Assets of Oil & Gas Investment Fund

Sale of substantially all of assets of the Bakken Income Fund LLC, which includes:

• The (i) lands described on Exhibit A (the “Lands”), and (ii) the oil, gas, and mineral leases described on Exhibit A attached hereto and any extensions, renewals, ratifications or amendments to such leases, together with all other rights, titles and interests of Seller in and to the leases, and all working interests, royalty interests, overriding royalty interests, net profits interests, production payments, mineral interests, non-consent interests, forced pooled interests, and other interests under or relating to any Contracts, whether or not such interests are listed on Exhibit A (the “Leases”), based on or arising from any of the Lands; provided, however, that all of the foregoing are subject to the limitations, if any, described in said Exhibit A;
• All of the oil and gas wells, salt water disposal wells, injection wells and other wells and wellbores located on or attributable to the Leases or Lands or on lands pooled, unitized or communitized with the Lands, whether producing, in progress, plugged or unplugged, shut-in or permanently or temporarily abandoned, whether or not fully described on any exhibit or schedule to this Agreement, and including those wells identified on Exhibit B-1 (the “Wells,” and, together with Leases and Lands, the “Properties”);
• The oil, gas, casinghead gas, coal bed methane, condensate, and other gaseous and liquid hydrocarbons or any combination thereof, sulphur extracted from hydrocarbons, and all other lease substances (“Hydrocarbons”) in, on, arising from, or under the Properties and that may be produced from or otherwise be allocated or attributed to the Properties from and after the Effective Time;
• All equipment, machinery, fixtures and other tangible personal property and improvements located on the Properties or used or held for use in connection with the production, gathering, treatment, processing, storage, transportation, sale, disposal and other handling of Hydrocarbons attributable thereto, including any wellhead equipment, wells, tanks, boilers, buildings, fixtures, injection facilities, saltwater disposal facilities, compression facilities, pumping units and engines, flow lines, pipelines, gathering systems, gas and oil treating facilities, machinery, power lines, telephone lines, roads, and other appurtenances, improvements, and facilities related thereto (collectively, the “Equipment”);
• All permits, surface leases, surface use agreements, rights-of-way, licenses, servitudes, easements, and other surface rights agreements that are related to the use, ownership, or operation of the Properties or the Equipment (collectively, the “Surface Contracts”);
• All seismic records, gravity maps, gravity meter surveys, seismic surveys, well logs, and other similar geological or geophysical surveys or data owned, held or licensed by Seller and covering any portion of the Properties, including any processed or reprocessed data;
• the Purchased Contracts;
• Originals, to the extent available, or copies of all the files, records, and data relating to the items described in Sections 1.2(a) through 1.2(g), which records include: lease records, well records, division order records, pooling order records, well files, contract files, title records (including abstracts of title, title opinions and memoranda, and title curative documents), engineering records, correspondence, electronic data files (if any), maps, production records, electric logs, core data, core samples, pressure data, decline curves and graphical production curves and reserve reports (collectively, the “Records”); and
• All rights, claims, and causes of action (including warranty and similar claims, indemnity claims, and defenses) whether arising before, on, or after the Effective Time to the extent such rights, claims, and causes of action relate to any of the Assumed Liabilities. Notwithstanding anything to the contrary herein, Buyer may from time to time prior to the Closing in its sole discretion designate any Contract as an Excluded Asset by providing written notice thereof to the Seller. Such Contract shall be deemed to be an Excluded Asset and shall not be deemed to be an Asset for all purposes hereunder, in each case, without further action by the parties.