Assets of Oil and Gas Exploration Company

Sale of substantially all of the assets of Northstar Offshore Group, LLC. The Sale include all of seller’s right, obligation, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, described as below:

• All of the oil and gas leases; subleases and other leaseholds; net profits interests; carried interests; farmout rights; options; contractual rights; and other properties and interests described on Exhibit A (collectively, the “Leases”), 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 (collectively, the “Lands”);
• All oil, gas, water, disposal or injection wells shown on Exhibit A-1 whether producing, shut-in, or temporarily or permanently abandoned, and any other oil, gas, water, disposal or injection wells located on or associated with the Lands, even if not shown on Exhibit A-1, whether producing, shut-in, or temporarily or permanently abandoned (collectively, the “Wells”);
• All pools and units shown on Exhibit A-1, and all pools and units which include any Lands or all or a part of any Leases or include any Wells (the “Units”; the Units, together with the Leases, Lands and Wells, being hereinafter referred to as the “Properties”), and including all interest of Seller derived from the Leases in production of Hydrocarbons from any such Unit, whether such Unit production of Hydrocarbons comes from Wells located on or off of a Lease, and all tenements, hereditaments and appurtenances belonging to the Leases and Units;
• All contracts, agreements, and instruments by which the Properties are bound, or that relate to or are otherwise applicable to the Properties, only to the extent such contracts are valid and existing and applicable to the Properties rather than Seller’s other properties, including but not limited to, operating agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, farmin and farmout agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements for the sale and purchase of oil, gas, casinghead gas or processing agreements to the extent applicable to the Properties or the Hydrocarbons produced from the Properties, in each case as identified on Exhibit A-2 (collectively, the “Contracts”), but excluding any master service agreements and any contracts, agreements and instruments to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 6.5, and excluding any contracts relating exclusively or primarily to the Excluded Assets, and provided that “Contracts” shall not include the instruments constituting the Leases or Easements;
• All easements, permits, licenses, servitudes, rights-of-way, surface leases and other surface rights and all contracts, agreements, and instruments by which they are bound (collectively, the “Easements”) appurtenant to, and used or held for use in connection with the Properties (including those identified on Exhibit A-3), but excluding any permits and other rights to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 6.5;
• All platforms, equipment, machinery, fixtures and other tangible personal property and improvements set forth on Exhibit A-4 and all other platforms, equipment, machinery, fixtures and other tangible personal property and improvements located on the Properties or used, or held for use, primarily in connection with the operation of the Properties (collectively, “Equipment”);
• All flow lines, pipelines, gathering systems and appurtenances thereto set forth on Exhibit A-5 and all flow lines, pipelines, gathering systems and appurtenances thereto located on the Properties or used, or held for use, in connection with the operation of the Properties (collectively, “Pipelines” and, together with the Equipment and Wells, “Personal Property”);
• All Hydrocarbons produced from or attributable to the Leases, Lands, and Wells from and after the Effective Time;
• All Imbalances as set forth on Schedule 4.14;
• 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 Properties, or used or held for use in connection with the maintenance or operation thereof, but excluding (i) 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 is restricted by any Transfer Requirement that is not satisfied pursuant to Section 6.5, (ii) computer or communications software or intellectual property (including tapes, codes, data and program documentation and all tangible manifestations and technical information relating thereto), (iii) attorney-client privileged communications and work product of Seller’s or any of its Affiliates’ legal counsel (other than title opinions), (iv) reserve studies and evaluations other than any that have been delivered to Buyer prior to the date hereof, and (v) records relating to the negotiation and consummation of the sale of the Assets (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 Data (provided it is transferable), including without limitation the Geological Data listed on Schedule 1.2(k) (collectively, “Included Geological Data”), and all reserve estimates and economic estimates related to the Properties in possession of Seller or its Affiliates;
• All computers, software (provided it is transferable), specialty tools, SCADA systems, peripherals, radio equipment, and telephone and communications equipment related to the ownership or operation of the Properties;
• All of Seller’s right, title, and interest in and to all futures, options, swaps, or other derivatives with respect to the sale of Hydrocarbons from the Assets;
• All of Seller’s cash on hand at Closing (except to the extent such cash is needed to satisfy, and is actually used to satisfy, pre-Effective Time liabilities and pre- Effective Time payment obligations associated with the ownership and operation or the Assets by Seller in a manner consistent with the terms and conditions of this Agreement) and all Suspended Funds held by Seller at Closing that, in each case, are attributable or related to the Assets during any period of time prior to, at and after the Effective Time;
• All of Seller’s right, title, and interest in and to all fees, rentals, proceeds, claims (whether asserted or unasserted), refunds, causes of action, rights of recovery, rights of indemnity, rights of insurance, audit rights, trade credits, accounts, receivable, note receivables, settlement, deposits, checks in process of collection, cash equivalents, funds and other payments, revenues, escrow accounts and escrow holdback, rights to the return or use of deposits and retainers and other rights and economic benefits of every kind and character accruing or payable to Seller, related to the Properties; and
• All of Seller’s right, title, and interest in and to all causes of action, including claims under directors and officers insurance policies and any rights of insurance in connection therewith, whether or not related to the Properties.