia,
Jr. Atlas Energy, Inc, Arnold L. Schulberg, ____, dated September 3 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




	COMMONWEALTH OF
PENNSYL VANIA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
oil and gas management program
well location plat











 














 





	
unit assignment plat for the
slovran unit well #31H
redstone township, Fayette co., pa
scale 1’ = 1200’ May, 2010











 














 




26476

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from James & Gina Bashour  dated 1/5/00 and recorded in Deed Book Volume 2477, Page
355 in the Recorder’s Office of County, Fayette, covering
approximately 3.5 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the  Skovran No. 36H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of James & Gina Bashour, Atlas America, LLC, Arnold L. Schulberg, _____, dated January 14 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26476

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Steve Skovran  dated 5/17/99 and recorded in Deed Book Volume 2333, Page
337 in the Recorder’s Office of County, Fayette, covering
approximately 1.05 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the  Skovran No. 36H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Steve Skovran, Atlas America, LLC, Arnold L. Schulberg, ______, dated January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



26476

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Helen Skovran  dated 9/1/10 and recorded in Deed Book Volume 2796, Page
2013 in the Recorder’s Office of County, Fayette, covering approximately 30.03 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the  Skovran No. 36H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Helen Skovran, Atlas America, LLC, Arnold L. Schulberg, _______,  dated January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



26476

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Helen Skovran  dated 5/2/00 and recorded in Deed Book Volume 2541, Page
26 in the Recorder’s Office of County, Fayette, covering approximately 33.75 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold estate constituting the  Skovran No. 36H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Helen Skovran, Atlas America, LLC, Arnold L. Schulberg, _______, dated January 8 2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 



26476

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from Fairbank Rod & Gun Club  dated 1/31/00 and recorded in Deed Book Volume 2492, Page
227 in the Recorder’s Office of County, Fayette, covering approximately 88.42 acres in Redstone
Township, Fayette County, PA.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the 26476 Skovran No. 36H Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of Fairbank Rod & Gun Club, Atlas America, LLC, Arnold L. Schulberg, _______, dated November 11 2008.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is ? feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 














 




	COMMONWEALTH OF
PENNSYL VANIA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
oil and gas management program
WELL LOCATION PLAT











 














 





	
unit assignment plat for the
skovran unit well #31H and #36H
redstone township, Fayette co., pa
scale 1’ = 1200’ May, 2010











 














 




26478



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from James & Susanne Teslovich dated 8-7-2004 and recorded in Deed Book Volume 2921,
Page 1390 in the
Recorder’s Office of County, Fayette, covering approximately 141.23 acres in Menallen Township, Fayette County,
PA.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the Teslovich No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of James & Susanne Teslovich, Atlas
Energy, INC, by Arnold L. Schulberg, ____________,  dated Sept 27 2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is ? feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 






26478




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from Roberta Lee Berger dated 12/20/06 and recorded in Deed Book Volume 3018,
Page 449 in the
Recorder’s Office of County, Fayette, covering approximately 71.25 acres in Menallen Township, Fayette County,
PA.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the 26478 Teslovich No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of Roberta Lee Berger,  Atlas America, LLC,
Cassiay, Kotjarapogus, & Ponland, LLC, _____________, dated November 1 2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





26478



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from Jack & Sue Ellen Reiber dated 11/10/06 and recorded in Deed Book Volume 3013,
Page 124 in the
Recorder’s Office of County, Fayette, covering approximately 26 acres in Menallen Township, Fayette County,
PA.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the Teslovich No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of Jack & Sue Ellen Reiber, Atlas America,
LLC, Cassiay,
Kotjarapogws, & Ponland, LLC, __________,  dated September 27 2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is ? feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 






26478



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from David & Barbara Coldren dated 11/17/07 and recorded in Deed Book Volume 3016,
Page 2253 in the
Recorder’s Office of County, Fayette, covering approximately 25 acres in Menallen Township, Fayette County,
PA.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the! Teslovich No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of David & Barbara Coldren, Atlas America,
LLC, Cassiay,
Kotjarapogws, & Ponland, LLC, ______, dated September 27 2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is ? feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 






26478



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from Randall & Karen Cramer dated 6/15/10 and recorded in Deed Book Volume 3128,
Page 825 in the
Recorder’s Office of County, Fayette, covering approximately
23.55 acres in Menallen Township, Fayette County,
PA.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the Teslovich 26478 No. 31H Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of Randall & Karen Cramer, Atlas America,
LLC, Cassiay,
Kotjarapogws & Ponland, LLC, _______, dated November 10 2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is ? feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 




	COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
Oil and Gas Managment Program
WELL LOCATION PLAT








 


 









 




	Unit Assignment Plat for the
TESLOVICH UNIT WELLS
Menallen township, Fayette Co., PA
Scale








 


 









 






26502



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from CLYDE & PHILLIS EINSPAHR dated 1-29-02 and recorded in Deed Book Volume 280,
Page 455 in the
Recorder’s Office of County, 217152 PHILLIPS, covering approximately 2239 acres in 9N, 44W SEC 35 Township, PHILLIPS County,
COLORADO.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the EINSPAHR No. 944-35-14 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of EINSPHAHR 944-35-14 for BLACK RAVEN, by
BARRY W. SPECTOR,         ,
dated, 10-21-2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is 2746 feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 




	The accompanying at is an accurate represent on showing the location of a proposed well this location may be described as a point
425 feet
North of the South kine, and 820 feet east of the west kine of section 35,
Township 9 North elevation at this point is 3728 feet above m.s.l
Note, This is not a land survey plat.
There are no visible improvements within 200 feet of the location








 


 









 





26503



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from FLATLAND BASE, LTD dated 2-2-01 and recorded in Deed Book Volume 275,
Page 300 in the
Recorder’s Office of County, 215018 PHILLIPS, covering approximately 1760 acres in 9N, 44W SEC 35 Township, PHILLIPS County,
CO.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the FLATLAND No. 944-35-44 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of FLATLAND 944-35-44, for Black Raven, by
Barry W Spector,       ,  dated
10-25-2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is 2665 feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





26504



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from FLATLAND BASE, LTD dated 2-2-01 and recorded in Deed Book Volume 275,
Page 300 in the
Recorder’s Office of County, PHILLIPS, covering approximately 1760 acres in 9N 44W, SEC 35 Township, PHILLIPS County,
CO.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the FLATLAND No. 944-35-43 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of FLATLAND 944-35-44, for BLACK RAVEN, BY
BARRY W SPECTOR,        ,
dated 10-25-2001.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is 2620 feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





26505



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from J & S CROWDER dated 2-19-01 and recorded in Deed Book Volume 275,
Page 317 in the
Recorder’s Office of  County, 215023 PHILLIPS, covering approximately 802 acres in 9N, 43W SEC 31 Township, PHILLIPS County,
CO.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the OLSON No. 943-31-14 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of OLSON # 943-31-14, for BLACK RAVEN, By BARRY
W SPECTOR,        ,  dated
10-28-2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is 2646 feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





26506



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from BRINKEMA FARMS dated 3-21-01 and recorded in Deed Book Volume 275,
Page 529 in the
Recorder’s  Office of County, 215123 PHILLIPS, covering approximately 200 acres in 9N 43W SEC 31 Township, PHILLIPS County,
CO.
	 
	 	(b)	 	The portion of the leasehold estate constituting
the BRINKEMA No. 943-31-44 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of BRINKEMA 943-31-44, for BLACK RAVEN, by
BARRY W SPECTOR,        ,
dated 10-27-2010.
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is 2628 feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 




	The accompanying platens an accurate representation
showing the location of a proposed well This location may
be described as a point 630 feet North of the South line, and
1220 feet west of the East line of Section 31, Township 9 North,
range 43 west of the 6th P.M. Phillips county, Colorado.The surface
elevation at this point is 3685 feet above m.s.l There are no visible
improvements within 200 feet of the location










 


 











 





26507




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from BRINKEMA
FARMS dated 3-21-01 and recorded in Deed Book Volume 275, Page
532 in the Recorder’s Office of County, 215124 PHILLIPS,
covering approximately 320 acres in 9N 43W SEC 32
Township, PHILLIPS County, CO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the BRINKEMA No. 943-31-43 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of BRINKEMA
943-31-43, for BLACK RAVEN, by BARRY W SPECTOR,
         
          ,
dated 11-1-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2654 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 





26613



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Phillips, covering approximately                     
acres in Amherst Township, Phillips County, CO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Flalland 844-11-42 No. 26613 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20    .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.

	 
	 	 	 	No lease assignment. Well was
dry and plugged







 














 





26614



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from DALE
VIESELMEYER dated 5-10-01 and recorded in Deed Book Volume 276, Page
136 in the Recorder’s Office of County, 215376 PHILLIPS, covering
approximately 665 acres in 9N 43W SEC 34
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the VIESELMEYER No. 843-5-31-L2 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of VIESELMEYER #
843-5-31-L2, FOR BLACK RAVEN, by BARRY W. SPECTOR,
                    ,
dated 2-1-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2705 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




	The accompanying plot
is an accurate representation showing the location of a proposed
well. This location may be described as a point 1295 feet south of the
North line, and 1930 feet west of the east line of Section 5.
Township 8 North. Range 43 West of the 6th P M, Phillips County,
Colorado
The surface elevation of this point is 3681 feet above msi
Note: This is not a land survey plot.
There are no visible improvement within 200 feet of the location











 














 




26615




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from DALE
VIESELMEYER dated 5-10-01 and recorded in Deed Book Volume 276, Page
136 in the Recorder’s Office of County, 215376 PHILLIPS,
covering approximately 665 acres in 8N 43W SEC 5
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the VIESELMEYER No. 843-5-32-L10 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of VIESELMEYER #
843-5-32-L10, FOR BLACK RAVEN, by BARRY W. SPECTOR,
                    ,
dated 2-1-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2704 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




	The accompanying plot
is an accurate representation showing the location of a proposed
well. This location may be described as a point 3864 feet south of the
North line, and 1980 feet west of the east line of Section 5.
Township 8 North. Range 43 West of the 6th P.M., Phillips County,
Colorado
The surface elevation of this point is 3695 feet above mst
Note: This is not a land survey plot.
There are no visible improvement within 400 feet of the location











 














 





26616




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
DALE VIESELMEYER
 dated 5-10-01   and recorded in Deed Book Volume 276, Page
136   in the Recorder’s Office  of County, 215376 PHILLIPS, covering
approximately 665   acres in 9N 43W SEC 27
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   VIESELMEYER  No. 843-5-41-LI Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of VIESELMEYER # 843-5-41-LI FOR BLACK RAVEN, by BARRY W. SPECTOR, ______,
   dated  2-1-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2711 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 










	The accompanying pla
is an accurate representation showing the location of a proposed
well, this location may be described as a point 620 feet south of the
north line and 625 feet west of the cast line of section 5 township 8
north  range 43 west of the 6th p.m. Phillips County Colorado he
surgace elevation at this point is 3693 feet above msi note this is
not a land survey plat there are no visible improvements within 200
feet of the location.






 














 




26617




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
DALE VIESELMEYER
 dated 5-10-01   and recorded in Deed Book Volume 276, Page
136   in the Recorder’s Office  of County, 215376 PHILLIPS, covering
approximately 665   acres in 8N 43W SEC 5
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   VIESELMEYER  No. 843-5-41-L8 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of VIESELMEYER #
843-5-41-L8 FOR BLACK RAVEN, by BARRY W. SPECTOR, _______,
   dated  2-1-2010.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2699 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 











 










	The accompanying plat
is an accurate representation showing the location of a proposed
well. This location may be described as a point 2725 feet South of
the North line, and 1250 feet West of the East line of Section 5,
Township 8 North , Rang 43 West of the 6th P.M. Phillips County,
Colorado The surface elevation at this point is 3682 feet above
m.s.l. Note this is not land survey plat. There are no visible
improvements within 400 feet of the location.







 











 





26618



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
L & P BLOCHOWITZ
 dated 10-26-01   and recorded in Deed Book Volume 278, Page
848   in the Recorder’s Office  of County, PHILLIPS, covering
approximately 155   acres in 8N 43W SEC Township, PHILLIPS  County,
COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the  BLOCHOWITZ No. 843-6-14-L14 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  BLOCHOWITZ
843-6-14-L14, FOR BLACK RAVEN, by BARRY W. SPECTOR, _________,
   dated  2-26-2010.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 




26618




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
J & C GERK
 dated 10-17-01   and recorded in Deed Book Volume 278, Page
809   in the Recorder’s Office of County, PHILLIPS, covering
approximately 155   acres in 8N 43W SEC Township, PHILLIPS  County,
COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the BLOCHOWITZ No. 843-6-14-L14 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  BLOCHOWITZ
843-6-14-L14 FOR BLACK RAVEN, by BARRY W. SPECTOR, ________,
   dated  2-26-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 










	The accompanying plat
is an accurate representation showing the location of a proposed
well. This location may be described as a point 550 feet North of the
South line, and 770 feet east of the West line of Section 6, Township
8 North, Range 43 West of the 6th P.M. Phillips County, Colorado The
surface elevation at this point is 3704 feet above msl Note This is
not a land survey plat There are no visible Improvements within 200
feet of the location.






 











 






26619

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
L&P BLOCHOWITZ
 dated 10-26-01 and recorded in Deed Book Volume 278, Page
848  in the Recorder’s Office  of County, 216476 PHILLIPS, covering
approximately 155  acres in 8N 43W SEC 6
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the  BLOCHOWITZ No. 843-6-23 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  BLOCHOWITZ
843-6-23, FOR BLACK RAVEN,
by BARRY W. SPECTOR, _________,
  dated  2-26-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the
Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2683 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




26619


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
J&C GERK
 dated 10-17-01 and recorded in Deed Book Volume 278, Page
809 in the Recorder’s Office  of County, 216466 PHILLIPS, covering
approximately 155 acres in 8N 43W SEC 6
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the BLOCHOWITZ No. 843-6-23 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of BLOCHOWITZ
843-6-23, FOR BLACK RAVEN, by BARRY W. SPECTOR, ________,
  dated  2-26-2010.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2683 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 













 










	The accompanying plat
is an accurate representation showing the location of a proposed
well, this location may be described as a point 1480 feet North of the
South line and 1940 feet east of the West line of section 6 township 8
north range 43 west of the 6th p.m. Phillips County Colorado The
surface elevation at this point is 3712 feet above msi note this is
not a land survey plat there are no visible improvements within 400
feet of the location.






 














 




26620


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
US A6 BANK
 dated 7-11-06  and recorded in Deed Book Volume ________, Page
________ in the Recorder’s Office   of County, #225581 PHILLIPS, covering
approximately 160 acres in 8N 43W SEC 6
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the CLAYMON  No. 843-6-33 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC 6, SE QTR, FOR
BLACK RAVEN, by BARRY W. SPECTOR,
____________, dated  3-10-2009.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2708 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 













 





26620


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
D&S CLAYMON
 dated 2-19-01 and recorded in Deed Book Volume 275, Page
327 in the Recorder’s Office of County, 215028 PHILLIPS, covering
approximately 855 acres in 8N 43W SEC 6
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the CLAYMON  No. 843-6-33 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC. 6, SE QTR, FOR BLACK RAVEN,
by BARRY W. SPECTOR,
___________, dated  3-10-2009.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2708 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 













 










	The accompanying plat
is an accurate representation showing the location of a proposed
well, this location may be described as a point 2400 feet North of the
South line and 1930 feet west of the East line of section 6 township 8
North range 43 West of the 6th p.m. Phillips County Colorado The
surface elevation at this point is 3709 feet above msi note This is
not a land survey plat there are no visible improvements within 200
feet of the location.






 














 






26621



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from D&S
CLAMON
 dated 2-19-01   and recorded in Deed Book Volume 275, Page
327   in the Recorder’s Office  of County, 215028 PHILLIPS, covering
approximately 855   acres in 8N 43W SEC 6
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   CLAYMON  No. 843-6-42-L9 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
CLAYMON # 843-6-42, L9 FOR BLACK RAVEN, by BARRY W.
SPECTOR,            ,
dated  2-1-2010.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2709 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.











 









 





26621

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
US A6 BANK
 dated 7-11-06   and recorded in Deed Book Volume 225581,         
   in the Recorder’s Office  of County, PHILLIPS, covering
approximately 160   acres in 8N 43W SEC 6
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   CLAYMON  No. 843-6-42-L9 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
CLAYMON # 843-6-42-L9, FOR BLACK RAVEN, by BARRY W.
SPECTOR,
           , dated  2-1-2010.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2709 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.









 









 









	The accompanying plat is on accurate representation showing the location oF a proposed welt.
This location may be described as a point .3785 Feet South of the North tine, and 500 feet
West of the East line oF Section 6 Township 8 North , Range 43 West of the 6th P.M Phillips
County, Colorado.The surface elevation at this point is 3705 feet above must Note This is
not a land survey plot. There are no visible Improvements within 400 Feet of the location,
except on existing treetine and CR 51.







 









 





26622

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
ELTON & EUNICE OLTJEN BRUNS
 dated 4-30-01   and recorded in Deed Book Volume 276, Page 121
   in the Recorder’s Office  of County, 215371 PHILLIPS, covering
approximately 1116   acres in 8N, 43W SEC 6
Township, PHILLIPS  County, CO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   OLTJEN BRUNS  No. 843-6-41-L1 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  OLTJEN BRUNS
843-6-41-L1, for BLACK RAVEN, by BARRY
SPECTOR,
           , dated  11-30-2009.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2704 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.






 









 









	The accompanying plat Is an accurate representation showing the location of
a proposed well. This location nay be described as a point 1300 feet South
oF the North line, and 600 feet West of the East line of Section 6 , Township
8 North      , Range 43 West of the 6th P.M, Phillips Country , Colorado The surface
elevation at this point is 3708 feet above m s.l Note This Is not a land survey plat.
There are no visible inprovements within 200 feet of the location



 









 





26624


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
STATE of COLORADO
 dated 8-16-01   and recorded in Deed Book Volume 277, Page 55
   in the Recorder’s Office   of County, 215994 PHILLIPS, covering
approximately 320   acres in 8N 44W SEC 1
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   STATE   No. 844-1-43 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  SEC 1, S. HALF,
 FOR BLACK RAVEN, by BARRY W.
SPECTOR,            ,
  dated  12-23-2009.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 









 











	The accompanying plat
is an accurate representation showing the location
of a proposed well. This location may be described as a point 2.390 feet
North of the South line, and .350 feet Vest of the East line of Section )
Township 8 Worth , Range 44 West of the 6th P.M, Phillips County , Color ado.
The Surface elevation at this point (is 3772 feet above m s l. Note This Is
not a land survey plat. There are no visible improvements within 400 feet of
the location, except an existing county road






 










 




26625


DESCRIPTION OF LEASES AND WELL LOCATIONS







	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
             
              
   
 dated              
              and recorded in Deed Book Volume
             , Page
             
 in the Recorder’s Office of County, Phillips, covering
approximately                acres in Amherst
Township, Phillips  County, CO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   Franson 844-10-44 No. 26625 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of               
              
              
   ,              
              
              
   ,              
              
              
   ,              
              
              
   ,
   dated               
            
 20 
            .



	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is              
            
 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.

	 
	 	 	 	No lease assignment. Well was dry and plugged.







 












 





26626

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
             
              
   
 dated              
              and recorded in Deed Book Volume
             , Page
             
 in the Recorder’s Office  of County, Phillips, covering
approximately                acres in Amherst
Township, Phillips  County, CO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Flatland 844-11-21 No. 26626 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of               
              
              
   ,              
              
              
   ,              
              
              
   ,              
              
              
   ,
   dated               
            
 20 
            .



	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is              
            
 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.

	 
	 	 	 	No lease assignment. Well was dry and plugged.







 














 




26627


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
FLATLAND BASE LTD
 dated 2-2-01   and recorded in Deed Book Volume 275, Page
300 in the Recorder’s Office  of County, 215018 PHILLIPS, covering
approximately 1760  acres in 8N 44W SEC 11
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   FLATLAND  No. 844-11-22 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  SEC 11,  N. HALF, FOR BLACK RAVEN, by BARRY W. SPECTOR,
             
              
   ,
   dated  1-25-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2680 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 









	The accompanying plat is an accurate representation showing the location of a proposed well. This
location may be described as a point 2090 feet South of the North line, and 2045 Feet East of the
West line of Section 12, Township 8 North, Range 44 West of the 6th P.M., Phillips
County, Colorado.
The Surface elevation at this point is 3720 Feet m.s.i
Note, This is not a land survey plant.
There are no visible improvements within 400 feet of the location



 


 










 





26628

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
RUTH PILLARD
 dated 2-9-01   and recorded in Deed Book Volume 275, Page
549 in the Recorder’s Office   of County, 215131 PHILLIPS, covering
approximately 800  acres in 8N 44W, SEC 12
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   PILLARD  No. 844-12-12 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  PILLARD # 844-12-12,  FOR BLACK RAVEN, by BARRY W. SPECTOR,
             
              
   ,
   dated  11-23-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2705 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 













 




26628


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
DENTON PILLARD
 dated 2-9-01   and recorded in Deed Book Volume 215129,
             
            
 in the Recorder’s Office  of County, PHILLIPS, covering
approximately 800  acres in 8N 44W SEC 12
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   PILLARD  No. 844-12-12 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  PILLARD # 844-12-12, FOR
BLACK RAVEN, by BARRY W. SPECTOR,
             
          
,
   dated  11-23-2009.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2705 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 













 









	The accompanying plat is an accurate representation showing the location of a proposed well. This
location may be described as a point 2090 feet South of the North line, and 2045 Feet East of the
West line of Section 12, Township 8 North, Range 44 West of the 6th P.M., Phillips
County, Colorado.
The Surface elevation at this point is 3720 Feet m.s.i
Note, This is not a land survey plant.
There are no visible improvements within 400 feet of the location



 


 











 



26629



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
RUTH PILLARD
 dated 2-9-01   and recorded in Deed Book Volume 275, Page
549 in the Recorder’s Office  of County, 215131 PHILLIPS, covering
approximately 800  acres in 8N 44W SEC 12
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   PILLARD  No. 844-12-22
Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  PILLARD 844-12-22,
FOR BLACK RAVEN, by BARRY W. SPECTOR,
             
              
   ,
   dated  11-23-2009.


	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 
















 





26629


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
DENTON PILLARD
 dated 2-9-01   and recorded in Deed Book Volume 215129,               
in the Recorder’s Office  of County, PHILLIPS, covering
approximately 800   acres in 8N 44W SEC 12
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   PILLARD  No. 844-12-22 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  PILLARD 844-12-22, FOR BLACK RANVEN, by BARRY W. SPECTOR,
              ,
   dated  11-23-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.






 



 









 









	The accompanying plat is an accurate representation showing the location of a proposed well. This
location may be described as a point 2090 feet South of the North line, and 2045 Feet East of the
West line of Section 12, Township 8 North, Range 44 West of the 6th P.M., Phillips
County, Colorado.
The Surface elevation at this point is 3720 Feet m.s.i
Note, This is not a land survey plant.
There are no visible improvements within 400 feet of the location



 


 









 




26630



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
M & L OLTJENBRUNS FARMS
 dated 4-30-01   and recorded in Deed Book Volume 276, Page 119
in the Recorder’s Office   of County, 215370 PHILLIPS, covering
approximately 3270   acres in 8N 44W SEC 12
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   SAND PARTNERS  No. 844-12-31 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  SEC, 12. NE QTR,  FOR BLACK RAVEN, by BARRY W. SPECTOR,
              ,
   dated  1-06-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2704 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 


 









 









	The accompanying plat is an accurate representation showing the location of a proposed well. This
location may be described as a point 1295 feet South of the North line, and 2275 Feet East of the
West line of Section 12, Township 8 North, Range 44 West of the 6th P.M., Phillips
County, Colorado.
The Surface elevation at this point is 3722 Feet above m.s.i
Note, This is not a land survey plant.
There are no visible improvements within 200 feet of the location



 


 









 





26631



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from
M & L OLTJENBRUNS FARMS
 dated 4-30-01   and recorded in Deed Book Volume 276, Page 119
in the Recorder’s Office   of County, 215370 PHILLIPS, covering
approximately 3270   acres in 8N 44W SEC 12
Township, PHILLIPS  County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the   SAND PARTNERS  No. 844-12-41 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of  SEC 12, NE QTR,  FOR BLACK RAVEN, by BARRY W. SPECTOR,
              ,
   dated  1-06-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities
(which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.






 


 









 




	The accompanying plat is an accurate representation showing the location of a proposed well. This
location may be described as a point 600 feet South of the North line, and 940 Feet West of the
East line of Section 12, Township 8 North, Range 44 West of the 6th P.M., Phillips
County, Colorado.
The Surface elevation at this point is 3710 Feet above m.s.i
Note, This is not a land survey plant.
There are no visible improvements within 200 feet of the location










 


 











 




26632


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from PATRICIA A. OLSON dated 5-7-03 and recorded in Deed Book Volume 219727,
             in the Recorder’s Office of County, PHILLIPS, covering approximately 160 acres in 9N, 43W, SEC 27
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the OLSON No. 943-27-21 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of OLSON #
943-27-21, for BLACK RAVEN, by BARRY W SPECTOR,
          ,
dated 10-15-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2684 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 







 




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from FLAME ROYALTIES dated 7-25-03 and recorded in Deed Book Volume 219980,
          in the Recorder’s Office of County, PHILLIPS, covering approximately 160 acres in 9N, 43W, SEC 27
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the OLSON No. 943-27-21 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of OLSON # 943-27-21, for BLACK RAVEN, by BARRY W SPECTOR,
         , dated
10-15-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2684 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 












 









 




26634



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from AUDREY J MURRAY dated 2-2-01 and recorded in Deed Book Volume 275, Page
353 in the Recorder’s Office of County, 215041 PHILLIPS, covering approximately 360 acres in 9N 43W SEC 34
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the MURRAY No. 943-34-11 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC 34, N2, NW QTR, SW, QTR FOR BLACK RAVEN, by BARRY W. SPECTOR,
        , dated 3-9-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2695 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 












 









 




26638



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from         
dated         
and recorded in Deed Book Volume         , Page
         in the Recorder’s Office of County, Phillips, covering approximately
         acres in Amherst
Township, Phillips County, CO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Crowder 843-7-12 No. 26638 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of         ,
        ,
        ,         ,
dated          20        .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is          feet),
subject to the landowner’s royalty interest and overriding
royalty interests.

	 
	 	 	 	No lease assignment. Well was dry and plugged.







 












 





26642



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from E &
E OLTJENBRUNS dated 4-30-01 and recorded in Deed Book Volume 276, Page
121 in the Recorder’s Office of County, 215371 PHILLIPS, covering approximately 320 acres in 8N, 43W, SEC 18
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the ROLL No. 843-18-23 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of ROLL 843-18-23, for BLACK RAVEN, by BARRY W SPECTOR,
          dated
12-24-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 





26642




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from US A6 BANK dated 10-18-08 and recorded in Deed Book Volume 228817,
           in the Recorder’s Office of County, PHILLIPS, covering approximately 160 acres in 8N, 43W, SEC 18
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the ROLL No. 843-18-23 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of ROLL 843-18-23, for BLACK RAVEN, by BARRY W SPECTOR,
          ,
dated 12-24-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 

















 





26643



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from STR INVESTMENTS dated 3-9-01 and recorded in Deed Book Volume 276, Page
563 in the Recorder’s Office of County, 215563 PHILLIPS, covering approximately 229 acres in 8N 44 W SEC 1
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the STR No. 844-1-31 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of STR 844-1-31, FOR BLACK RAVEN, by BARRY W. SPECTOR,
         , dated
12-28-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2695 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 











 










 





26644



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from BRINKEMA FARMS  dated 3-21-01 and recorded in Deed Book Volume 275, Page
523 in the Recorder’s Office of County, PHILLIPS, covering approximately 208 acres in 8N 44W SEC 11
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the DIRKS No. 844-1-11-L5 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of DIRKS 844-1-11-L5, FOR BLACK RAVEN, by BARRY W. SPECTOR,
          ,
dated 8-23-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2712 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 











 










 







26646

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from          dated
         and recorded in Deed Book Volume
        , Page
         in the Recorder’s Office of County, Phillips, covering approximately
         acres in Amherst
Township, Phillips County, CO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Obtjenbruns Trust 844-13-23 No. 26646 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of         ,
        ,         ,
        , dated         
20     .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is          feet),
subject to the landowner’s royalty interest and overriding
royalty interests.

	 
	 	 	 	No lease assignment. Well was dry and plugged.







 












 





26647


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from MARGIE FULSCHER dated 3-16-01 and recorded in Deed Book Volume 233, Page
296 in the Recorder’s Office of County, 187185 SEDGEWICK, covering approximately 880 acres in 9N 43W SEC 15
Township, SEDGEWICK County, CO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the FULSCHER No. 943-15-14 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of FULSCHER 943-15-14, for BLACK RAVEN, by BARRY W SPECTOR,
        , dated 9-16-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 











 










 






26648



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from DAVID & JULIE DIRKS dated 4-9-01 and recorded in Deed Book Volume 275, Page
703 in the Recorder’s Office of County, 215198 PHILLIPS, covering approximately          acres in 9N, 43W, SEC 22
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the DIRKS No. 943-22-21 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of DIRKS 943-22-21, for BLACK RAVEN, by BARRY W SPECTOR,
           ,
dated 12-28-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2713 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 











 









 




26650

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from JOE & DEB CROWDER dated 2-19-01 and recorded in Deed Book Volume 275, Page
317 in the Recorder’s Office of County, 215023 PHILLIPS, covering approximately 802 acres in 9N 43W SEC 31
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the OLSON No. 943-31-24 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of OLSON 942-31-24, FOR BLACK RAVEN, by BARRY W. SPECTOR,
                    ,
dated 2-3-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2697 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 








	The accompanying plat Is an accurate representation showing the Location of a proposed well. This
location nay be described as a point 425 feet North of the South line, and 2150 Feet east of the
V/est tine of Section 31 , Township 9 North , Range 43 V/est of the 6th P.M. Phillips County ,
Colorado.
The surface elevation at this point is 3694 feet above n,s I.
Note’ This is not a land survey plat.
There are no visible improvements within 400 feet of the location
W319N43GPS 9402-148




 


 









 




26656



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from JANE KRUEGER dated 8-28-01 and recorded in Deed Book Volume 278, Page
7 in the Recorder’s Office of County, 216196 PHILLIPS, covering approximately 153 acres in 9N, 43W, SEC 32
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the WALTERS No. 943-32-34 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC 32, SE QTR, for BLACK RAVEN, by BARRY W. SPECTOR,
                    ,
dated 11-21-2007.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2719 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 










	The accompanying plat
is an accurate representation showing the location of a proposed well This
location nay be described as a point 525 feet North of the South line, and 2320 feet West of the
East line of Section 32, Township 9 North , Range 4.3 West of the 6th P.M., Phillips County ,
Colorado, The surface elevation at this point is 3677 feet above nsl
Note; This is not a land survey plat,
There are no visible improvements within 200 feet of the location
W329N43GPS 7402-148




 


 








 




26710


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from STATE of COLORADO dated 5-17-01 and recorded in Deed Book Volume 276, Page
905 in the Recorder’s Office of County, 215703 PHILLIPS, covering approximately 640 acres in 9N 44W SEC 36
Township, PHILLIPS County, CO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the OLTJENBRUNS STATE No. 944-36-43 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC 36, for BLACK RAVEN, by BARRY W. SPECTOR,
                    ,
dated 12-22-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2700 feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 












 










	The accompanying plot is an accurate representation showing the location of a proposed well., This
location nay be described as a point 1950 feet North of the South line, and 475 feet West of the
East line of Section 36 , Township 9 North , Range 44 Vest of the 6th P.M., Phillips County ,
Colorado.
The surface elevation at this point is 3707 feet above nvs.t.
Note: This is not a land survey plat.
There are no visible improvements within 200 feet of the location
W369N44GPS 7402-763




 


 








 




26767

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from D & M DIRKS dated 4-9-01 and recorded in Deed Book Volume 275, Page
703 in the Recorder’s Office of County, 215189 PHILLIPS, covering approximately 160 acres in 9N, 43W, SEC 22
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the DIRKS No. 943-22-22 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC 22 NE QTR, for BLACK RAVEN, by BARRY W. SPECTOR,
                    ,
dated 12-28-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2708 feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 










	The accompanying plat is an accurate representation showing the location of a proposed well This
location nay be described as a point 1822 feet South of the North line, and 1761 feet East of the
West line of Section 22, Township 9 North , Range 43 West of the 6th P.M., Phillips County ,
Colorado.
The surface elevation at this point is 3641 feet n,s,l.
Motet This is not a land survey plat.
There are no visible improvements within 400 feet of the location , except an ex/sting center pivot
irrigation system
W229N43GPS 9402-159




 


 








 




26768

26769

26770

26773

27215


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from STATE of COLORADO dated 8-16-01 and recorded in Deed Book Volume 277, Page
55 in the Recorder’s Office of County, 215994 PHILLIPS, covering approximately 320 acres in 8N 43W SEC 6
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the STATE No. 844-1-34 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC 1 SOUTH HALF, FOR BLACK RAVEN, by BARRY W. SPECTOR,
                    ,
dated 12-23-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2700 feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 










	The accompanying plat Is an accurate representation showing the location of a proposed well. This
location nay be described as a point 425 feet North of the South line, and 7660 feet West of the
East line of Section ?6, Township 9 Worth , Range 43 West of the 6th P.M., Sedgwick Countv ,
Colorado.
The surface elevation at this point Is 3647 feet above m.s.l. Note’ This Is not a land survey plat.
There are no visible Improvements within 200 feet of the location
M69N43GPS 7402-152




 


 









 










	The accompanying plat is an accurate representation showing the location of a proposed well- This
location nay be described as a point 2478 feet North of the South line, and 2279 feet east of the
Vest line of Section 21, Township 9 North , Range 43 West of the 6th P.M. Phillips County ,
Colorado.
The surface elevation at this point is 3667 feet above n-s.l.
Note» This is not a land survey plat.
There are no visible improvements within 400 feet of the location
W219N43GPS 9402-160




 


 









 











	The accompanying plat is an accurate representation showing the location of a proposed welt. This
location nay be described as a point 1025 feet North of the South line, and 1447 Feet east of the
West line of Section 6, Township 8 Worth , Range 43 West of the 6th P.M. Phillips County , Colorado
The surface elevation at this point Is 3704 Feet above nsl.
Notei This is not a land survey plat
There are no visitote improvements within 400 feet oF the location
W68N43GPS 9402-166




 


 









 










	The accompanying plot is an accurate representation showing the location of a proposed well. This
location may be described as a point .3434 feet South of the North
line, anci 1280 feet West of the
East line oF Section 5 , Township 8 North , Range 4.3 West oF the 6th P.H , Phillips County,
Colorado The surface elevation at this point is .5683 feet above n s i. Note This is not a land
survey plat There are no visible improvements within •100 feet of the location
W58N45GPS 94-02-164




 


 









 










	The accompanying plat is an accurate representation showing the location of a proposed well, This
location may be described as a point .344 feet North of the South line, and 182-3 feet West of the
East line of Section 31 , Township 9 North , Range 43 Vest of the 6th P.M., Phillips County ,
Colorado, The surface elevation at this point is 36S5 Feet above ri.si-Note- This is not a (and
survey plat
There are no visible improvements within 400 Feet of the location , except
on existing overhead power line and Co Re/ 38, n
W3WN43GPS 9402-165




 


 









 




26771

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from STATE of COLORADO dated 5-17-01 and recorded in Deed Book Volume 275, Page
703 in the Recorder’s Office of County, 215703 PHILLIPS, covering approximately 640 acres in 9N, 44W, SEC 36
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the OLTJENBRUNS No. 944-36-34 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC 36, for BLACK RAVEN, by BARRY W. SPECTOR,
                    ,
dated 12-22-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2700 feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 










	The accompanying plat is an accurate representation showing the location of a proposed well. This
location nay be described as a point 557 Feet North of the South line, and 7470 feet West of the
East line of Section 36, Township 9 North , Range 44 West of the 6th P.M., Phillips County ,
Colorado.
The surface elevation at this point is 3772 feet above m.s I.
Note: this is not a land survey plat.
There are no visible improvements within 400 feet of the location
W369N44CPS 7402-134RI




 


 









 




26772


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from DUDDEN ELEVATOR dated 5-7-03 and recorded in Deed Book Volume 219592,
                     
in the Recorder’s Office of County, PHILLIPS, covering approximately 160 acres in 9N, 43W, SEC 22
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the SCHLACTER No. 943-22-13 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SCHLACTER 943-22-23, for BLACK RAVEN, by BARRY W. SPECTOR,
                    ,
dated 10-14-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2700 feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 











 










	The accompanying plat Is an accurate representation showing the- location of a proposed well. This
location nay be described as a point 1955 Feet North of the South line, and 721 feet east of the
West line of Section 22, Township 9 North , Range 45 West of the 6th P.M Phillips County ,
Colorado.
The surface elevation at this point Is 3646 feet above ns.l
Note’ This is not a land survey plat.
There are no visible improvements within 400 feet of the location
W229N43GPS 9402-161





 


 










 




27213


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from D&S CLAYMON dated 2-19-01 and recorded in Deed Book Volume 275, Page
327 in the Recorder’s Office of County, 215028 PHILLIPS, covering approximately 855 acres in 8N 43W SEC 6
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the CLAYMON No. 843-6-11-25 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC 6, SE
QTR, FOR BLACK RAVEN, by BARRY W. SPECTOR, _______, dated 1-25-2010.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2684 feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 








	The accompanying plat Is on accurate representation showing the location of a
proposed well. This location may be described as a point 1370 feet South of the
North line, end 200 feet East of the West line of Section 6 , Township 8
North . Range 43 West of the 6th P.M, Phillips County . Colorado
The surface elevation at this point is 3715 Feet msi.
Note This is not a land survey plat
There are no visible Improvements within 400 Feet of the location , except an
existing County Road



 


 








 




27214



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from D&M DIRKS dated 4-9-01 and recorded in Deed Book Volume 221005,
          in the Recorder’s Office  of County, PHILLIPS, covering approximately
173 acres in 9N, 43W, SEC 22
Township, PHILLIPS County, COLORADO.

	 
	 	(b)	 	The portion of the leasehold estate constituting the DIRKS No. 943-22-31 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of SEC 22, NE
QTR, for BLACK RAVEN, by BARRY W. SPECTOR, ______, dated 12-28-2009.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is 2708 feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 








	The accompanying plat is an accurate representation showing the location oF
a proposed well. This location nay be described as a point 477 feet South
oF the North line, and 2)5.3 feet West of the East tine of Section 22
, Township 9 North
 _____ 

, Range 43 Vest of the 6th P.M., Phillips County
 _____ 

,
Colorado.
The surface elevation at this point is 3632 feet above m.s.l,
Note; This is not a land survey plat,
There are no visible improvements within 400 feet of the location., except on
existing center pivot ‘irrigation system 9402- 162R





 


 









 




30496



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                   
 dated                    and recorded in Deed Book
Volume                   , Page
                  
 in the Recorder’s Office  of County, Alcona, covering approximately
                  
 acres in Caledonia
Township, Alcona County, MI.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Davis #C2-29 No. 30496 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                      
               ,
                                    ,
                                    ,
                                    ,
dated                    20        .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 83.125% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                    feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 





32031


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                   
 dated                    and recorded in Deed Book
Volume                   , Page
                  
 in the Recorder’s Office  of County, Knox, covering approximately
                  
 acres in Vigo
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Harting A3-35 HD No. 32031 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                      
               ,
                                    ,
                                    ,
                                    ,
dated                    20        .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 79.75% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                    feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 




32038



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                   
 dated                    and recorded in Deed Book
Volume                   , Page
                  
 in the Recorder’s Office  of County, Knox, covering approximately
                  
 acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Telligman A1-23 HDN No. 32038 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                      
               ,
                                    ,
                                    ,
                                    ,
dated                    20        .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87.58% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                    feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 




32039



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                   
 dated                    and recorded in Deed Book
Volume                   , Page
                  
 in the Recorder’s Office  of County, Knox, covering approximately
                  
 acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Telligman, John A1-23 HDS No. 32039 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                      
               ,
                                    ,
                                    ,
                                    ,
dated                    20        .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                    feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 




32045



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                   
 dated                    and recorded in Deed Book
Volume                   , Page
                  
 in the Recorder’s Office  of County, Knox, covering approximately
                  
 acres in Washington
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Kirkwood B2- 5HD No. 32045 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	
Title Opinion of                      
               ,
                                    ,
                                    ,
                                    ,
dated                    20        .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87.5% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                    feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 




32046



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                   
 dated                    and recorded in Deed Book
Volume                   , Page
                  
 in the Recorder’s Office  of County, Knox, covering approximately
                  
 acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Lisman B4- 29 HDS No. 32046 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                      
               ,
                                    ,
                                    ,
                                    ,
dated                    20        .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 76% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                    feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 




32054



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                   
 dated                    and recorded in Deed Book
Volume                   , Page
                  
 in the Recorder’s Office  of County, Knox, covering approximately
                  
 acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Diekman A2-2 HDN No. 32054 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                      
               ,
                                    ,
                                    ,
                                    ,
dated                    20        .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                    feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 













 




32055

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Washington
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Diekman, Robert A2-2 HDS No. 32055 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87.7765% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 




32089


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Alcoma, covering approximately              acres in Alcoma
Township, Alcoma County, MI.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Errigo D1-29 No. 32089 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 83.125% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 




32095


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Kirk B1-8 HD No. 32095 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 80% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 




32096


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Hooper D4-17 HDN No. 32096 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 82.40084% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 






32097

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Williams, Marvin D1-17+IDS No. 32097 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 83.84612% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32098

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Boberg D1-34 HDN No. 32098 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 80% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 




32099


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Vigo
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Rasera A1-24 HDS No. 32099 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 76% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 




32100


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Vigo
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Buescher B3-14 HDS No. 32100 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 80% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 




32123


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Sullivan, covering approximately              acres in Bill
Township, Sullivan County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Shrum A3-21 HDS No. 32123 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 90% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32125


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Diekman D4-13 HDN No. 32125 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 83.52697% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32131

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Koenig A3-9 HDN No. 32131 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 80% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32132

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Dix & Strate D1-10 HDN No. 32132 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 80% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32133

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Hooper, Daniel D4-17 HDS No. 32133 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 76.5252% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32134

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Rusk, Vera D2-21 HDS No. 32134 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 76.15322% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32135

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Holscher D3-27 HDN No. 32135 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87.7765% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32138

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Vigo
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Koenig D4-17 HDN No. 32138 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 76% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32140

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Washington
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Kirkwood B4-5 HDN No. 32140 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 82.932% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32142

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Busseron
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Polk, Mary C1-22 HDS No. 32142 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87.7765% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32145

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Washington
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Dellinger A1-11- HDS No. 32145 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87.7765% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 




32146


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Washington
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Franklin A3-10 HDS No. 32146 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87.7765% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 




32156


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Busseron
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Kerns D4-9 HDN No. 32156 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87.7765% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 






32158

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Schuckman, Alvin & Carl D1-4 HDS No. 32158 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 76% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32159


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Johannings meier, Carl C3-27 HDS No. 32159 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 81.75% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32163


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Sargent D3-6 HDN No. 32163 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 76% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 





32165


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from              dated
             and recorded in Deed Book Volume             , Page
             in the Recorder’s Office of County, Knox, covering approximately              acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold estate constituting the Daugherty D3-12 HDN No. 32165 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of
            ,
            ,
            ,
            , dated              20            .

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87.58551% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is              feet),
subject to the landowner’s royalty interest and overriding royalty interests.







 












 




32167



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                         
dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Washington Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Chattin C1-1 HDS No. 32167 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of
                             ,
                             ,
                             ,
                             ,
 dated                      20          .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32168





DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Washington Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Debu isseret D4-4 HDN No. 32168 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         , dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32169




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Busseron Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Schulze D2-33 HDN No. 32169 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of
                                        ,                                         ,                                         ,                                         , dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32170




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately
                     acres in Busseron Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Schulze, Michael D-233 HDS No. 32170 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         , dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32173




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Washington Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Kerns, Carolyn D4-9 HDS No. 32173 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32177




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Washington Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Hagemeier A2-19 HDS No. 32177 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         , dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32179




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Washington Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Carmichael A1-35 HDN No. 32179 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32188




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Kalkaska, covering approximately                      acres in Clearwater Township, Kalkaska County,
MI.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Newkirk B4-12 No. 32188 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32198




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Otsego, covering approximately                      acres in Elmiva Township, Otsego County,
MI.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Drinde B4-22 No. 32198 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32205





DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Vigo Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Heidenreich, Mary D3-18 HDSRS No. 32205 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 80.75% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 






32210



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Antrim, covering approximately                      acres in Chestonia Township, Antrim County,
MI.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Tannehill C3-19 No. 32210 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32212




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Washington Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Rust D4-36 HDS No. 32212 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 85,50204% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 






32217



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Vigo Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Buescher, ET AL B3-14 HDN No. 32217 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 80% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32220




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Daviess, covering approximately                      acres in Barr Township, Daviess County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Wagler A4-16 HDS No. 32220 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32221




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Daviess, covering approximately                      acres in Washington Township, Daviess County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Mattingly D1-S HDN No. 32221 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32241




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Widner Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the
Williams, S1-HD No. 32241 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         , dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 






32242



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Widner Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Telligman Farms 1-HD No. 32242 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 87,7765% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32245




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Harrison Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Wilson A3-32 HDN No. 32245 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.




 


 









 





32251




DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION






	 	(a)	 	Oil and Gas Lease from                                          dated                                    
      and recorded in Deed Book Volume                     , Page                      in the
Recorder’s Office of County, Knox, covering approximately                      acres in Harrison Township, Knox County,
IN.
	 
	 	(b)	 	The portion of the leasehold estate constituting the Williams D2-27 HDN No. 32251 Well Location is
described on the map attached hereto as Exhibit A-1.
	 
	 	(c)	 	Title Opinion of                                         ,                                         ,                                         ,                                         ,  dated                                          20                     .
	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the deepest depth
penetrated at the cessation of drilling activities (which is                      feet), subject to the landowner’s
royalty interest and overriding royalty interests.






 


 











 





32253

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     ,
Page                     
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Palmyra Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Carnahan C1-24-66 HDN No. 32253 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




32274


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     ,
Page                     
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Harrison Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the McCormich C1-4-84 HDN No. 32274 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                     
feet), subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




32277


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     ,
Page                     
in the Recorder’s Office of County, Kalkaska, covering approximately                     
acres in Boardman Township, Kalkaska County, MI.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Lucas 1-13 HD No. 32277 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated
                     20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



32278



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     ,
Page                     
in the Recorder’s Office of County, Antrim, covering approximately                     
acres in Mancelona Township, Antrim County, MI.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the St. Mancelonia 1-28 HD No. 32278 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




32294


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     ,
Page                     
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Widner Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Schroeder Farms 1-14 No. 32294 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated
                    
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 54.4927% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                     
feet),
subject to the landowner’s royalty interest and overriding
royalty interests.

	 
	 	 	 	No lease assignment. Well was
dry and plugged.







 














 





32295

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Missaukee, covering approximately                     
acres in Norwich W Township, Missaukee County, MI.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the St. Norwich 1-6 HD No. 32295 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 





32299

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Barr Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Bradley #D2-2 HDN No. 32299 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




32301

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Widner
Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Rusk D2-21 HDN-A No. 32301 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 76,15635% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 



32303



DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Widner Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Courter A3-24 HDN No. 32303 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 76% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 





32340

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Palmyra Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Otten Ad-13-91 HDN No. 32346 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 





32342

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Palmyra Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Ice D3-24-80 HDN No. 32342 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 





32343

DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Steen Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Carnahan B3-18-103 HDN No. 32343 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




32349


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Steen Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Downen B1-32-82 HDN No. 32349 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




32361


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Palmyra Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Carnahan C2-13-79 HDN No. 32361 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.







 














 




32362


DESCRIPTION OF LEASES AND WELL LOCATIONS





	1.	 	WELL LOCATION







	 	(a)	 	Oil and Gas Lease from                     
dated                     
and recorded in Deed Book Volume                     , Page
                    
in the Recorder’s Office of County, Knox, covering approximately                     
acres in Palmyra Township, Knox County, IN.

	 
	 	(b)	 	The portion of the leasehold
estate constituting the Carnahan A4-26-65 HDS No. 32362 Well Location is
described on the map attached hereto as Exhibit A-1.

	 
	 	(c)	 	Title Opinion of                     ,
                    ,
                    ,
                    ,
dated                     
20__.

	 
	 	(d)	 	The Developer’s interest in the leasehold estate constituting the Well Location is an
undivided 100% Working Interest to those oil and gas rights from the surface to the
deepest depth penetrated at the cessation of drilling activities (which is                      feet),
subject to the landowner’s royalty interest and overriding
royalty interests.