Assets of Oil & Natural Gas Company

Sale of assets of Sheridan Holding Company II, LLC and Sheridan Production Partners II-A, L.P., including all of seller’s right, title and interest in and to the following:

• (i) All oil, gas and/or mineral leases located in the counties listed on Exhibit A-3 (the “Specified Counties”) including, without limitation, those more particularly described on Exhibit A-1 (the “Leases”, and Seller’s (and its Applicable Affiliates’) interests in the Leases, less and except any interests included in the Excluded Assets, being referred to collectively as the “Assigned Leases” or individually as an “Assigned Lease”), (ii) all of Seller’s (and its Applicable Affiliates’) right, title and interest in and to all fee mineral interest located in the Specified Counties including, without limitation, those described on Exhibit A-2 (Seller’s and its Applicable Affiliates’ interests in such fee mineral interests, less and except any interests included in the Excluded Assets, being referred to collectively as the “Fee Mineral Interests” or individually as a “Fee Mineral Interest”), (iii) all of Seller’s (and its Applicable Affiliates’) right, title and interest in and to all lands described in or subject to the Assigned Leases or pooled, communitized or unitized therewith, including, without limitation, any fee mineral interest, fee royalty interests, overriding royalties, production payments, net profits interests and/or similar interests in such lands (the “Lands”), and All rights, titles and interests of Seller and its Applicable Affiliates in and to any units arising on account of any of the Assigned Leases or Fee Mineral Interests having been pooled or unitized into such units (“Units”);
• All oil and gas wells and all water, injection and disposal wells located on the Assigned Leases, Fee Mineral Interests, Lands or Units, whether producing, shut-in, temporarily abandoned or plugged and abandoned (the “Wells”), including those described on Exhibit B;
• The fee surface interests and buildings described on Exhibit C (the “Surface Interests”);
• All personal property, fixtures and improvements (i) appurtenant to or located upon the Assigned Leases, Fee Mineral Interests, Lands, Units, Wells or Surface Interests as of the Effective Time or (ii) used in connection with the ownership or operation of the Assigned Leases, Fee Mineral Interests, Lands, Units, Wells or Surface Interests (the “Equipment”), including pipelines, gathering lines and compression facilities, and power lines, substations and other electrical infrastructure;
• All rights-of-way, easements, servitudes, surface use agreements, surface leases, subsurface leases, permits, licenses registrations, approvals, exemptions, and all other authorizations from Governmental Authorities or any other Person, in each case that are held in connection with the ownership or operation of the Assigned Leases, Fee Mineral Interests, Lands, Units, Wells, Surface Interests or Equipment, including those described on Exhibit H (the “Surface Agreements”);
• All Contracts to which Seller (or any of its Applicable Affiliates) is a party and which relate to the Assigned Leases, Fee Mineral Interests, Lands, Units, Wells, Surface Interests, Equipment, or Surface Agreements or by which the Assigned Leases, Fee Mineral Interests, Lands, Units, Wells, Surface Interests, Equipment, or Surface Agreements are bound, including those described on Exhibit D (collectively, the “Applicable Contracts”);
• All Inventory;
• All Hydrocarbon imbalances attributable to Seller’s (or its Applicable Affiliates’) interest in the Assigned Leases, Fee Mineral Interests, Lands, Units, Wells, Surface Interests, Equipment, Surface Agreements or Applicable Contracts, whether such imbalance arose before or after the Effective Time (the “Imbalances”);
• All claims, causes of action, rights, defenses, refunds and audit rights of Seller (or its Applicable Affiliates) concerning, arising under or with respect to any (x) Assets that are attributable to periods of time on or after the Effective Time (including claims for adjustments or refunds), or (y) Assumed Obligations with respect to which Buyer has an indemnification obligation hereunder;
• All original files, records and data (including all geophysical and other seismic and related technical data and information to the extent not excluded under Section 2.2(k)) relating to the Assets described herein in the possession or control of Seller (or its Affiliates) (including lease and well files, and title abstracts, reports, memoranda and opinions, but excluding (i) company files, financial records, and tax-related records unrelated to the Assets, (ii) records and data to the extent transfer thereof is prohibited by un-Affiliated third party contractual restrictions on transfer, (iii) information entitled to legal privilege, including attorney work product and attorney-client communications (except with respect to title opinions), (iv) economic projections and (v) records of offers from, or negotiations with, Buyer or third parties with respect to the sale of the Assets and economic analyses associated therewith) (collectively, and subject to such exclusions, the “Records”);
• Other than Suspended Funds, all trade credits, accounts, receivables, deposits, cash, checks, funds and all other proceeds, income or revenues to the extent attributable to the Assets (i) with respect to any period of time on or after the Effective Time and (ii) to the extent related to the Assumed Obligations, with respect to any period of time prior to the Effective Time;
• The field office(s) (and associated office lease(s)) described on Schedule 2.1(l) and all personal computers and associated peripherals, office fixtures office equipment and inventory located at such field office(s);
• All radio, communications and telephone equipment (but excluding any licenses relating thereto) used or held for use in connection with ownership or operation of the Assigned Leases, Fee Mineral Interests, Lands, Units, Wells or Surface Interests;
• All trucks, cars, backhoes, trailers, and other vehicles held for use in connection with the use or operation of the Assets (including, but not limited to, those listed on Part I of Schedule 2.1(n)); and
• All equipment, pipe and tangible inventory (regardless of location) used or held for use in connection with ownership or operation of the Assigned Leases, Fee Mineral Interests, Lands, Units, Wells or Surface Interests.