Assets of Oil & Gas Exploration Company

Sale of assets of Gavilan Resources, LLC and Gavilan Resources Holdings, LLC which includes:

1. Oil and Gas Properties. All Oil and Gas Interests (whether the interest of Sellers in such properties is fee interests, leasehold interests, licenses, concessions, working interests, farmout rights, royalty, overriding royalty or other non-working or carried interests, operating rights or other mineral rights of every nature and any rights that arise by operation of law or otherwise in all properties and lands pooled, unitized, communitized or consolidated with such properties) in, to or arising under (i) the Oil and Gas Leases described on Annex A (the “Leases”), (ii) the lands covered by the Leases or otherwise described on Annex A and lands included in any units with which the Leases or the lands covered thereby or otherwise described on Annex A may have been pooled, unitized or communitized and (iii) the oil, gas and other minerals in and under or that may be produced from the lands covered by the Leases or otherwise described on Annex A, whether such lands be described on a description set forth on Annex A or described on Annex A by reference to another instrument and whether Sellers’ interest therein is correctly or incorrectly described on Annex A or such referenced instrument (collectively, the “Oil and Gas Properties”; the term Oil and Gas Properties shall be deemed to include all Conveyed Wells);
2. Wells. All Wells located on the Oil and Gas Properties, including the Wells and related interests described on Annex B hereto (the “Conveyed Wells”);
3. Equipment. All equipment, gathering systems, pipelines, flow lines, water lines, machinery, fixtures, physical assets and facilities, inventory, improvements, and other personal, mixed, or movable property or interests whether located on or off the lands covered by the Leases, used primarily in connection with the ownership of the Oil and Gas Properties (except for any such personal property leased from Third Parties);
4. Hydrocarbons. All Hydrocarbons (i) produced from or allocated to the Oil and Gas Properties that are in storage or existing at the Effective Time in stock tanks, pipelines and/or plants (including inventory) and not past a sales measuring point at the Effective Time (“Effective Time Hydrocarbons”) and (ii) produced from the Oil and Gas Properties on or after the Effective Time and all proceeds attributable thereto (“Buyer Hydrocarbons”);
5. Surface Rights. To the extent assignable by Sellers to Buyer (provided that Sellers shall use commercially reasonable efforts prior to Closing to obtain any necessary consent to assignment, but shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents), all fee surface interests in land, surface leases, easements, rights of way, servitudes, licenses, franchises, road, railroad, and other surface use permits or agreements, as the same may exist, and similar rights and interests (if any) with respect to the lands covered by the Leases or otherwise described in clause (a) above;
6. Information and Data. To the extent, and only to the extent, in the possession of Sellers and related to the Oil and Gas Properties, all (i) abstracts, title opinions, title reports, title policies, lease and land files, plats, surveys, analyses, run sheets, mineral ownership reports, compilations, correspondence, filings with and reports to regulatory agencies, other documents and instruments, (ii) all geophysical, geological, engineering, seismic, exploration, production and other technical data, magnetic field recordings, digital processing tapes, field prints, summaries, reports and maps, whether written or in electronically reproducible form which is transferable without payment of any fee to a Third Party (or for which Buyer has agreed in writing to pay such Third Party fee), (iii) environmental, regulatory, Non-Income Tax and accounting records; (iv) contract files, (v) other books, records and files containing financial, title or other information (such materials, excluding the Excluded Records, the “Data”); provided, however, that (1) Buyer’s right with respect to Data pursuant to clause (ii) shall be limited to the extent the assignment and disclosure of, or rights granted hereunder with respect to, such Data are not restricted by the terms of any confidentiality, license or similar agreement (provided that Sellers shall use commercially reasonable efforts prior to the Closing to obtain any consent to such assignment and disclosure to the extent such restrictions exist or to permit Buyer to execute a joinder agreement with respect thereto, provided Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents), (2) rights to receive access to and copies of such Data from Third Parties shall accrue to Buyer only to the same extent as such rights are vested in Sellers, and (3) Sellers shall be permitted to keep copies of the Data;
7. Contracts. All Assigned Contracts and any and all amendments, ratifications or extensions of the foregoing (collectively, together with the Leases, the “Purchased Contracts”);
8. Permits. To the extent assignable by Sellers to Buyer, all Permits described on Annex D hereto (provided that Seller will use commercially reasonable efforts prior to Closing to obtain any necessary consent to assignment, without any obligation to incur any out-of-pocket cost or expense);
9. Payment Rights. (i) All accounts receivable attributable to the Oil and Gas Properties with respect to any period of time on or after the Effective Time, (ii) instruments and general intangibles (as such terms are defined in the Uniform Commercial Code of the applicable jurisdictions in which the Oil and Gas Properties to which such assets relate are located) and economic benefits attributable to the Oil and Gas Properties with respect to any period of time on or after the Effective Time, (iii) claims of indemnity, contribution, or reimbursement relating to the Assumed Liabilities and (iv) Imbalances receivables;
10. Claims. All rights, claims, causes, causes of action, remedies, defenses rights of set-off, rights of recoupment, rights of Sellers under any policy or agreement of insurance and rights to payment or to enforce payment and credits of any Seller to the extent relating to the Assets (other than the Excluded Assets) or any Assumed Liability with respect to any period of time on or after the Effective Time; and
11. Intangible Rights. All intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets described in clauses (a) through (j) above on or after the Effective Time.