Axxxxx Exploration. Contango (formerly known as MGPX Ventures, Inc.) is party to that certain “Axxxxx/MGPX Oil & Gas Lease Acquisition Agreement” (the “Axxxxx Agreement”) executed on August 31, 1999, by and among Axxxxx Exploration, Inc. and Axxxxx-Texas Properties, Inc. (collectively “Axxxxx”) and MGPX Ventures, Inc. JXX shall have the right, but not the obligation, to invest in a Designated Percentage (as hereinafter defined) of the interest available to Contango in any transactions that become available under the Axxxxx Agreement, such investments to be made on the same proportionate basis as Contango. As partial consideration for such investment rights, JXX shall assist in the due diligence relating to such transactions that may become available under the Axxxxx Agreement for an amount of time as shall be mutually agreed between Contango and JXX. For purposes of this Section 1.8, the term “Designated Percentage” means: (a) 33_% for Prospects already identified by Axxxxx and paid for by Contango, but not yet sold as of the date of this Agreement, (b) 10% for Prospects already identified by Axxxxx that have, as of the date of this Agreement, been sold by Axxxxx to a third party, with respect to which Contango is able to negotiate the acquisition of all or a portion of the interest of such third party, and (c) 5% for Prospects not yet identified that arise under the Axxxxx Agreement subsequent to the date of this Agreement. For such Prospects subsequently identified under the Axxxxx Agreement, as referred to in clause (c) of the preceding sentence, but not for any of the Prospects referred to in clauses (a) or (b), JXX will be entitled to the compensation prescribed in Article II—Compensation hereof, on the same basis as Prospects recommended by JXX under the terms of this Agreement.
