Assets of Oil and Gas Acquisition and Exploitation Company

Sale of oil and gas assets of Weatherly Oil & Gas, LLC, which includes:

• The oil and gas leases of the seller associated with, or held by production from, the Wells (as defined in the PSA), whether or not adequately described on Exhibit A to the PSA, including mineral interests, royalty interests, and overriding royalty interests associated with such leases (collectively, the “Leases”) together with any interests in leases that are pooled or unitized with any of the Leases and all lands covered by the Leases or such pools or units (the “Lands”);
• All oil and gas wells, water wells and all other wells located on or under the Leases and/or Lands, including the oil and gas wells more fully described on the Exhibit B to the PSA (the “Wells”) and all hydrocarbons produced therefrom and all proceeds therefrom after the Effective Time;
• All contracts, including executory contracts and unexpired equipment leases to be assumed by the Debtor and assigned by the Debtor, joint operating agreements, permits, licenses or order(s) of any governmental authority affecting or associated with the Leases, Lands, and Wells, including those set forth on Exhibit C to the PSA
• (excluding the Leases and Surface Rights, defined in the PSA as the “Contracts” but herein referred to as the “Assumed Contracts”);
• All surface rights, easements, and rights-of-way related to the Leases and Lands, including those set forth on Exhibit D to the PSA (the “Surface Rights”);
• The associated equipment, pipelines, and facilities located on the Leases, Lands, or Surface Rights and used in connection with operations of the Wells including, but not limited to, SCADA, measurement and communication equipment and semi-portable field offices;
• All proceeds of production in respect of any of the Wells net to the seller's interest and arising from and after the Effective Time (the “Proceeds”);
• All accounts receivable or negative suspense amounts owed to the seller as operator of any Wells to satisfy previous overpayments by the seller to third parties, and the right to recoup the same out of proceeds of production in respect of such Wells with respect to the period on and after the Effective Time (the “Negative Suspense”); and
• To the extent related to any items described in subsections (a)-(g) of this definition and to the extent not constituting Excluded Assets, 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 or a contractual obligation to a third party (subject to such exclusions the “Records”).