Common use of Area of Mutual Interest Clause in Contracts

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as PARTIES hereby create an Area of Mutual Interest (“"AMI”") identified on Exhibit "A-l" attached hereto and made a part hereof. This AMI shall remain in force and effect as long as any leases lying within the AMI are being maintained by the parties hereto. Any acquisition of any right, title or interest acquired in, to and under any oil or gas lease or any other interest in oil or gas, including, without limitation, contractual rights, which shall expire confer on the termination holder thereof the right to share, or acquire the right to share, in the production or the proceeds of this Agreement. If any party hereunder acquires any interest production of oil and gas within the AMI, AMI (the acquiring party will notify "Acquisition") by a PARTY herein shall be for the non-acquiring party in writing mutual benefit of the terms PARTIES. Each PARTY shall have the right to participate in any such Acquisition in the same proportion as such PARTY'S WORKING INTEREST in and to the LEASE as set forth in Exhibit "A". The PARTY making the Acquisition (the "Acquiring Party") shall notify each of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect other PARTIES in writing within thirty (30) days from its of such Acquisition and shall furnish a copy of all executed agreements pertaining thereto and such title information as the Acquiring PARTY has, stating the cost of such acquisition or the obligations that must be assumed in connection therewith. Each of the other PARTIES shall have a period of fifteen (15) working days (48 hours exclusive of Saturdays, Sundays and legal holidays in the event that a well is being drilled within the AMI) after receipt of such notice, as notice within which to its election elect and notify the Acquiring PARTY whether or not it desires to participate in such Acquisition. Failure to timely respond to the Acquiring PARTY'S notice or not participate with its reimburse the Acquiring PARTY for the proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the acquired interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to acquire such interest. Upon election and payment to the Acquiring PARTY of a non-acquiring PARTY'S share of the cost of such acquisition, such non-acquiring PARTY shall be entitled to an assignment of its proportionate share in such Acquisition. If fewer than all PARTIES elect to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of Acquisition within the AMI, the acquiring party Acquiring PARTY shall offer inform all PARTIES who have elected to participate in the entirety Acquisition, in writing, of the elections made. Each PARTY receiving notice, within forty-eight (48) hours (inclusive of Saturday, Sunday or legal holidays) after receipt of such interest notice, shall advise the Acquiring PARTY of its desire to the non-acquiring party. If a non-acquiring party acquires (a) limit participation to its WORKING INTEREST, or (b) acquire its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and non-participating PARTY(IES), or (c) participate for a percentage of the interest of the non-participating PARTY(IES). The interest of any new lease PARTY who elects to be acquired subject to this Agreement and participate in any acquisition within the AMI shall be enlarged subject to include said lands. Each lease, right, title or interest acquired under and be burdened by the terms of this AMI shall be subject solely obligations set forth on Exhibit "A" with respect to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyleases.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire The Parties hereto establish the area encompassing all of the lands located within the geographic boundaries of the area depicted and outlined on the termination attached Exhibit “B”, as an AMI and, and unless sooner terminated by mutual agreement of the parties hereto, this Agreementdesignated AMI shall remain in full force and effect for so long as any of the Lease remains or is continued in force, whether by production, extension, renewal, or otherwise, plus one year. If Any Party acquiring any party hereunder acquires any leasehold interest or a contractual right to earn a leasehold interest within the AMIAMI during the term above stated shall furnish the other Parties actual copies of the lease, leases, or documents used in acquiring said interest, documentation of the actual consideration paid or to be paid for said interest, and any other document pertinent to the other Parties evaluating the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisitionParty’s interest. The non-acquiring party will elect in writing within Parties shall have thirty (30) days from its or forty-eight (48) hours in the case where a well is in the process of being drilled, tested or completed by one or more of the Parties within the AMI, following receipt of such noticenotice in which to elect, as to its election their respective proportionate after Production Casing Point share, as set forth and outlined in Article V hereof, to participate or not participate with in the acquired interest. Such election shall be by written response to the acquiring Party accompanied by a check covering its proportionate share of the acquisitionacquisition costs. Each non-acquiring party’s election Failure of a Party to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment reply within the designated above-specified period of time frame shall be deemed constitute an election not to participate in the such acquisition. If Any interest offered under this provision shall be offered without any additional burdens and at the same net revenue interest as acquired by the offering Party, except that, any interest acquired covers lands lying partially inside in the AMI by any Party shall be subject to the HE&D Burden, as hereinafter defined, and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety Party of such any interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside in the AMI and covered by shall promptly assign to Houston Energy, L.P, or its designee, such HE&D Burden, if it does not already burden the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as PARTIES hereby create an Area of Mutual Interest (“"AMI”") identified on Exhibit "A-1" attached hereto and made a part hereof. This AMI shall remain in force and effect as long as any leases lying within the AMI are being maintained by the parties hereto. Any acquisition of any right, title or interest acquired in, to and under any oil or gas lease or any other interest in oil or gas, including, without limitation, contractual rights, which shall expire confer on the termination holder thereof the right to share, or acquire the right to share, in the production or the proceeds of this Agreement. If any party hereunder acquires any interest production of oil and gas within the AMI, AMI (the acquiring party will notify "Acquisition") by a PARTY herein shall be for the non-acquiring party in writing mutual benefit of the terms PARTIES. Each PARTY shall have the right to participate in any such Acquisition in the same proportion as such PARTY'S WORKING INTEREST in and to the LEASE as set forth in Exhibit "A". The PARTY making the Acquisition (the "Acquiring Party") shall notify each of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect other PARTIES in writing within thirty (30) days from its of such Acquisition and shall furnish a copy of all executed agreements pertaining thereto and such title information as the Acquiring PARTY has, stating the cost of such acquisition or the obligations that must be assumed in connection therewith. Each of the other PARTIES shall have a period of fifteen (15) working days (48 hours exclusive of Saturdays, Sundays and legal holidays in the event that a well is being drilled within the AMI) after receipt of such notice, as notice within which to its election elect and notify the Acquiring PARTY whether or not it desires to participate in such Acquisition. Failure to timely respond to the Acquiring PARTY'S notice or not participate with its reimburse the Acquiring PARTY for the proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the acquired interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to acquire such interest. Upon election and payment to the Acquiring PARTY of a non-acquiring PARTY'S share of the cost of such acquisition, such non-acquiring PARTY shall be entitled to an assignment of its proportionate share in such Acquisition. If fewer than all PARTIES elect to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of Acquisition within the AMI, the acquiring party Acquiring PARTY shall offer inform all PARTIES who have elected to participate in the entirety Acquisition, in writing, of the elections made. Each PARTY receiving notice, within forty-eight (48) hours (inclusive of Saturday, Sunday or legal holidays) after receipt of such interest notice, shall advise the Acquiring PARTY of its desire to the non-acquiring party. If a non-acquiring party acquires (a) limit participation to its WORKING INTEREST, or (b) acquire its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and non-participating PARTY(IES), or (c) participate for a percentage of the interest of the non-participating PARTY(IES). The interest of any new lease PARTY who elects to be acquired subject to this Agreement and participate in any acquisition within the AMI shall be enlarged subject to include said lands. Each lease, right, title or interest acquired under and be burdened by the terms of this AMI shall be subject solely obligations set forth on Exhibit "A" with respect to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyleases.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Seller and Purchaser agree that in the event that either party directly or indirectly acquires, on or before December 31, 2002, an interest in any new lease to be acquired under this agreementleasehold rights, identified royalty, overriding royalty, farmin, farmout, farmout option, exploration agreement or any other similar agreement covering all or any portion of lands situated within the legal descriptions aboveboundaries of South Timbalier Area Blocks 25, shall be designated as an Area 27 (SE/4 and S/2 SW/4 only) 40, 41, or 42, Offshore Louisiana, Outer Continental Shelf, Gulf of Mutual Interest Mexico (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI"Properties"), the such acquiring party will notify (the non-acquiring "Acquiring Party") shall provide written notice thereof to the other party in writing of (the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15"Notified Party") days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its after such acquisition. Said written notice shall include copies of all instruments of acquisition and all documentation evidencing and supporting the actual costs relating thereto. The Notified Party shall have thirty (30) days following receipt of such noticewritten notice to elect by written notice to the Acquiring Party to acquire an undivided fifty percent (50.00%) of the Acquiring Party's interest in any or all of such interests acquired by the Acquiring Party. In the event that the Notified Party elects to acquire any such interest(s), as the Acquiring Party shall assign such interest(s) to its the Notified Party, on a form mutually acceptable to the Notified Party and the Acquiring Party, within thirty (30) days following receipt of written notice of Notified Party's election to participate or not participate with its proportionate share of the acquisitionacquire such interests. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame Said assignment shall be deemed an election not to participate in made free and clear of any burdens other than those placed on the acquisition. If interests being assigned by the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring original granting party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest. Within fifteen (15) days after the Notified Party's receipt of such assignment, the lands lying outside Notified Party shall reimburse the AMI Acquiring Party for fifty percent (50.00%) of all actual and covered documented costs directly incurred by the interest acquiredAcquiring Party (excluding, without limitation, the Acquiring Party's overhead, internal or administrative costs) with respect to such acquisition and shall become a part assume an undivided fifty percent (50.00%) of the “ Xxxxxx Well # 1” Lease Acquiring Party's obligations, if any, attributable to such acquired interest. In the event the Acquiring Party's acquires an interest in the Properties as described above and any new lease the Notified Party elects to be acquired acquire an undivided fifty (50%) interest in such lease(s), and such interests are not already subject to this Agreement an operating agreement, then the Notified Party and the AMI Acquiring Party shall be enlarged enter into a mutually acceptable Operating Agreement in a form substantially similar to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyattached as Exhibit "I" hereto.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease 10.1 An area of mutual interest ("AMI") is hereby established as to be acquired under this agreement, the lands identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination plat attached as Exhibit "F" hereto and made a part hereof. In the event a party hereto acquires Oil and Gas Properties within such area of mutual interest --- during the time this Agreementarea of mutual interest provision is in force, the party acquiring such interest shall give written notice of such acquisition to the other party hereto, identifying the interest acquired and specifying the cost and terms of such acquisition. If any The party hereunder acquires any interest within receiving such notice shall have the AMIright, by giving written notice to the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) calendar days from its after receipt of such notice, notice of its election as to whether or not it will purchase its election undivided interest in the acquired interest (as such undivided interest is set forth below). If the party receiving the first notice elects to participate or not participate with in such acquisition, such party shall pay its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment acquisition costs of its share of costs associated with the acquisitionacquired interest (as such proportionate part is set forth in Section 10.2 below). If the non-acquiring party elects not to both parties hereto participate with its proportionate share of the in an acquisition, the acquired interest and the entire AMI shall automatically become subject to a joint operating agreement in the form attached as Exhibit "G" hereto and made a part hereof. Such joint operating agreement shall be a separate and distinct joint operating agreement from the Joint Operating Agreement covering any portion of the AMI. Failure of the party receiving the first notice to notify the party acquiring party may retain the an interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated said time frame shall period will be deemed an election not to participate in the such acquisition. If the interest acquired covers lands lying partially inside and partially outside party receiving the boundaries of first notice elects, or is deemed to have elected, not to participate in the AMI, the acquiring party shall offer the entirety acquisition of such interest, then the party who acquired such interest shall have no further obligation to the non-acquiring partysuch party with respect to such interest and such interest shall thereafter not be subject to this Agreement. If a non-acquiring the party acquires receiving the first notice participates in the acquisition of an acquired interest, such party, upon payment of its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquiredacquisition costs, shall become a part be given an assignment in recordable form of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or its undivided interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertytherein.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Should Company either (i) acquire an interest in an oil and gas lease covering any new of the blocks or acreage in such Prospect identified on Exhibits "A", "B" or "I," or any portion of such blocks or acreage, or (ii) acquire the right to acquire an interest in an oil and gas lease to be acquired under this agreementcovering any of the blocks or acreage identified in such Prospect, or (iii) acquire an interest in an oil and gas lease covering any of the blocks or acreage identified within on Exhibit "A", "B" or "I" for such Prospect should the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the original Lease xxxxxx xx xxxxxnate before termination of this Agreement, then Chevron shall have the right but not the obligation to acquire from Company up to seventy-five percent (75%) interest and/or right(s) acquired by Company covering any of the blocks or acreage identified on Exhibit "A", "B" or "I". If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party Chevron shall be notified in writing by Comxxxx xxxxxx xxxrty (30) days of such acquisition and will provide all of the terms and conditions of the acquisition offer to Chevron with said notice, and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within Chevron shall have thirty (30) days from its after receipt of such notice, as notice to its election to participate advise Company whether or not participate with Chevron elects to acquire its proportionate share of the acquisitioninterest and/or rights acquired by Company. Each non-acquiring party’s election If Chevron elects to participate exercise its right under this Agreement, the consideration owed by Chevron to Company will be accompanied equal to all the consideration paid and/or tendered by payment of its share of costs associated with Company for such interest and/or right attributable to Chevron's proportionate share. Should Chevron acquire any interest, or acquires a right to acquire any interest in any acreage listed on Exhibits "A", "B" or "I" prior to Company earning an interest in the acquisitionXxxxxx xxxxxxxx in the Prospect covering such acreage, Chevron shall include the acquired acreage, or right to acquire acreage, in such Prospect for all purposes under this Agreement, but said inclusion shall be limited as to depths available for earning in that particular Prospect pursuant to the applicable Exhibit "A" or "B". If After earning an interest in the non-acquiring party elects not to participate with its proportionate share Leases in a Prospect by Company, the applicable Operating Agreement will control the obligations between the Parties in the AMI for such Prospect established under the Operating Agreement, which will consist of the acquisitionacreage identified on Exhibits "A", the acquiring party may retain the interest "B" and "I" for its own benefitsuch Prospect, plus any acreage added xx xxxx Xxxxxxxx pursuant to this Agreement, if any. The non-acquiring party’s failure to respond This AMI obligation will be binding upon and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest will inure to the non-acquiring party. If a non-acquiring party acquires its proportionate share Parties hereto, for the longer period of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to either (i) this Agreement and or (ii) the AMI shall be enlarged to include said lands. Each leaseapplicable Operating Agreement, rightor (iii) December 31, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property2008.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within Parties agree that an area which shall extend outward from the legal descriptions above, boundaries of each of the Leases for a distance of 5,280 feet shall be designated as an Area area of Mutual Interest (“AMI”) which shall expire on mutual interest between the termination Parties for a period of seven years from the date of Closing under this Agreement. If any party hereunder acquires Party should hereafter during the period of mutual interest acquire any interest oil and gas leases, any mineral interest, royalty interest, overriding royalty interest, or any farmout agreement, or other agreement permitting the right to explore for and produce oil and/or gas, covering any lands within the AMIarea of mutual interest, then the acquiring party will Party shall notify the non-acquiring party in writing Party, and shall deliver to the non-acquiring Party (i) copies of the terms documents by which the acquiring Party acquired the particular interest, and copies of all title information in the possession or control of the acquiring party relating to the particular interest, and (ii) copies of checks or other documents evidencing the actual costs to third parties incurred by the acquiring Party in its acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) of the particular interest. For a period of thirty days following the acquisition. The receipt of such information the non-acquiring party will elect in writing within thirty Party shall have the option to acquire an undivided fifty percent (3050%) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each particular interest for which the non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisitionParty has received notice. If the non-acquiring party elects not to participate with its proportionate share Party shall timely give such notice, closing shall thereafter occur within ten days in the office of the acquisitionacquiring Party, or at such other location to which the Parties may mutually agreed. At closing the acquiring party may retain Party shall deliver to the interest for its own benefit. The non-acquiring party’s Party an assignment, deed or other appropriate conveyance, properly executed in recordable form, conveying an undivided one-half of the particular interest, and the non-acquiring Party shall deliver to the acquiring Party one-half of the actual costs to third parties incurred by the acquiring Party in the acquisition of the particular interest. The failure of the non-acquiring Party to respond and make payment within the designated time frame thirty day period shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to by the non-acquiring party. If a non-acquiring party acquires its proportionate Party not to acquire any share of such interest, the lands lying outside the AMI and covered particular interest having been acquired by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyacquiring Party.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and 7.1 In the event any new lease to be acquired under this agreement, identified party hereto acquires an Additional Interest covering lands situated in whole or in part within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMIInterest, the acquiring party will (hereinafter referred to as "Proposing Party") shall promptly notify the non-acquiring party in writing (hereinafter referred to as "Non-Proposing Party") of such Additional Interest and shall attach a copy of the terms instrument evidencing same, together with all title materials in its possession and an itemized statement of the acquisition and costs attributable to each such interest. Such acquisition costs shall exclude any overhead, financial or other internal costs and/or obligations incurred by the Proposing Party. The Non-Proposing Party shall have the option to acquire its proportionate share of the Additional Interest on a “heads up basis”, pursuant thereto to Article 3.1 herein, by notifying the Proposing Party of its election in writing within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its after receipt of such noticeoffer; or within forty eight (48) hours exclusive of Saturdays, as to its election to participate Sundays and legal banking holidays of receipt of such offer in the event an oil and gas rig is drilling or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied standing by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment accumulating charges anywhere within the designated proposed area in which the Additional Interest is located after receipt of such offer. Failure of a Non-Proposing Party to so notify the Proposing Party in the specified time frame period shall be deemed an election not to participate in participate. Should the acquisition. If Non-Proposing Party elect to acquire its proportionate share of said interest, such party shall, within thirty (30) days of its election pay to the interest acquired covers lands lying partially inside and partially outside the boundaries Proposing Party its share of the AMIacquisition costs or assume its proportionate share of any contractual commitment necessary to earn such Additional Interest. Upon such payment, the acquiring party Proposing Party shall offer the entirety of such interest promptly execute and deliver to the nonNon-acquiring party. If a non-acquiring party acquires Proposing Party an assignment for its proportionate share of such interest, the lands lying outside the AMI in customary form and covered by the interest acquiredcontaining a "By, shall become a part Through and Under" Warranty as to title of the “ Xxxxxx Well # 1” Lease and any new lease Additional Interest assigned. If the Proposing Party does not receive timely payment from the parties who elect to be acquired subject so participate, the Proposing Party may give such non-paying parties certified written notice that failure to this Agreement and the AMI receive such payment in five (5) days shall be enlarged deemed an election by such non-paying party to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved not participate in the search and joint venture acquisition of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertysuch interest.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as Parties hereby establish an Area of Mutual Interest (“"AMI”"), comprising of lands included within the black outline on Exhibit 1; attached to and made a part hereof. This AMI shall remain in force and effect as long as there are active oil and gas leases within the AMI. At any time after the signing of this Agreement, the Parties or any individual Party desires to acquire one or more oil and gas lease(s) which within the AMI, desires to acquire an option by farmout agreement or otherwise and/or desires to acquire an interest in the mineral estate within the AMI, such acquisition shall expire on be accomplished by mutual agreement of the termination Parties, and the Parties shall be responsible for the cost of said acquisition in accordance with the interests set forth in section 2 of this Agreement. If any party hereunder acquires Party or parties desires to acquire an interest in a mineral estate in which not all parties wish to participate in said acquisition, then the Party or Parties desiring to acquire the interest shall immediately notify all non-acquiring Parties of any interest proposed mineral estate acquisition within the AMI, the acquiring party will notify the non. The Non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within Parties shall have fifteen (15) days following from receipt of the notice in which to elect to participate in the acquisition. The non-Agreement by any Party or Parties to participate in a mineral estate acquisition shall include a check for it's proportionate share of costs payable the acquiring party will elect in writing Party within thirty (30) days from its receipt of such notice, as Parties agreement to its election participate. If payment is not received within this period then the acquiring Party or Parties shall have the right to participate assume the interest of the non-paying Party in proportionate shares subject to the following: the non-paying or not participate with its non-participating Party or Parties shall retain their proportionate share (as defined in Section 2) of a 1% overriding royalty interest (ORI), in any mineral estate acquired within the acquisitionAMI. Each If any Party or Parties acquires an interest in a mineral estate without prior notice or consent from the other Parties, then the Party or Parties that acquired said mineral interest shall immediately notify all non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share Parties of the acquisition, mineral estate acquisition within the acquiring party may retain the interest for its own benefitAMI. The non-non- acquiring party’s failure Parties shall have fifteen (15) days from receipt of the notice in which to respond and make payment within the designated time frame shall be deemed an election not elect to participate in the acquisition. Agreement by any Party or Parties to participate in the mineral estate acquisition shall include a payment for it's proportionate of the costs payable to the acquiring Party within thirty (30) days of such Parties agreement to participate. If the interest acquired covers any acquisition applies to lands lying partially inside which fall Partly within and partially partly outside the boundaries of the AMI, the acquiring party entire acquisition shall offer be made available to all the entirety Parties of such interest to the non-acquiring partythis Agreement. If a non-acquiring party acquires its proportionate share of such interestThe AMI outline is not fixed and can be expanded or contracted at any time for geological, the lands lying outside the AMI and covered land boundary, etc. by the interest acquired, shall become a part mutual agreement of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyparties.

Area of Mutual Interest. PARTICIPANT and MOGUL hereby designate an AMI covering a one mile distance from the Xxxxxxxx Prospect Area Outline of Xxxxxxx County, Texas (the “AMI Lands”), as defined in Exhibit “A”. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within AMI shall exist for a term of two (2) years from the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination Effective Date of this Agreement. If any party hereunder PARTICIPANT (acquiring party) acquires any interest rights, title and interests in any leases or tracts of land within or partially within the AMIAMI Lands, subject to this Agreement or not, then the acquiring party will notify shall give the non-acquiring party in writing (whether one or more) notice by facsimile, e-mail, or other means of transmission through which a receipt showing that notice was given may be obtained stating the acquisition price, the number of acres acquired, and other relevant details about such acquisition, and providing a copy of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15instrument(s) days following the evidencing such acquisition. The non-acquiring party will elect in writing within thirty shall have fifteen (3015) days from its after receipt of such notice, as notice to its election elect to participate or not participate with acquire its proportionate share of the acquisition. Each non-rights, title and interests in such AMI Lands by paying its proportionate share of the actual out of pocket acquisition cost, with no overhead or other similar charge to be made by the acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects does not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIfifteen (15) day period, the acquiring party shall offer the entirety of such interest to then the non-acquiring party. If a non-acquiring party acquires shall forfeit all of its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title and interests in any leases or interest tracts of land it would have earned in the acquired under AMI Lands. All actual out of pocket acquisition costs for any rights, title and interests acquired within the terms of this AMI by the acquiring party, including but not limited to bonuses and other payments for acquisition, recording fees, broker fees paid to unrelated parties, attorney fees for title opinions and other matters, and title curative, shall be subject solely borne by the parties herein according to each of their respective working interest shares, assuming each consents to acquire its proportionate share. All acreage acquired by Mogul within the burdens specified AMI Lands shall be offered to PARTICIPANT on the same basis as outlined in Paragraph II above. Nothing in this agreement and Agreement shall include specifically the carried working Interest specified in herein above. The prospect needs be deemed to be evaluated by Purchaser’s verification efforts with the understanding that create a certain amount of risk is involved in the search and partnership or a joint venture of oil production in this field despite third party geological reports between PARTICIPANT and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyMOGUL.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as Parties hereby create an Area of Mutual Interest (“"AMI”) which consisting of the Contract Area as depicted on Exhibit "A" hereto. The term of the AMI shall expire on extend for the termination term of this Agreementthe JOA plus six months, unless sooner terminated by the Parties. If During the term of the if any party hereunder Party ("Acquiring Party") acquires any an oil and gas interest ("Acquired Interest") within the AMI, including, without limitation, any fee interest, oil, gas and mineral lease, lease option, royalty or overriding royalty or interest acquired by lease extension or renewal, or via farmin, dry hole or acreage contribution or any contract affecting the acquiring party will lands lying within the Contract Area, the Acquiring Party shall promptly notify the non-acquiring party other Party ("Offeree") in writing of the terms such acquisition. The notice shall include a complete description of the interest acquired, including the nature of such interest, the term, cost of acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15burdens affecting the interest, and shall be accompanied by copies of the instrument(s) days following the acquisitionby which such Acquired Interest was obtained. The non-acquiring party will elect Offeree shall have the right to acquire its proportionate share (as shown on Exhibit "A" of the JOA) of such Acquired Interest, by responding in writing within thirty (30) days from its following receipt of the notice and advising the Acquiring Party of its election. If a well is then drilling within the AMI or at a location outside the AMI of which the result could be expected to materially affect the value of the Acquired Interest, the notice shall include such notice, as information and the Offeree shall in such event have a period of forty-eight (48) hours after receipt of said notice within which to elect to acquire its proportionate interest in the Acquired Interest. The failure of the Offeree to respond in writing within said thirty (30) day or forty-eight (48) hour election period shall be deemed an election by such Offeree not to participate or not participate with acquire its proportionate share of the acquisitionAcquired Interest. Each non-acquiring party’s election In the event the Offeree elects to participate will be accompanied by payment of acquire its share of costs associated with the acquisitionAcquired Interest, the Acquired Interest shall be owned and the acquisition cost thereof shall be borne by the Parties in the proportions shown on Exhibit "A" to the JOA. If Should the non-acquiring party elects not Offeree decline to participate with acquire its proportionate share of the acquisitionAcquired Interest, the acquiring party may retain the that interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not retained and owned by the Acquiring Party, provided, however, that if there is more than one offeree, and one or more offerees decline to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries acquire their share of the AMIAcquired Interest, the acquiring party shall offer the entirety of such interest shall first be made avaialbe to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a Offerees who elected to acquire part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement Acquired Interest on a proportionate basis, and the AMI remainder, if any, shall be enlarged retained by the Acquiring Party. Any assignment made by the Acquiring Party to include said landsthe Offeree shall be made free and clear of any burdens placed thereon by the Acquiring Party, other than the SOLEX ORRI as stated in Paragraph III., above, but without warranty of title, either express or implied. Each leaseThe assignment shall be made and accepted subject to, rightand the assignee shall expressly assume its share of, title or interest acquired under all of the terms obligations of the Acquiring Party. The provisions of this AMI shall be subject solely not apply to the burdens specified acquisitions as a result of merger, consolidation, reorganization or an acquisition from a parent, subsidiary or affiliated corporation, nor shall it apply to sales and acquisitions between partners in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and partnership or joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyventure.

Area of Mutual Interest. The “ Xxxxxx Well #1” GP Project Xxxxxxx Station leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease GP Project Xxxxxxx Station leases and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein abovehereinabove. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease GP Project Xxxxxxx Station leases or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired was formed to be engaged in the property but has no first-hand secondary recovery of Oil and Gas projects. It is also understood Seller was formed to provide stable turn key projects for investors wishing to financially participate in the direct outcome of specified Oil and Gas projects. Seller specializes in identifying and acquiring project interests that provide in house drilling and work over equipment and experience to perform Co2 and was relying on the Operator water flood oil recovery projects to finalize the start-up and maintain the property, sell was acquired for investment propertyrecover additional oil from fields.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within Check one: x Applicable. o Not Applicable. If the legal descriptions above, shall be designated as an Area of Mutual Interest provision is marked “Applicable,” except for acquisitions made pursuant to Article IV.B.1. (“AMI”Titles; Loss or Failure of Title; Failure of Title) which shall expire on the termination of this Agreement. If and Article VIII.B., C. and F., any party hereunder Party who acquires any an interest in oil and gas within the AMIContract Area or within one-half (l/2) mile of the outer perimeter of the Contract Area shall give notice in writing to all of the other Parties which notice shall contain the description of the interest acquired, the acquiring party will notify consideration paid for it and all other pertinent information necessary to describe the non-acquiring party in writing of acquisition. All Parties receiving the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within notice shall have fifteen (15) days following from receipt to advise the acquisition. The non-acquiring party will elect Party in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of in the acquisition. Each non-Any Party failing to provide timely notice shall then waive all rights have no right to participate in the acquisition. All Parties electing to participate in the acquisition shall furnish the acquiring party’s Party notice of their election to participate will be accompanied by payment to the extent of its share their proportionate part (the same interest which they have in the Contract Area) of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share cost of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame failing in which their affirmative responses shall not be deemed an election effective and shall not entitle the Party to participate in the acquisition. If any Party elects not to participate in the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIacquisition, the acquiring party Party shall offer notify all other Parties of the entirety refusal and all other Parties shall have the same right to respond within the following fifteen (15) days as required in the case of such interest the first notice. The acquiring Parties agree to execute all assignments and conveyances as are necessary to reflect the acquisition as a matter of record as soon as reasonably possible after determination of the interests of the Parties pursuant to the non-acquiring partyforegoing provisions. If a non-acquiring party acquires its proportionate share There shall be no obligation of such interest, the lands lying any Party with respect to acquisitions outside the AMI and area covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said landsprovision. Each lease, right, title or interest acquired under the terms The provisions of this AMI paragraph shall terminate at the earlier of: (1) termination of this Operating Agreement; or, (2) twenty (20) years from the date of this Agreement. Parties participating in an acquisition shall be subject solely to the burdens specified in provisions of this agreement and Operating Agreement which shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved referenced in the search and joint venture documents of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from title reflecting the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyacquisition.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as parties hereby designate an Area of Mutual Interest (“"AMI”) "). The AMI shall encompass the Initial Prospect Lands. Should ZEI acquire as a Seismic Cost data covering lands outside the Initial Prospect Lands, the AMI shall be deemed enlarged to cover all lands covered by such seismic data. Any interest taken by either party after May 16, 1996 and prior to May 15, 2001 in an oil and gas lease, exploration option, operating agreement, farm-in, deed coupled with mineral interest, or any similar agreement which shall expire on the termination of this Agreement. If any party hereunder acquires any creates or effects an interest in hydrocarbons in lands within the AMIAMI (an "Interest"), or acquisition of a contractual right to acquire an Interest, shall be deemed taken for development under this agreement. The party acquiring an Interest shall, within thirty (30) days of the acquiring party will notify time of such acquisition, notify, in writing, the non-acquiring party in writing of party. The notice shall describe the interest and set forth the terms of such acquisition, the consideration paid, any other acquisition costs, and any costs and/or other obligations incurred pursuant thereto within fifteen (15) days following the acquisitionassumed. The non-acquiring party will elect in writing then have the right, within thirty (30) days from its of the receipt of such notice, to elect in writing to receive an assignment of one half (or, if smaller, its working interest ownership determined by the FX Prospect Interest, as to its election to participate or not participate with its proportionate share applicable) of each such acquired Interest and the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisitionobligations connected therewith. If the non-acquiring party elects not to participate with take such an assignment, the non-acquiring party shall tender to the acquiring party, at the time it gives notice of its proportionate election, its share of the acquisition, consideration and acquisition costs actually paid by the acquiring party may retain party, and in consideration thereof, shall receive an assignment of its share of the interest for its own benefitInterest with covenants of special warranty. The non-acquiring party’s failure to respond make such election and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries tender its share of the AMI, the acquiring party consideration and costs within such thirty (30) day period shall offer the entirety constitute a waiver of such interest to the non-acquiring party's right to receive such an interest. If a During such thirty (30) day notice period, the non-acquiring party acquires its proportionate share of such interestshall have the right to inspect all leases, the lands lying outside the AMI documents, title information, and covered by contracts reflecting the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyacquired.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as parties agree that an Area area of Mutual Interest mutual interest (“AMI”) which shall expire exist within the boundary of the area as outlined on Exhibit G attached hereto. While the AMI exists and during the period prior to the date when Participant elects Option A or Option C and consummates the purchase of an interest in the remaining Leases, (i) each of Participant and AllianceBernstein agrees that Owners will have the right, but not the obligation, to acquire at cost 50% of any interest in any oil and gas lease Participant or AllianceBernstein directly or indirectly acquires within the AMI, and (ii) Matador, Xxxxxxx, ROI and MRC agree that any oil and gas lease acquired directly or indirectly by them within the AMI shall become part of and added to the Leases described on Exhibit A attached hereto for all purposes of this Agreement; provided, however, that the obligations in this clause (ii) of Matador, Xxxxxxx, ROI and MRC will nevertheless terminate (a) at the end of the Initial Election Period unless Participant has timely exercised Option A or Option B or (b) at the end of the Second Election Period unless Participant has timely exercised Option C and, in either case of (a) or (b), Participant has subsequently complied with its payment obligations regarding the Second Test Well (if Option B was exercised) and its purchase of an interest in the remaining Leases (if Option A or Option C was exercised). If and after Participant timely elects Option A or Option C and consummates the purchase of an interest in the remaining Leases, each of Participant, on the termination one hand, and Owners, on the other hand, will have the right, but not the obligation, to acquire at cost their respective working interest shares (based on the amount of working interest acquired by Participant pursuant to the exercise of such option) in all interests that may thereafter be renewed or acquired by any of the Parties, directly or indirectly, in any oil and gas lease located within the AMI. If a Party intends to participate in a Federal or State auction of leases in the AMI, such Party shall notify the other Parties in writing at least 15 days before such sale. The AMI will exist for a term of 10 years from the date of this Agreement. If Xxxxxxx will be entitled to a proportionately reduced 2.5% of 8/8ths overriding royalty interest in all interests that may be renewed or acquired by any party hereunder acquires of the Parties, directly or indirectly, in any interest oil and gas lease located within the AMI. If any Lease (or pooled unit associated with any Lease) is producing or in its primary term or being extended by continuous drilling provisions at the end of the 10-year period, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition AMI will extend beyond the 10-year period only as to such Lease(s) and any costs and/or obligations incurred the lands covered thereby until: (i) the end of its or their primary term; or (ii) operations pursuant thereto within fifteen to the continuous drilling provisions have ceased and the continuous drilling provisions are no longer in effect; or (15iii) days following a Lease, or the acquisition. The non-acquiring party will elect pooled unit associated with such Lease(s), ceases to produce in writing within thirty (30) days from its receipt of such noticecommercial quantities, as to its election to participate or not participate with its proportionate share of the acquisitioncase may be. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisitionAlternatively, the acquiring party Parties may retain the interest for its own benefit. The non-acquiring party’s failure elect to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside terminate the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and at any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this time upon their mutual agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Essex and any new lease Participant hereby agree to be acquired under this agreement, identified within the legal descriptions above, shall be designated as establish an Area of Mutual Interest (“"AMI”") which shall expire on comprised of Sections 15, 16, 17, 20, 21, 22, 27, 28, and 29 of Township 52 North and Range 67 West, Croox Xxxnty Wyoming (the termination of this Agreement"AMI Area"). If In the event that any party hereunder hereto hereafter acquires any interest an oil and gas leasehold interest, or contractual right to earn an oil and gas leasehold interest, covering lands lying in whole or in part within the AMIAMI Area, the acquiring party will notify shall, in writing, offer to assign, without warranty of title, to the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto parties within fifteen (15) days following of purchase or acquisition, the acquisition. The entire proportionate interest which the non-acquiring party will elect parties are entitled to acquire in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share the AMI Area under this Agreement. Such notice shall include a copy of the acquisitionlease or contract, paid draft and other pertinent and available data. Each non-acquiring party’s election party shall, within fifteen (15) days after receipt of such offer, elect whether to participate will be accompanied purchase such interest by payment of its share of costs associated with paying the acquisition. If the acquiring party such non-acquiring party's proportionate part of the actual costs and expenses, if any, incurred by the acquiring party in acquiring such lease or contract. Failure of any non- acquiring party to timely notify the acquiring party shall be deemed as an election by such non- acquiring party not to acquire its ratable interest in the leasehold interest offered. When any non- acquiring party elects not to participate with acquire its proportionate share interest from the acquiring party, such non- acquiring party's interest in such lease or contract, which is the subject of the acquisition, such offer shall be wholly owned by the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure and shall not be subject to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisitionthis Agreement. If the interest acquired covers lands lying partially inside and partially outside acquisition consists of a farmout or agreement to earn a lease, a party electing to participate must also agree to participate actively in all operations necessary to comply with the boundaries of the AMI, the acquiring party shall offer the entirety provisions of such interest to the non-acquiring partyagreement. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to well drilled under this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired qualifies as an earning well under the terms of a farmout, leasehold rights earned thereby shall be owned solely by those parties who participated in the drilling and completion of such earning well. Any party hereto which was a non-consenting party in the drilling and/or completion of such earning well shall own no interest in such leasehold rights. Unless otherwise mutually agreed, this AMI shall be subject solely to terminate 6 months after the burdens specified in this agreement and shall include specifically expiration of the carried working Interest specified in herein abovelast lease within the AMI Area. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired All interests under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying paragraph shall be offered on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyan after casing point basis.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases 18.1 If any Party acquires an oil, gas and mineral lease or interest therein, or any new lease other contract that creates an interest in oil and gas, including minerals and royalties, or a surface lease, pipeline or road right-of-way, or any other contract with a surface or mineral owner or mineral lessee pertaining to be acquired under this agreementthe exploration for oil and gas ("Subsequently Acquired Interest"), identified within the legal descriptions above, shall be designated as an area outlined in red on the Land Plat ("Area of Mutual Interest Interest") other than the Leases described in Article 1 above, through direct purchase, farmin or other exploration agreement, through an employee, affiliate, broker or other representative, within five (“AMI”5) which shall expire on years of the termination date of this Agreement. If , or the last expiration date of any party hereunder acquires any interest within the AMIOperating Agreement executed pursuant to this Agreement, whichever occurs last, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto Party shall give notice within fifteen (15) days following of acquisition to the acquisitionother Parties in writing, furnishing copies of the instruments evidencing such acquisition and advising the full consideration paid or obligations assumed. The non-acquiring party will Parties receiving such notice shall have fifteen (15) days from receipt of such notice within which to elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate pay their share of all costs and considerations paid or obligations assumed and thereby be entitled to an assignment of their respective percentage interest therein as set forth in Section 18.2 below, or to reject such offer; however, if a Well is then drilling within Area of Mutual Interest, the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment results of its share of costs associated with which could affect the acquisition. If the non-acquiring party elects not to participate with its proportionate share value of the acquisitionSubsequently Acquired Interest, the acquiring party may retain Party said interest shall so advise the interest for its own benefitother Parties and the election must be made within twenty-four (24) hours. The non-acquiring party’s failure Failure to respond and make payment reply within the designated time frame period specified shall be deemed constitute an election to not to participate in the acquisitionSubsequently Acquired Interest. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIMeander Prospect September 3, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.2002 Page 19

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Trek and any new lease Buxxx xgree to be acquired under this agreement, identified within the legal descriptions above, shall be designated as establish an Area of Mutual Interest (“"AMI”") which shall expire on consist of a one-half mile "halo" around the termination Contract Area. The AMI shall be effective as of the effective date of this Agreement. If any The AMI shall continue as long as the JOA is in force and effect. Should either party hereunder acquires any interest hereto, directly or indirectly, acquire an oil and gas lease from a mineral owner on an unleased tract within the AMI, or an assignment from a third party of a lease that has not previously been a producing lease, such party (the acquiring party will notify "Acquiring Party") shall immediately give written notice thereof to the non-acquiring party in writing of the other party, together with all pertinent details and information, including, but not limited to, legal description, costs, terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisitionconditions thereof. The non-acquiring party will shall have ten (10) days from receipt of such notice to elect in writing within thirty (30) days from to acquire its receipt of such noticeproportionate interest, under the same terms as to its election to participate or not participate with the acquiring party, in the oil and gas leases by paying its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with cost and assuming its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefitobligations. The non-acquiring party’s failure Failure to respond and make payment within by the designated time frame deadline stated herein shall be deemed an election not to participate in the acquisitionacquisition as described in said notice. Failure to pay said proportionate share of costs within the same time period shall result in a forfeiture of the non-acquiring party's interest with the same effect as if said party had elected not to participate. If the interest applicable lease acquired covers lands lying partially inside land both within and partially outside the boundaries of the AMI, the acquiring party may, at its option, offer either the entire interest or only that portion of the interest covering lands within the AMI. If less than the entirety is offered, the costs applicable to the offered interest shall offer be that portion of the total cost of the interest reduced to the ratio which the number of net acres covered by said interest and included within the AMI bears to the total net acres covered by said interest. If the entirety of such interest to the non-acquiring party. If a premises covered by the applicable lease is offered and the non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall automatically be enlarged expanded to include said lands. Each lease, right, title or interest acquired under the terms of this AMI take in such additional lands and shall be subject solely to the burdens specified in terms and provisions of this agreement and shall include specifically the carried working Interest specified in herein aboveAgreement. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved If two or more offerings are made in the search same notice by an acquiring party, the non-acquiring party shall have a separate right of election as to each such interest. Notwithstanding anything to the contrary above, Trek and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine Buxxx xgree that there are economic quantities of oil to the following described lands shall be produced excluded from the “Xxxxxx Lease” lease or any new lease to be acquired under provisions of this agreementParagraph 8. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience for so long as Buxxx xwns its present interest in the oil and gas industry or understand leasehold estate thereof: The North Half of Section 53 and the risks associated with doing business within that industry. Seller acquired 27 acre triangle out of the property but has no first-hand experience and was relying on Southwest corner of Section 39, A-474, all in the Operator to finalize the start-up and maintain the propertyF.X. Xxxxx Xurvey, sell was acquired for investment property.King County, Texas

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Absent an agreement to the contrary, and prior to Ridgewood earning an interest in the Leases in a Prospect as described herein pursuant to Article 3, should Ridgewood either (i) acquire an interest in an oil and gas lease covering any new of the blocks or acreage in such Prospect identified on Exhibits "A," "B" or "D," or any portion of such blocks or acreage, or (.ii) acquire the right to acquire an interest in an oil and gas lease to be acquired under this agreementcovering any of the blocks or acreage identified in such Prospect, or (iii) acquire an interest in an oil and gas lease covering any of the blocks or acreage identified within on Exhibit "A", "B" or "D" for such Prospect should the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall original Lease expire on the or terminate before termination of this Agreement, then Chevron shall have the right but not the obligation to acquire from Ridgewood sixty-five percent (65%) interest and/or right(s) acquired by Ridgewood covering any of the blocks or acreage identified on Exhibit "A," "B" or "D," except for Mobile Blocks 945, 946 and 947, wherein, Xxxxxxn shall have the right but not the obligation to acquire from Ridgewood seventy-five percent (75%) interest and/or right(s) acquired by Ridgewood covering Mobile Blocks 945, 946 and 947. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party Chevron shall be notified in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto by Ridgewood within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty of such acquisition and shall have fen (3015) days from its after receipt of such notice, as notice to its election to participate advise Ridgewood whether or not participate with Chevron elects to acquire its proportionate share of the acquisitioninterest and/or rights acquired by Ridgewood. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisitionAny notice given shall include whatever supporting documentation Ridgewood has available. If Chevron elects to exercise its right under this Agreement, the nonconsideration owed by Chevron to Ridgewood shall be equal to all the consideration paid and/or tendered by Ridgewood for such interest and/or right attributable to Chevron's proportionate share. In the event during the term of this Agreement, Ridgewood acquires any such interest or acquires the right to acquire any such interest as a result of an acreage exchange or multi-acquiring party elects not property transaction, Chevron. shall be notified in writing by Ridgewood within fifteen (15) days of such acquisition and Ridgewood and Chevron shall make a good faith effort to participate with negotiate a fair value wherein Chevron would have the option to acquire from Ridgewood its proportionate share of the acquisition, interest and/or right acquired by Ridgewood in exchange for satisfactory consideration equal to the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries total fair value of the AMIacquired interest. Once Chevron and Ridgewood have agreed on the fair value for the subject interest, the acquiring party Chevron shall offer the entirety have fifteen (15) days after receipt of such interest written notice from Ridgewood to the non-acquiring party. If a non-acquiring party acquires advise Ridgewood whether or not Chevron elects to acquire its proportionate share of such the interest and/or right acquired by Ridgewood. Should Chevron acquire any interest, or acquires a right to acquire any interest in any acreage listed on Exhibits "A," "B" or "D" prior to Ridgewood earning an interest in the lands lying outside Leases xxxxxxed in the Prospect covering such acreage, Chevron will include the acquired acreage, or right to acquire acreage, in such Prospect for all purposes of this Agreement. After earning an interest in the Leases in a Prospect by Ridgewood, the applicable Operating Agreement will control the obligations between the Parties in the AMI and covered by for such Prospect established under the interest acquiredOperating Agreement, shall become a part which will consist of the “ Xxxxxx Well # 1” Lease acreage identified on Exhibits "A," "B" and "D" for such Prospect, plus any new lease acreage added to be acquired subject such Prxxxxxx pursuant to this Agreement and the Agreement, if any. This AMI obligation shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI binding upon and shall be subject solely inure to the burdens specified in Parties hereto, for the longer period of either, (i) the Confidentiality/AMI Agreement dated July 6, 2005, (ii) this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease Agreement or (iii) any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyapplicable Operating Agreement.

Area of Mutual Interest. The “ “Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ “Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Effective as of the Closing Date, Buyer and any new lease to be acquired under this agreement, identified Seller establish an area of mutual interest ("AMI") covering the lands within the legal descriptions above, AMI boundaries shown on Exhibit G attached hereto. The term of the AMI ("AMI Term") shall be designated as an Area of Mutual Interest for a period expiring six (“AMI”6) which shall expire on months after the termination of the last expiring leasehold interest created by the Leases subject to this Agreement. If any party hereunder during the AMI Term, either Buyer or Seller acquires any right, title or interest in, to or under any oil and gas lease, mineral interest, overriding royalty interest, net profits interest, production payment, royalty interest, or other interest in oil or gas (including farm-in agreements or similar contractual rights to acquire such interests) covering lands within the AMIAMI (the "Acquired Interest"), the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing then within thirty (30) days from its after such acquisition, the party making the acquisition (the "Offering Party") shall notify the other party (the "Responding Party") in writing of the acquisition. Notice of the acquisition shall include (i) copies of all executed assignments and agreements relating to the acquisition, (ii) such title information as the Offering Party has relating to the Acquired Interest, and (iii) an itemized statement of all lease bonuses, rentals and option payments and land-related and title review costs and expenses, including xxxxxxx costs, brokerage fees and commissions, title examination fees and expenses, filing fees, and other costs and expenses incurred in connection with the acquisition of the Acquired Interest (the "Acquisition Costs"). The Responding Party shall have a period of fifteen (15) days (or, if a rig is on location, forty-eight (48) hours) after receipt of such notice, as notice within which to its election elect in writing to participate or not participate with acquire its proportionate share of the acquisition. Each non-acquiring party’s election Acquired Interest and to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with pay its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefitAcquisition Costs associated therewith. The non-acquiring party’s Responding Party's failure to timely respond and make payment within to the designated time frame Acquiring Party's notice or to pay its proportionate share of Acquisition Costs shall be deemed an election not to participate in acquire a proportionate share of the acquisitionAcquired Interest. If the interest acquired Acquired Interest covers lands lying that are partially inside within and partially outside the boundaries AMI, the Responding Party shall have the right to acquire its proportionate share of the Acquired Interest. If the Acquired Interest covers lands that are partially within and partially outside the AMI, the acquiring party Responding Party shall offer have the entirety of such interest right to the non-acquiring party. If a non-acquiring party acquires acquire its proportionate share of such interestthe Acquired Interest insofar as it covers lands within the AMI, together with its proportionate share of that portion of the Acquired Interest covering lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyAMI.

Area of Mutual Interest. The “ Xxxxxx Well #1An AMI is hereby established as to those lands described on Exhibit “B” leases for a term of eight (8) years from the Closing Date. In the event either Party, or its Affiliate(s), acquires, either directly or indirectly, from a third party an interest in minerals, royalties, oil and any new lease gas leasehold or an option to be acquired under this agreementacquire such interest, identified within the legal descriptions above, shall be designated or contractual rights to earn such interest (hereinafter referred to as an Area “Acquired Interest”), including any renewals, extensions or replacement leases for any of Mutual Interest (“AMI”) the leases included in the Transaction Assets or previous Acquired Interests, which shall expire on the termination of this Agreement. If any party hereunder acquires any interest is obtained or earned by purchase, deed, assignment, option, extension, renewal, farmin, acreage contribution or other agreement covering lands situated in whole or in part within the AMI, the acquiring party will Party shall promptly notify the non-acquiring party in writing Party of such Acquired Interest and shall attach a copy of the terms instrument evidencing same, together with all title materials in its possession and an itemized statement of the acquisition and costs attributable to each such Acquired Interest. Such acquisition costs shall exclude any overhead, financing or other internal costs and/or obligations incurred pursuant thereto within fifteen (15) days following by the acquisitionacquiring party. The non-acquiring party will elect Party shall have the option to participate for its proportionate share of the Acquired Interest, by notifying the acquiring Party of its election in writing within thirty (30) days from its of receipt of such the election notice, as to its election to participate or not participate with its . The acquiring Party shall deliver an assignment of the non-acquiring Party’s proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with Acquired Interest in recordable form, in substantially the acquisition. If same form as the non-acquiring party elects not to participate with its proportionate share of the acquisitionPUD Assignment, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a Party which has elected to participate in the acquisition of such an Acquired Interest upon receipt of such non-acquiring party acquires its Party’s proportionate working interest share of the acquisition costs for such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyAcquired Interest.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Parties agree that they shall enter into an area of mutual interest which shall encompass the Prospect, as otherwise outlined on Exhibit 'D' (the "AMI"), and that if either Party shall acquire any new lease acreage within the AMI not identified on Exhibit "A" within two (2) years of the Effective Date, then it shall for all intents and purposes be treated as though it was made a part of this Agreement as of the Effective Date. Should Farmee acquire any acreage within the AMI during the Evaluation Period or during the Development Period not identified on Exhibit "A", then it shall add all costs for the acquisition of the acreage to the Capital Costs and shall cause Farmor to be acquired under this agreementassigned its Retained Working Interest, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on also be subject to the termination provisions regarding Payout Working Interest. Should either Party acquire the acreage after the Development Period has ended, then the Party that so acquired the acreage shall offer it to the other Party and said Party shall have the option of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party participating in writing it for its share of the terms costs of acquisition of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following acreage. Should the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as Party that was offered the acreage not be willing to its election to participate or not participate with bear its proportionate share of the acquisition. Each non-acquiring party’s election to participate will costs, then said acreage shall not be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject added to this Agreement and the AMI shall Party that acquired the acreage will be enlarged free to include said lands. Each lease, right, title or interest acquired under the terms develop it on its own outside of this Agreement. Should Farmee or Farmor contribute a lease in the AMI which has an eighty percent (80%) or greater net revenue interest, then both the Farmee and Farmor shall be subject solely to share equally (50:50) the burdens specified difference between the actual net revenue interest and eighty percent (80%) in this agreement and shall include specifically the carried working Interest specified in herein form of an overriding royalty interest. This Agreement being entered into as of the Effective Date first written above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “FARMOR PENASCO PETROLEUM, INC. /s/ Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investorsX. Driver By: Xxxxxx X. Driver Its: President FARMEE CORE MINERALS MANAGEMENT II, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no firstLLC /s/ Xxxxxxx X. XxXxxx By: Xxxxxxx X. XxXxxx Its: Executive Vice President Exhibit 'A' MARKHAM CITY N. PROSPECT JEFFERSON CO., IL TRACT# TRACT DESCRIPTION GROSS ACRES MINERAL ACRES LEASED MINERAL ACRES UNLEASED PERCENT OF TRACT LEASED ROYALTY PAID DATE LEASED TERM 00 XX 0/0 XX 1/4 13, 2, 4 40.00 38.685 1.315 96.713 1/8 Aug-07 5 YR 00- XXX X 0/0 XX 0/0 24, 2,4 79.00 0 79.000 0.00 00 X 0/0 XX 1/4 24, 2, 4 74.00 74.000 0.000 100.00 1/8 Jan-09 5 YR 81-hand experience and was relying on the Operator to finalize the start-up and maintain the propertyA 6 ACRES ACROSS N 1/2 SE 1/4 24, sell was acquired for investment property.2, 4 6.00 0 6.000 0.00 00 XX 0/0 XX 0/0 00, 0, 0 40.00 40.000 0.000 100.00 1/8 Jun-09 5 YR 83 W 1/2 SW 1/4 NE 1/4 24,2,4 20.00 20 0.000 100.00 1/8 Jul-10 2 YR 00 X 0/0 XX 0/0 XX 0/0 24, 2, 4 20.00 20 0.000 100.00 1/8 Jul-10 2 YR 85 N 13 1/3 ACRES OF E 1/2 E 1/2 NW 1/4 24,2,4 13.30 13.3 0.000 100.00 1/8 Nov-09 5 YR 86 S 26.7 ACRES OF E 1/2 E 1/2 NW 1/4 24, 2, 4 26.70 26.7 0.000 100.00 1/8 Nov-09 5 YR 00 XX 0/0 XX 0/0, X 1/2 NE 1/4 NW 1/4, NW 1/4 XX 0/0 XX 0/0 & X 0/0 XX 0/0 XX 1/4 24,2,4 90.00 15 75.000 16.667 1/8 Nov-09

Area of Mutual Interest. The “ Xxxxxx Well #1It is agreed that the lands described in Exhibit “B” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as constitute an Area of Mutual Interest (Interest, hereinafter sometimes referred to as “AMI”) ” between the parties hereto, which shall expire on remain in force and effect for the termination life of this Agreement. If In the event any party hereunder acquires any of the parties hereto, hereinafter sometimes referred to as the “Acquiring Party”, hereafter acquires, either directly or indirectly, a leasehold interest, mineral interest or other interest in the production of oil, gas or other minerals with regard to lands within the AMI, the including lessor’s royalty, said acquiring party will notify the non-acquiring party in writing of the terms shall give written notice of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following to the acquisition. The non-acquiring party will elect in writing other parties hereto within thirty (30) days from after the acquisition of said interests. Said notice shall include copies of all instruments of conveyance, paid drafts or checks, itemized invoices of the actual costs incurred, and other available data concerning said acquisition and including burdens and obligations relating to such acquisition. Each of the other non-acquiring parties shall have the option to participate in said acquisition and to bear its share of all acquisition costs, burdens, obligations, conditions, covenants, requirements and terms relating to such acquisition, to the extent of its interest as set forth in Exhibit “A” attached hereto. Said option may only be exercised within thirty (30) days after the actual receipt of such the written notice of acquisition, or within forty-eight (48) hours following receipt of said notice, exclusive of Saturday, Sunday and legal holidays, in the event a rig is on location within the AMI and the written notice so specifies, whichever is applicable. In the event a party elects to exercise its option to participate in said acquisition, said party shall give written notice thereof to the Acquiring Party within the period of time specified hereinabove. Each party exercising its option to participate in said acquisition shall bear and assume its proportionate share of all acquisition costs, burdens, obligations, conditions, covenants, requirements and terms relating to such acquisition, to the extent of its interest as set forth in Exhibit “A” attached hereto. To the extent a lease covers acreage inside and outside the AMI, the portion situated outside the AMI shall be offered to the parties and this Agreement shall be amended to include the acreage outside the AMI. The failure of any non-acquiring party to give written notice of its election to participate or not participate with its proportionate share within one of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment periods of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisitiontime specified herein, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame whichever is applicable, shall be deemed to be an election not to participate in said acquisition. In the event fewer than all parties hereto elect to participate in any acquisition, each participating party’s proportionate share of the acquisition shall be based on the ratio in which the interest of said participating party as set forth on Exhibit “A”, relates to the interest of all parties participating in said acquisition. However, in such event, any party whose share of such acquisition is increased shall have the option to not participate in such acquisition or to participate for less than the full amount of its increased interest, and the remaining interest shall then be offered proportionately to the other participating parties. All acquisition costs, burdens, obligations, conditions, covenants, requirements and terms shall be assumed and borne by the acquiring parties in accordance with said ratio. Any acquisition in which fewer than all parties elect to participate shall not be subject to this Agreement; however, the participating parties shall be treated as if they have entered into a Joint Venture Development Agreement covering said acquisition which shall be identical to this Agreement in all respects, with the exception of the interests of the parties as set forth on Exhibit “A”, attached hereto, which shall be modified to reflect the interests of the participating parties in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring Each party electing to participate in such acquisition shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires pay its proportionate share of such interestthe acquisition costs to the Acquiring Party, the lands lying outside the AMI as determined hereinabove, within thirty (30) days after receipt of an invoice therefor. The failure of any party to tender its share of acquisition costs within said thirty (30) days shall result in an automatic forfeiture of said party’s rights to said acquisition and covered by the interest acquiredassignment, and shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease be deemed to be acquired subject an election by said party not to this Agreement and the AMI shall be enlarged to include participate in said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyacquisition.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and (a) If, during the AMI Term, a Party (or any new lease of its Affiliates) (the AMI Acquiring Party) acquires an Interest in the AMI Area or acquires the right to be acquired under this agreementacquire any Interest in the AMI Area (either being an Acquired Interest), identified within the legal descriptions above, it shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will promptly notify the non-acquiring party other Parties (each, an Offeree) in writing of the terms acquisition of (A) an Acquired Interest or (B) the right to acquire an Acquired Interest. The notice shall contain reasonable full particulars of (i) the consideration the AMI Acquiring Party has paid or given, or has agreed to pay or give, for the acquisition of the Acquired Interest and (ii) all reasonable out-of-pocket costs and expenses incurred, or to be incurred, by the AMI Acquiring Party that are directly related to the acquisition of the Acquired Interest (collectively, the AMI Consideration). Each Offeree shall have a period of thirty (30) Days after receipt of the notice to irrevocably commit, by written notice received by the AMI Acquiring Party, to acquire its AMI Share of the Acquired Interest by paying and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following bearing its AMI Share of the acquisitionConsideration. The non-acquiring party will elect Failure of an Offeree to so commit in writing in such thirty (30) Day period shall be deemed a binding election by the Offeree not to acquire its AMI Share of the Acquired Interest. If an Offeree elects in writing to acquire its AMI Share in the Acquired Interest, then within thirty (30) days from Days of the Offeree’s commitment to acquire its receipt AMI Share of such noticethe Acquired Interest, as it shall pay to the AMI Acquiring Party its election AMI Share of the Consideration to participate the extent already paid or not participate given by the AMI Acquiring Party or enter into an agreement with the AMI Acquiring Party to pay or bear its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest Consideration to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside extent not already paid or given by the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyAcquiring Party.

Area of Mutual Interest. PARTICIPANT and MOGUL hereby designate an AMI covering a one mile distance from the North Pasture Xxxxxxxx Xxxxxxx Xxxx xx Xxx Xxxxxxxx Xxxxxx, Texas (the “AMI Land”), as defined in Exhibit “A”. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within AMI shall exist for a term of two (2) years from the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination Effective Date of this Agreement. If any party hereunder PARTICIPANT (acquiring party) acquires any interest rights, title and interests in any leases or tracts of land within or partially within the AMIAMI Land, subject to this Agreement or not, then the acquiring party will notify shall give the non-acquiring party in writing (whether one or more) notice by facsimile, e-mail, or other means of transmission through which a receipt showing that notice was given may be obtained stating the acquisition price, the number of acres acquired, and other relevant details about such acquisition, and providing a copy of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15instrument(s) days following the evidencing such acquisition. The non-acquiring party will elect in writing within thirty shall have fifteen (3015) days from its after receipt of such notice, as notice to its election elect to participate or not participate with acquire its proportionate share of the acquisition. Each non-rights, title and interests in such AMI Land by paying its proportionate share of the actual out of pocket acquisition cost, with no overhead or other similar charge to be made by the acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects does not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIfifteen (15) day period, the acquiring party shall offer the entirety of such interest to then the non-acquiring party. If a non-acquiring party acquires shall forfeit all of its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title and interests in any leases or interest tracts of land it would have earned in the acquired under AMI Land. All actual out of pocket acquisition costs for any rights, title and interests acquired within the terms of this AMI by the acquiring party, including but not limited to bonuses and other payments for acquisition, recording fees, broker fees paid to unrelated parties, attorney fees for title opinions and other matters, and title curative, shall be subject solely borne by the parties herein according to each of their respective working interest shares, assuming each consents to acquire its proportionate share. All acreage acquired by Mogul within the burdens specified AMI Land shall be offered to PARTICIPANT on the same promotional basis as outlined in Paragraph II above. Nothing in this agreement and Agreement shall include specifically the carried working Interest specified in herein above. The prospect needs be deemed to be evaluated by Purchaser’s verification efforts with the understanding that create a certain amount of risk is involved in the search and partnership or a joint venture of oil production in this field despite third party geological reports between PARTICIPANT and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyMOGUL.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire The Parties hereto establish the area encompassing all of the lands located within the geographic boundaries of the area depicted and outlined on the termination attached Exhibit “B”, as an AMI and, and unless sooner terminated by mutual agreement of the parties hereto, this Agreementdesignated AMI shall remain in full force and effect for so long as any of the Lease remain or are continued in force, whether by production, extension, renewal, or otherwise, plus one year. If Any Party acquiring any party hereunder acquires any leasehold interest or a contractual right to earn a leasehold interest within the AMIAMI during the term above stated shall furnish the other Parties actual copies of the lease, leases, or documents used in acquiring said interest, documentation of the actual consideration paid or to be paid for said interest, and any other document pertinent to the other Parties evaluating the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisitionParty’s interest. The non-acquiring party will elect in writing within Parties shall have thirty (30) days from its or forty-eight (48) hours in the case where a well is in the process of being drilled, tested or completed by one or more of the Parties within the AMI, following receipt of such noticenotice in which to elect, as to its election their respective proportionate after Production Casing Point share, as set forth and outlined in Article V hereof, to participate or not participate with in the acquired interest. Such election shall be by written response to the acquiring Party accompanied by a check covering its proportionate share of the acquisitionacquisition costs. Each non-acquiring party’s election Failure of a Party to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment reply within the designated above-specified period of time frame shall be deemed constitute an election not to participate in the such acquisition. If Any interest offered under this provision shall be offered without any additional burdens and at the same net revenue interest as acquired by the offering Party, except that, any interest acquired covers lands lying partially inside in the AMI by any Party shall be subject to the HE&D Burden, as hereinafter defined, and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety Party of such any interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside in the AMI and covered by shall promptly assign to Houston Energy, L.P, or its designee, such HE&D Burden, if it does not already burden the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to An Area of Mutual Interest shall be acquired under this agreement, identified established comprising all open crown lands which fall within the legal descriptions above, shall be designated as an boundary outlined in red in Schedule F attached hereto. If within two (2) years from the Effective Date of this Agreement any open crown lands become available for purchase at a Crown Sale within the Area of Mutual Interest (“AMInew lands”), the parties hereto shall no later than Forty Eight (48) which shall expire hours prior to the hour of such sale consult and attempt to agree on the termination of this Agreementa price to be bid therefore. If any party hereunder acquires any interest within agreement can be reached, Terra shall submit such bid for the AMI, the acquiring party will notify the non-acquiring party in writing account of and on behalf of the terms of parties hereto and if new lands are acquired they shall be held by the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, parties as to its election to participate or not participate with their respective AMI Participating Interests. Farmee shall reimburse Terra for its proportionate share of the acquisitionacquisition costs for such successful bid within forty-eight (48) hours of the posting of sale results. Each non-acquiring party’s election If, after consultation, the parties cannot agree on a price to participate will be accompanied by payment of bid for such new lands, then each party shall declare the price it is prepared to bid for the new lands to the other parties hereto and shall thereafter be free to submit a separate bid for such new lands for its share of costs associated with the acquisitionown account. If however, a party acquires an interest in any new lands for a price which differs by more than five (5%) percent from the non-declared price it was prepared to pay for same, then the other party shall have the right, exercisable within five (5) days from the receipt of notice of acquisition, to acquire an interest in such new lands, as to its respective Participating Interest, by paying to the acquiring party elects not to participate with its proportionate share of the acquisition, acquisition costs. In this Agreement the acquiring party may retain Participating Interests of the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within parties in the designated time frame Area of Mutual Interest (“AMI Participating Interests”) shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.as follows: Farmor Participant 52% Farmee 48%

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder Party or any Affiliate of a Party acquires or seeks to acquire any interest within New Prospect Lease in the AMIGunsmoke Prospect during the Term, the Party or Affiliate of a Party acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within New Prospect Lease shall, not later than fifteen (15) days following after the time it acquires title to the New Prospect Lease, notify the other Parties of the acquisition. The , in writing, which notification shall include copies of the New Prospect Lease and all instruments of conveyance, paid drafts or checks, all other relevant available information concerning the acquisition, a detailed statement of all third Person out-of-pocket costs relevant thereto, the A.F.E. for any Hydrocarbon well required to be drilled as a condition to earning, title information, leasehold and other burdens, and drafts of all documents necessary to effect an assignment of interest in the New Prospect Lease to the non-acquiring party will elect in writing within thirty Parties. Each non-acquiring Party shall then have twenty (3020) days from its receipt of such notice, as notice within which to elect whether to acquire an undivided working interest equal to its election After First Sales Revenue Interest in and to participate or not participate with its proportionate share of the acquisitionsuch offered New Prospect Lease. Each non-acquiring party’s election Party electing to participate will be accompanied by payment in the acquisition shall pay to the acquiring Party, after receipt of an invoice therefor, its After First Sales Cost Interest share of costs associated all lease bonuses, purchase price, option payments, and other consideration paid or obligations assumed by the acquiring Party in connection with such New Prospect Lease. The failure of any non-acquiring Party to pay to the acquisition. If acquiring Party, in full and in a timely manner as provided in this Article VI, the amounts owed by such non-acquiring Party under this Article VI with respect to such New Prospect Lease shall result in an automatic forfeiture of the non-acquiring party elects not to participate with its proportionate share of Party’s rights in the acquisition, acquisition and shall be an election by the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election Party not to participate in the acquisition. If Within five (5) days of a non-acquiring Party’s election to participate in an acquisition pursuant to this Article VI and its payment of all amounts owed by such non-acquiring Party under this Article VI with respect to the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIrelevant New Prospect Lease, the acquiring party Party shall offer execute an assignment of interest in the entirety relevant New Prospect Lease in substantially the form of such interest Conveyance to the non-acquiring partyParties electing to so participate. If a No assignment of interest shall be made, however, unless the non-acquiring party acquires its proportionate share Parties electing to participate have paid to the acquiring Party all amounts owed by such non-acquiring Parties under this Article VI with respect to the relevant New Prospect Lease. All assignments of such interest, interests in New Prospect Leases shall convey the lands lying outside net revenue interest obtained in the AMI and covered acquisition of the relevant New Prospect Lease. Any New Prospect Lease not acquired by all of the Parties having a right to acquire the same shall be owned by the interest acquired, shall become a part acquiring Parties outside of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and terms hereof, except that the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to a JOA between the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying acquiring Parties on the Operator to finalize the start-up and maintain the propertyform attached as Exhibit “C”. Joint Development Agreement - Gunsmoke Prospect - Ford County, sell was acquired for investment property.Kansas Page 11 of 18

Area of Mutual Interest. The “ Xxxxxx Well #1” leases PGP and CEPI agree that in the event either ----------------------- party or an affiliate of either party (the "Acquiring Party") shall acquire any new lease to be acquired under this agreementoil and gas interests, identified whether producing or non-producing, farmouts or other similar contracts which affect lands and minerals, located within the legal descriptions abovearea described on Exhibit "F" hereto ("Mineral Interest"), it shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the nonother party (the "Non-acquiring party in writing Acquiring Party") of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the such acquisition. The non-notice shall include a copy of all instruments of acquisition, including without limitation, copies of leases, abstracts, agreements, title memos, assignments, subleases, farmouts and other contracts affecting the Mineral Interest. The Acquiring Party shall also enclose an itemized statement of the actual cost and expenses incurred by the Acquiring Party in acquiring party will elect in writing within such Mineral Interest, excluding, however, costs and expenses of its own personnel ("acquisition costs"). For thirty (30) days from its after receipt of such noticethe notice of acquisition, as Non-Acquiring Party shall have the right to acquire its election proportionate interest in the acquisition, by notifying Acquiring party of its desire to participate or not participate with share in the acquisition, and paying to the Acquiring Party its proportionate share of the cost of acquisition. Each non-acquiring party’s election , or in the case of a farmout or other similar agreement requiring certain performance such as drilling of a test well, agreeing to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with liable for its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisitioncost of any performance required. If the interest acquired Mineral Interest covers lands lying partially inside both within and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety area of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such mutual interest, the Non-Acquiring Party's option to acquire an interest therein shall extend only to those lands lying outside within the AMI and covered by the interest acquired, shall become a part area of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said landsmutual interest. Each lease, right, title or interest acquired under the terms For purposes of this AMI section, "affiliate" shall be subject solely mean, with respect to the burdens specified in this agreement each party hereto, an individual or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such party. With respect to PGP, it shall include, without limitation, POCI and Petroglyph Energy, Inc. With respect to CEPI, however, it shall not include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding any affiliate that is a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertypublic utility.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases 6.1 At the time a Prospective Prospect is recommended by Cymraec, Cymraec and the Operator shall define and identify the areal extent of any new lease to be acquired under this agreement, identified within Prospect (and Cymraec shall define and identify the legal descriptions above, shall be designated areal extent of any Prospective Prospect that does not become a Prospect) as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing surface realization of the terms most likely extent of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen commercially productive portion of the reservoir comprising such Prospect (15or Prospective Prospect) days following but, to the acquisitionextent reasonably practicable, by governmental sections or lease boundaries (the "Prospect Area"). The nonParties hereby designate an area of mutual interest ("AMI") encompassing each Prospect Area, together with all lands located within a one-acquiring party will elect in writing within thirty (30) days from its receipt mile radius or "halo" of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIProspect Area. Any interest taken by a Party or an Affiliate, as that term is defined in Section 7.4 of this Agreement, during the period commencing on the date that the Party has received notification that the Prospect Area for a Prospect or Prospective Prospect has been identified by the Operator and/or Cymraec and ending March 31, 2008 (the "Restricted Period") in any oil and gas lease, pooling, communitization or unitization agreement or order, option, operating agreement, farm-in, royalty, or any other agreement or arrangement which creates or effects an interest in or right to obtain or receive hydrocarbons underlying or produced from any of the lands within the AMI or the proceeds attributable to the sale of those hydrocarbons or which results in the acquisition of a contractual right to acquire such an interest, shall be offered to the other Parties (other than Channel) in accordance with the terms of this Article VI ("AMI Dedicated Interest"). It is agreed and understood among the Parties that an AMI Dedicated Interest includes only those oil, gas and mineral interests and rights covering lands within the AMI which were acquired or obtained by a Party or an Affiliate during the Restricted Period. It is also agreed and understood among the Parties that, as respects Prime, the acquiring party Restricted Period shall offer end upon the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part earlier of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to effective date of Prime's exercise of its termination rights under this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired Prime's no longer being a fully participating Party under the terms of this Agreement; provided, however, the Restricted Period shall not end with respect to any AMI shall be subject solely to identified on or before the burdens specified effective date of that termination until two years after its identification or as provided for in this any applicable operating agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that created hereunder for which Prime is a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyParty.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases additional acreage optioned for lease and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto thereto, within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired Big Canyon Prospect subject to this Agreement along with any addendums agreed to between the parties and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated hereinabove unless modified by Purchaser’s verification efforts with agreement between the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreementparties. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease Parties agree to be acquired under this agreement, identified within the legal descriptions above, shall be designated as create an Area of Mutual Interest (“"AMI”") comprising all of the lands identified as a separate Prospect Area under the terms of Section 4.1 above, which shall be memorialized by separate agreement and included within the provisions of a separate JOA for each separate Prospect Area. The term of the AMI as to each separate Prospect Area shall expire on three (3) years from the termination date of this Agreementsuch separate agreement or when all leases owned by any of the Parties expire within the AMI boundary, whichever is longer. If any party hereunder acquires any interest During the term of the AMI and within the AMI, if any party hereto (the acquiring party will notify "Acquiring Party") acquires any oil and gas leasehold interest, unleased mineral interest, or the non-acquiring party in writing of right to earn any such interest, directly or indirectly (through any individual or entity associated or affiliated with such party), the terms of the acquisition and any costs and/or obligations incurred pursuant thereto Acquiring Party shall, within fifteen (15) days following such acquisition, notify the other parties to this AMI provision, or a counterpart thereof (the "Offerees") of such acquisition. The non-notice from the Acquiring Party to the Offerees shall include a copy of all instruments of acquisition and any other pertinent available data, and an itemized statement of the actual costs and expenses incurred by the Acquiring Party in acquiring party will elect in writing within thirty such interest, excluding, however, costs and expenses of its own personnel. Each Offeree shall have fifteen (3015) days from after the receipt of such notice within which to notify the Acquiring Party of its election to acquire its proportionate interest in the interest acquired by the Acquiring Party. The proportionate interests will be based upon the Parties' respective Working Interests, either before or after Project Payout (giving effect to ZaZa's After Payout Working Interest), as the case may be, but subject to the Reserved Overriding Royalty Interests of ZaZa as set out in Section 2.10. If the Acquiring Party has not received actual notice of the election of an Offeree to acquire its proportionate interest within the 15-day period, it shall be conclusively presumed that the Offeree has rejected the offer. If an Offeree notifies the Acquiring Party within the aforesaid time period of its election to purchase its proportionate interest in the interest acquired, the Acquiring Party shall promptly invoice the Offeree for its proportionate part of the actual third party costs incurred in the acquisition, along with a written agreement whereby the Offeree assumes its proportionate share of all terms, conditions, provisions, obligations and liabilities assumed by the Acquiring Party in connection with such acquisition. Notwithstanding any of the foregoing, however, if a well is being drilled within the AMI at the time of acquisition, the result of which could affect the value of the interest so acquired, the Acquiring Party shall so advise the Offerees, and the election to acquire a proportionate interest in the acquired interest must be made within forty-eight (48) hours after receipt of such notice. Failure of an Offeree to timely respond in either case to the Acquiring Party shall be conclusively deemed an election by such party not to acquire its proportionate interest in the acquired interest. In the event one or more of the parties to this AMI provision, or a counterpart thereof, should elect not to acquire its proportionate interest in such acquisition, or should fail to timely exercise its option, then such Offeree will be deemed to have forfeited all right, title and interest in and to the acquired interest, except that ZaZa's Reserved Overriding Royalty Interest and After Payout Working Interest shall always apply. The original Acquiring Party shall, promptly after the expiration of the response period, notify each of the Parties who have elected to acquire an interest that the non-electing Party or Parties named in the notice have failed or refused to exercise their option. Each of the Parties so notified and the original Acquiring Party shall have the option for forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays) after receipt of such second notice to acquire the remaining interest in the proportion that the interest of each such Party bears to the total interest of all parties hereto desiring to acquire the remaining interest. Should one of the Parties electing to share in the acquisition in the first instance elect not to acquire any additional interest, such remaining interest shall again be offered to the other Parties and shared in the same manner as to its election provided in the immediately preceding sentence. Promptly upon determination of the proportionate ownership of such acquisition, the Parties electing to participate or not participate with its therein shall pay the Acquiring Party their respective proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisitiontotal cost thereof. If the non-acquiring party an Offeree elects not to participate with acquire its proportionate share of the acquisitioninterest and assumes its obligations, as hereinabove set forth, the acquiring party may retain Acquiring Party shall, after such Offeree has paid the interest invoice amount and executed and delivered the written agreement provided for its own benefit. The non-acquiring party’s failure to respond above, execute and make payment within deliver a written assignment in recordable form covering the designated time frame Offeree's proportionate share in the acquired interest, which assignment shall be deemed an election made without any warranty of title, express or implied, except to claims of all persons claiming or to claim the same or any part thereof by, through or under the Acquiring Party, but not to participate in the acquisitionotherwise. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party Such assignment shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to also be acquired made subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein aboveAgreement. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property4.3.

Area of Mutual Interest. ACQUISITION OF SUPPLEMENTAL LEASEHOLD INTERESTS The “ Xxxxxx Well #1” leases area set forth on EXHIBIT "B-1" and any new lease to be acquired under this agreement, identified within the legal descriptions above, described on EXHIBIT "B-2" attached hereto shall be designated as constitute an Area of Mutual Interest (“AMI”) between the Parties hereto which shall expire on the termination remain in force and effect for term of this AgreementAgreement at which time the AMI will terminate as to all acreage not then included in a Prospect Area which includes a producing well and such Prospect Area will be governed by the Joint Operating Agreement attached hereto and made a part hereof (see EXHIBIT "D"). If supported by geological, geophysical and/or other data, the AMI may be expanded to include additional lands if mutually agreed to by the Parties. In the event any party hereunder acquires interests in oil and gas rights (including leases, mineral interests, royalty interests, overriding royalty interests, extensions and renewals of jointly owned leases and contractual right to earn interests), hereinafter sometimes referred to as a "LEASEHOLD ACQUISITION", covering any interest of the lands located within the AMIAMI are acquired by any of the Parties hereto, directly or indirectly, the acquiring party will notify the non-acquiring party other Party shall be notified promptly in writing by the acquiring Party and furnished with a copy of all legal instruments, paid drafts or checks, itemized invoices of the terms actual costs incurred, and all other pertinent and available data and title information concerning the Leasehold Acquisition, and the other Party shall have the right for a period of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following receipt of such written notice (or within twenty-four (24) hours, inclusive of Saturday, Sunday or other legal holidays, following receipt thereof in the acquisitionevent a well is being drilled at that time in the AMI pursuant to this Agreement or the Joint Operating Agreement) in which to notify the acquiring party of its election whether or not to participate in such Leasehold Acquisition by bearing its proportionate share (based upon the respective percentages of participation in this Agreement) of the costs of such Leasehold Acquisition, and if applicable, assuming its proportionate share of any obligations or requirements associated therewith. Failure of a Party receiving such a notice from the acquiring Party to reply and tender payment within the specified periods of time set forth herein shall constitute an election by that Party not to participate in such Leasehold Acquisition. Any Leasehold Acquisition in which all the Parties hereto elect to participate shall become subject to this Agreement. The non-Party electing to participate in such Leasehold Acquisition shall pay the acquiring party will elect in writing Party its share of the acquisition cost as determined hereinabove, within thirty (30) days from its receipt of such notice, as to after its election to participate or not participate with in the Leasehold Acquisition. Upon receiving the acquisition costs, said acquiring Party shall execute and deliver a recordable Assignment (defined in Article VI) of the appropriate percentage of such acquisition to the participating Party. The general form of the Assignment is attached hereto as EXHIBIT "C". Failure of the Party to tender its proportionate share of the acquisition. Each non-acquiring party’s acquisition costs within the time period specified above shall constitute an election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects such Party not to participate with its proportionate share participate. It is hereby agreed by the Parties that if any portion of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment a Leasehold Acquisition falls within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party entire acquisition shall offer be deemed to be included in the entirety of such interest AMI. Notwithstanding anything herein to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interestcontrary, the lands lying outside all costs associated with Leasehold Acquisition by Tipperary within the AMI and covered which was previously approved by Lyco under the interest acquired, shall become Exploitation Plan will be invoiced to Lyco on a part monthly basis. Upon approval by Lyco of the “ Xxxxxx Well # 1” Lease Leasehold Acquisition, Lyco will pay by check or wire transfer fifty percent (50.0%) of the Leasehold Acquisition costs within thirty (30) days after receipt of the invoice. The Leasehold Acquisition costs shall include bonuses, brokerage and any new lease to be acquired subject to this Agreement recording fees and the AMI invoice shall be enlarged to include said lands. Each leasecopies of legal instruments, rightlease purchase reports, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement information and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertypaid bank drafts.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Parties hereby establish and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as create an Area of Mutual Interest (referred to as the “DJ Basin Greenhorn AMI”) which consisting of the following described lands located in Xxxxxx and Weld Counties, Colorado: Township 5 North, Ranges 57 through 60 West, 6th PM Township 6 North, Ranges 57 through 60 West, 6th PM Township 7 North, Ranges 57 through 60 West, 6th PM Township 8 North, Ranges 56 through 58 West, 6th PM The term of the DJ Basin Greenhorn AMI shall expire on coincide with the termination Term of this Agreement as set forth in Section 2. At any time during the Term of this Agreement. If , any party hereunder acquires to this Agreement shall have the right to (a) acquire one or more oil and gas leases covering lands in the DJ Basin Greenhorn AMI, (b) acquire an option, by farmout agreement or otherwise, to acquire an interest in one or more oil and gas leases covering lands in the DJ Basin Greenhorn AMI; or (c) acquire an interest in the royalty or mineral estate underlying lands in the DJ Basin Greenhorn AMI. Any lease, option, royalty or mineral interest obtained shall be referred to as an "Acquisition". Within thirty (30) days after an Acquisition is made (the Acquisition of a state or federal lease acquired at auction is made when the lease is issued), the party so acquiring shall notify all other parties to this Agreement of the Acquisition in writing (“Notice of Acquisition”). The Notice of Acquisition shall contain sufficient information to apprise all non-acquiring parties of the acreage affected by the Acquisition, the costs thereof, the terms and burdens thereon, and shall be accompanied by a copy of the lease, option contract or mineral/royalty deed. Any acquisition of an interest within the DJ Basin Greenhorn AMI by an affiliate, subsidiary, or a party related to either Party shall be deemed to be an Acquisition by Vecta or Synergy, and the interest in the Acquisition being offered pursuant to the provisions of the Agreement shall not bear any additional costs or burdens other than those created at the time of the original lease or other contract covering lands within the DJ Basin Greenhorn AMI. Any acquisition of any interest within the AMIDJ Basin Greenhorn AMI being offered pursuant to the provisions of the Agreement shall be extended to the other Party (or Parties) at actual cost, the acquiring party will notify the and no such interest being assigned hereunder shall bear any additional direct or indirect costs or burdens. Each non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within shall have thirty (30) days from its receipt of such notice, as the Notice of Acquisition within which to notify the acquiring party of its election to participate or not participate with its proportionate share of decline participation in the acquisitionAcquisition. Each non-acquiring party’s Failure to timely render an election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed constitute an election not to participate in the acquisitionAcquisition. If a well is actually drilling in the interest acquired covers DJ Basin Greenhorn AMI, or on lands lying partially inside and partially outside pooled, unitized or communitized therewith, at the boundaries time the Acquisition is made, the period for the election shall be reduced to seventy two (72) hours from receipt of the Notice of Acquisition. Each party electing to participate in the Acquisition shall be entitled to participate in the Acquisition to the extent of its interest. As to leases acquired in the DJ Basin Greenhorn AMI, whether by purchase or by farmout, Vecta (and any partners secured by Vecta) shall have the right to participate in an Acquisition to the extent of an 65.00% interest and Synergy shall have the right to participate in an Acquisition to the extent of its 35.00% interest. All costs of the Acquisition, including, but not limited to, lease bonuses, broker fees, recording fees, costs of abstracts and title memoranda, costs of title examination and other related costs, shall be borne by the various Parties electing to participate to the extent of their participation in the Acquisition. Each Party shall reimburse the acquiring party Party for its share of the acquisition costs within thirty (30) days of receipt of a duly particularized invoice. Failure of any Party to timely reimburse the acquiring Party for the invoiced amount shall offer be deemed to be an election by such Party not to participate in the entirety of Acquisition, notwithstanding its prior stated intent with respect to participation in the Acquisition. The interest in the Acquisition previously allocated to such Party shall then be offered by the acquiring Party to all other Parties who elected to participate in the Acquisition on a pro-rata basis; any interest to the non-acquiring party. If not assumed by a non-acquiring Party shall be assumed by the participating Parties. Within thirty (30) days after receipt from all participating Parties of the acquisition costs, the acquiring Party shall execute and deliver an appropriate assignment of the interests so acquired to all other participating Parties. If any Acquisition applies to lands which fall partly within and partly outside the DJ Basin Greenhorn AMI, only the portion of the Acquisition covering lands within the DJ Basin Greenhorn AMI shall be made available to all non-acquiring Parties, and a party acquires its proportionate share must elect to participate only as to the portion of the lands affected by the Acquisition which fall within the DJ Basin Greenhorn AMI. If less than all Parties to this Agreement elect to participate in an Acquisition, all interests in the DJ Basin Greenhorn AMI lands subject to the Acquisition shall be excluded from the provisions of the Agreement, but shall be made expressly subject to the terms and conditions of a separate Operating Agreement essentially identical to the form attached hereto as Exhibit "G" with the Parties participating in such acquisition as parties to such Operating Agreements. Notwithstanding the other provisions of this Section 15, the DJ Basin Greenhorn AMI shall also then automatically terminate as to the whole section or sections under which the properties comprising the Acquisition are located. Further, the DJ Basin Greenhorn AMI shall also be amended from time to time during the Term of the Agreement to the extent that any sale, transfer, or assignment of a lease or leases set forth in the attached Exhibits “A”, “B”, “C”, “D” or “E” to a third party resulting in the relinquishment of all joint interests in a township or townships within the DJ Basin Greenhorn AMI shall result in the elimination of such interesttownship or townships from the DJ Basin Greenhorn AMI as of the effective date of the sale, transfer, or assignment of the leasehold interests. Vecta and Synergy acknowledge that the overriding royalty interest referenced in Section 8 shall apply to any and all extensions or renewals of the Vecta Greenhorn Project Leases, the lands lying outside Vecta Wattenberg Extension Area Leases, or the AMI and covered by the interest acquired, shall become a Synergy Greenhorn Project Leases as to all or any part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved lands set forth in the search attached Exhibits “A”, “B” and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyC”.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire The Parties hereto establish the area encompassing all of the lands located within the geographic boundaries of the area depicted and outlined on the termination attached Exhibit “B”, as an AMI and, and unless sooner terminated by mutual agreement of the parties hereto, this Agreementdesignated AMI shall remain in full force and effect for so long as any of the Lease remain or are continued in force, whether by production, extension, renewal, or otherwise, plus one year. If Any Party acquiring any party hereunder acquires any leasehold interest or a contractual right to earn a leasehold interest within the AMIAMI during the term above stated shall furnish the other Parties actual copies of the lease, leases, or documents used in acquiring said interest, documentation of the actual consideration paid or to be paid for said interest, and any other document pertinent to the other Parties evaluating the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisitionParty’s interest. The non-acquiring party will elect in writing within Parties shall have thirty (30) days from its or forty-eight (48) hours in the case where a well is in the process of being drilled, tested or completed by one or more of the Parties within the AMI, following receipt of such noticenotice in which to elect, as to its election their respective proportionate after Production Casing Point share, as set forth and outlined in Article V hereof, to participate or not participate with in the acquired interest. Such election shall be by written response to the acquiring Party accompanied by a check covering its proportionate share of the acquisitionacquisition costs. Each non-acquiring party’s election Failure of a Party to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment reply within the designated above-specified period of time frame shall be deemed constitute an election not to participate in the such acquisition. If Any interest offered under this provision shall be offered without any additional burdens and at the same net revenue interest as acquired by the offering Party, except that, any interest acquired covers lands lying partially inside in the AMI by any Party shall be subject to the HE&D Burden, as hereinafter defined, and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety Party of such any interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside in the AMI and covered by shall promptly assign to Houston Energy, L.P, or its designee, such HE&D Burden, if it does not already burden the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and (a) If, during the AMI Term, either Party (or any new lease to be acquired under this agreement, identified within Affiliate) (the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMIAcquiring Party”) which acquires an Interest in the AMI Area or acquires the right to acquire any Interest in the AMI Area (either being an “Acquired Interest”), it shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will promptly notify the non-acquiring party other Party (the “Offeree”) in writing of the terms acquisition of (a) an Acquired Interest or (b) the right to acquire an Acquired Interest. The notice shall contain reasonable full particulars of (i) the consideration the Acquiring Party has paid or given, or has agreed to pay or give, for the acquisition of the Acquired Interest and (ii) all reasonable out-of-pocket costs and expenses incurred, or to be incurred, by the Acquiring Party that are directly related to the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen of the Acquired Interest (15) days following collectively, the acquisition“Consideration”). The non-acquiring party will elect Offeree shall have a period of 30 days after receipt of the notice to irrevocably commit, by written notice received by the Acquiring Party, to acquire its AMI Share of the Acquired Interest by paying and bearing its AMI Share of the Consideration. Failure of the Offeree to so commit in writing in such 30-day period shall be deemed a binding election by the Offeree not to acquire its AMI Share of the Acquired Interest. If the Offeree elects in writing to acquire its AMI Share in the Acquired Interest, then within thirty (30) 30 days from of the Offeree’s commitment to acquire its receipt AMI Share of such noticethe Acquired Interest, as it shall pay to the Acquiring Party its election AMI Share of the Consideration to participate the extent already paid or not participate given by the Acquiring Party or enter into an agreement with the Acquiring Party to pay or bear its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest Consideration to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered extent not already paid or given by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyAcquiring Party.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as parties hereto hereby establish an Area of Mutual Interest (“"AMI”") which shall expire covers and includes all lands depicted within the area one (1) mile outside the perimeter of the lands covered by the Leases which are depicted on the termination of this Agreementplat attached hereto as Exhibit "C". If In the event that any party hereunder hereto hereafter acquires any interest an oil and gas leasehold interest, or contractual right to earn an oil and gas leasehold interest, covering lands lying in whole or in part within the AMI, the acquiring party will notify shall, in writing, offer to assign, without warranty of title, to the non-nonacquiring parties, within ten (10) days of purchase or acquisition, the entire proportionate interest which the nonacquiring parties are ratably entitled to acquire within the AMI under this Agreement. Such notice shall include a copy of the lease or contract, paid draft and other pertinent and available data. Each nonacquiring party shall, within ten (l0) days after receipt of such offer, elect whether to purchase such interest by paying the acquiring parties such nonacquiring party's proportionate part of the actual cost and expenses, if any, incurred by the acquiring party in writing of the terms of the acquisition and acquiring such lease or contract. Failure by any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring nonacquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, timely notify the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election by such nonacquiring party not to participate acquire its ratable interest in the acquisitionleasehold interest offered. If the When any nonacquiring party elects not to acquire its ratable interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, from the acquiring party shall offer party, such nonacquiring party's interest in such lease or contract which is the entirety subject of such offer shall be offered to the parties electing to acquire its proportionate share of such non-acquiring party's interest and shall not be subject to this Agreement but an operating agreement identical to Exhibit D, after allowing for nonjoinder by the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interestUnless otherwise mutually agreed, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to terminate six (6) months after the burdens specified in this agreement and shall include specifically expiration of the carried working Interest specified in herein abovelast lease within the AMI. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired All interests under this agreement. Seller does not normally deal with individuals paragraph shall be offered on either a Before Prospect Payout Basis or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying After Prospect Payout Basis based on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyoccurrence of Prospect Payout.