Exhibit 10.2
EXHIBIT "C"
Attached to and made part of that certain Development Agreement, dated effective
May 6, 2011 by and between Gulfport Energy Corporation, Windsor Ohio, LLC and
Rhino Exploration, LLC
A.A.P.L. FORM 610-1982
MODEL FORM OPERATING AGREEMENT
OPERATING AGREEMENT
DATED
May 6, 2011,
year
OPERATOR
Gulfport Energy Corporation
CONTRACT AREA
See Exhibit "A"
COUNTY OR PARISH OF
Belmont, Carroll, Columbiana, Guernsey, Harrison, Jefferson, Mahoning, Monroe,
Noble, Portage, Stark, Summit and Tuscarawas
STATE OF
Ohio
COPYRIGHT 1982 - ALL RIGHTS RESERVED AMERICAN ASSOCIATION OF PETROLEUM LANDMEN,
4100 FOSSIL CREEK BLVD., FORT WORTH, TEXAS, 76137-2791, APPROVED FORM. A.A.P.L.
NO. 610 - 1982 REVISED
TABLE OF CONTENTS
Article
Title
Page
I.
DEFINITIONS
1
II.
EXHIBITS
1
III.
INTERESTS OF PARTIES
2
A.
OIL AND GAS INTERESTS
2
B.
INTERESTS OF PARTIES IN COSTS AND PRODUCTION
2
C.
EXCESS ROYALTIES, OVERRIDING ROYALTIES AND OTHER PAYMENTS
2
D.
SUBSEQUENTLY CREATED INTERESTS
2
IV.
TITLES
2
A.
TITLE EXAMINATION
2-3
B.
LOSS OF TITLE
3
1.
Failure of Title
3
2.
Loss by Non-Payment or Erroneous Payment of Amount Due
3
3.
Other Losses
3
V.
OPERATOR
4
A.
DESIGNATION AND RESPONSIBILITIES OF OPERATOR
4
B.
RESIGNATION OR REMOVAL OF OPERATOR AND SELECTION OF SUCCESSOR
4
1.
Resignation or Removal of Operator
4
2.
Selection of Successor Operator
4
C.
EMPLOYEES
4
D.
DRILLING CONTRACTS
4
VI.
DRILLING AND DEVELOPMENT
4
A.
INITIAL WELL
4-5
B.
SUBSEQUENT OPERATIONS
5
1.
Proposed Operations
5
2.
Operations by Less than All Parties
5-6-7
3.
Stand-By Time
7
4.
Sidetracking
7
C.
TAKING PRODUCTION IN KIND
7
D.
ACCESS TO CONTRACT AREA AND INFORMATION
8
E.
ABANDONMENT OF WELLS
8
1.
Abandonment of Dry Holes
8
2.
Abandonment of Wells that have Produced
8-9
3.
Abandonment of Non-Consent Operations
10
VII.
EXPENDITURES AND LIABILITY OF PARTIES
10
A.
LIABILITY OF PARTIES
10
B.
LIENS AND PAYMENT DEFAULTS
10
C.
PAYMENTS AND ACCOUNTING
10
D.
LIMITATION OF EXPENDITURES
10-11
1.
Drill or Deepen
10-11
2.
Rework or Plug Back
11
3.
Other Operations
11
E.
RENTALS, SHUT-IN WELL PAYMENTS AND MINIMUM ROYALTIES
11
F.
TAXES
11
G.
INSURANCE
12
VIII.
ACQUISITION, MAINTENANCE OR TRANSFER OF INTEREST
12
A.
SURRENDER OF LEASES
12
B.
RENEWAL OR EXTENSION OF LEASES
12
C.
ACREAGE OR CASH CONTRIBUTIONS
12-13
D.
MAINTENANCE OF UNIFORM INTEREST
13
E.
WAIVER OF RIGHTS TO PARTITION
13
F.
PREFERENTIAL RIGHT TO PURCHASE
13
IX.
INTERNAL REVENUE CODE ELECTION
13
X.
CLAIMS AND LAWSUITS
14
XI.
FORCE MAJEURE
14
XII.
NOTICES
14
XIII.
TERM OF AGREEMENT
14
XIV.
COMPLIANCE WITH LAWS AND REGULATIONS
15
A.
LAWS, REGULATIONS AND ORDERS
15
B.
GOVERNING LAW
15
C.
REGULATORY AGENCIES
15
XV.
OTHER PROVISIONS
16
XVI.
MISCELLANEOUS
20
OPERATING AGREEMENT
THIS AGREEMENT, entered into by and between Gulfport Energy Corporation,
hereinafter designated and referred to as "Operator", and the signatory party or
parties other than Operator, sometimes hereinafter referred to individually
herein as "Non-Operator", and collectively as "Non-Operators".
WITNESSETH:
WHEREAS, the parties to this agreement are owners of oil