Oil and Gas Leases and Related Assets for Sale

Sale of oil and gas leases and related assets of W.O. Operating Company, Ltd, including all of seller’s right, obligation, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to the following:

• All of the oil and gas leases described on Exhibit A and any mineral, royalty, overriding royalty, net profits interests, carried interests, farmout rights, options, contractual rights (each a Lease, collectively, the “Leases”); and other properties and interests, together with each and every kind and character of right, title, claim, and interest that Seller has in and to the lands covered by the Leases or the lands currently pooled, unitized, communitized or consolidated therewith including, without limitation all rights with respect to the use of the surface of and the subsurface depths under the lands covered by the Leases (collectively, the “Lands”);
• All oil, gas, water, disposal or injection wells located on or associated with the Leases whether producing, shut-in, or temporarily or permanently abandoned, and any other oil, gas, water, disposal or injection wells owned by Seller located on or associated with the Lands, whether producing, shut-in, or temporarily or permanently abandoned (collectively, the “Wells”);
• All rights, obligations and interests in any unit or pooled area in which the Leases or Lands are included (the “Units”);
• All easements, rights-of-way, surface leases, servitudes, permits, licenses, franchises, and other estates or similar rights and privileges directly related to or used in connection with the Leases, Lands, Wells and Units (the “Easements” and together with the Leases, Lands, Wells and Units the “Oil and Gas Interests”);
• All flow lines, oil, gas, water and other pipelines, gathering systems, tank batteries, structures, buildings and related equipment located on the Leases, Lands, Units and Easements or otherwise associated with the production or the transportation of production from the Leases, the Wells or the Units, and all facilities, equipment, compressors, booster stations, plants, meters, well pads, radio towers, remote terminal units, supervisory control and data acquisition (SCADA) equipment and other similar equipment, personal computer equipment, communication equipment, improvements, fixtures, inventory (excluding hydrocarbons in tank batteries pursuant to ¶ 1.5, spare parts, tools, and other personal property located on the Leases, the Lands, the Units, or the Easements or otherwise associated with operations on the Leases, the Wells, or the Units or the sale, processing or transportation of production from the Leases, the Wells and the Units (collectively referred to as the “Equipment”); for avoidance of doubt the Equipment does not include any motor vehicles;
• All Hydrocarbons produced from or attributable to the Leases, Lands, and Wells from and after the Closing Date;
• To the extent assignable or transferable, all contracts, agreements, and other arrangements that directly relate to the Oil & Gas Interests or the Equipment, including, without limitation, production sales contracts, farmout agreements, operating agreements, service agreements (the “Contracts”);
• All lease files; land files; well files; gas and oil sales contract files; gas processing files; division order files; abstracts; title opinions; land surveys; environmental surveys, inspections, assessments, and reports; logs; maps; engineering data and reports; interpretive data, technical evaluations and technical outputs; reserve studies and evaluations, and other books, records, data, files, and accounting records, in each case to the extent related to the Oil and Gas Interests, or used or held for use in connection with the maintenance or operation thereof, but excluding any books, records, data, files, logs, maps, evaluations, outputs, and accounting records to the extent disclosure or transfer would result in a violation of applicable law (subject to such exclusions, the “Records”); provided, however, that Seller may retain the originals of such Records as Seller has reasonably determined may be required for existing litigation, tax, accounting, and auditing purposes;
• All geological and geophysical data relating to the Oil & Gas Interests, other than such data that is interpretive in nature or that cannot be transferred without the consent of, or payment to, any third party.
• All computers, software (provided it is transferable), specialty tools, SCADA systems, peripherals, radio equipment, and telephone equipment to the extent the same are necessary to operate the Oil and Gas Interests or Equipment and are located in the field.