Oil and Gas Exploration and Production Company in Texas

Auction Sale of substantially all of assets of Freedom Oil & Gas, Inc., et al., including all right, title and interest of Seller and its Affiliates in, to or under the following:

• All Leases and Mineral Interests, including (1) the Leases and Mineral Interests described on Exhibit A attached hereto, and (2) those Leases and Mineral Interests located in or under (y) the lands covered by the Leases and/or Mineral Interests described on Exhibit A attached hereto (the “Lands”), and (z) the Leases and lands included in any units with which the Leases, the Mineral Interests, or the lands covered thereby may have been pooled, unitized or communitized (collectively, the “Assigned Leases and Interests”);
• The (1) wells described in Exhibit B-1 and (2) any water wells owned by Seller with a surface location inside, solely with respect to this clause (2), the Contract Area, including those water wells described on Exhibit B-2 ((1) and (2) are, collectively, the “Wells”, and together with the Assigned Leases and Interests, the “Properties”);
• All Hydrocarbons produced from or attributable to the Properties in storage owned by Seller above custody transfer point at the Effective Time or produced on and after the Effective Time, and all proceeds attributable thereto;
• The unitization, pooling and communitization agreements, declarations, orders and the units created thereby relating to the Leases, Lands, or Wells or to the production, gathering, treatment, processing, storage, sale, disposal and other handling of Hydrocarbons, if any, attributable to the Leases, Lands, or Wells (the “Units”);
• All equipment, machinery, fixtures and other tangible personal property and improvements located on, used or held for use or obtained in connection with the operation of the Properties, including the vehicle described on Disclosure Schedule 5.19(b) (collectively, the “Equipment”);
• All gathering and processing systems related to the Properties;
• All Contracts described on Exhibit C attached hereto, as such Exhibit may be subsequently amended by Buyer pursuant to Section 2.5, insofar as they relate to any other Oil and Gas Asset (collectively, the “Assigned Contracts”);
• All Surface Interests, including those described on Exhibit D attached hereto, insofar as they relate to any other Oil and Gas Asset (collectively, the “Assigned Surface Interests”);
• Except with respect to the Excluded Assets and the Excluded Liabilities, all claims, refunds, abatements, variances, allocations, causes of action, claims for relief, choses in action, rights of recovery, audit rights, rights of set-off, rights of indemnity, contribution or recoupment, counterclaims, cross-claims and defenses of Seller to the extent related to the Oil and Gas Assets and arising or relating to events occurring from and after the Effective Time or related to the Assumed Liabilities;
• All information, books, databases, files, records and data (whether in written or electronic format) relating directly to any Oil and Gas Asset and to any Assumed Liabilities, which records shall include all lease records, well records, well files, title records (including abstracts of title, title opinions and memoranda, and title curative documents), correspondence, production records, geological surveys, seismic records, gravity maps, gravity meter surveys, seismic surveys and other similar eological or geophysical surveys; and all other data (but only to the extent transferable without material restriction (including a material restriction against assignment without prior consent)), and any other proprietary data which Seller has the right to obtain (either without the payment of money or delivery of other consideration or unduly burdensome effort or, upon Buyer’s written election, at Buyer’s expense) and relating to the ownership, operation, development, maintenance or repair of, or the production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or produced water from, the other Oil and Gas Assets; provided, that if any Records can only be assigned to Buyer with a fee or penalty, Buyer shall bear responsibility for such fee or penalty (collectively, subject to the following exclusions, the “Records”). For the avoidance of doubt, the term Records specifically excludes (A) records that Seller is prohibited from disclosing or transferring under any third party agreement or applicable Legal Requirement (provided, that Seller or its Affiliates have used commercially reasonable efforts to obtain waivers of any such confidentiality restrictions), (B) information entitled to legal privilege, including attorney work product and attorney-client communications (except for title opinions, which shall be included in the Records), (C) economic projections and records of offers from or negotiations with, Buyer or third parties with respect to any proposed transfer of any of the Oil and Gas Assets and economic analyses associated therewith, and Those records identified in Section 2.2(g);
• All trade credits, accounts receivable, note receivables, take or pay amounts receivable, and other receivables attributable to the other Oil and Gas Assets, with respect to any period of time on and after the Effective Time;
• To the extent that they may be assigned, all Permits that are primarily used in connection with the ownership or operation of the Oil and Gas Assets;
• All claims for refunds of any Asset Taxes attributable to any period (or portion thereof) for which Buyer is responsible for, and bears and pays such Asset Taxes pursuant to Section 8.1(b);
• To the extent that they may be assigned, all Permits necessary for the ownership or operation of the Oil and Gas Assets or Properties described in this Section 2.1(b) (including Environmental Permits) and any applications for such Permits (including Environmental Permits);
• The leased office trailer located on the property described on Exhibit F arising under that certain lease between Seller and Precision Structures, Inc. dated October 8, 2018, as amended, together with all fixtures, furniture, and equipment located in such office trailer (the “Leased Office”); and
• The water storage ponds described on Exhibit E, together with all equipment, machinery, fixtures, and other tangible personal property and improvements located on or used or held for use in connection with such water storage ponds, including all pipelines, valves, meters, gates, and pumps used or held in connection with the ownership or operation of such water storage ponds.

Assets for sale is more described on the attached PDF.