MUTUAL RELEASE AGREEMENT
THIS MUTUAL RELEASE AGREEMENT (the "Agreement") is entered into this 8th
day of June, 2006 by and among (A) Xxx Energy Royalties Limited Partnership, a
Delaware limited partnership ("Xxx Royalties"), PennTex Resources, L.P., a Texas
limited partnership ("PennTex Resources"), PennTex Resources Illinois, Inc., a
Delaware corporation ("PennTex Illinois"), Xxxxxxx Oil & Gas Limited
Partnership, a Delaware limited partnership ("Xxxxxxx O&G"), Xxxxxxx
Xxxxxxxxxxxx Limited Partnership, a Delaware limited partnership ("Xxxxxxx
Xxxxxxxxxxxx"), Midland Exploration Limited Partnership, a Delaware limited
partnership ("Midland"), Xxx Energy Operating Corp., a Delaware corporation
("Xxx Energy"), Xxx Energy Wabash, LLC, a Delaware limited liability company
("Xxx Wabash"), Xxxxx X. Xxxxxx, an individual residing in the Commonwealth of
Pennsylvania ("Xxxxxx"), and Xxxxxxxx X. Xxxxxxx, an individual residing in the
Commonwealth of Pennsylvania ("Xxxxxxx") (Xxx Royalties, PennTex Resources,
PennTex Illinois, Xxxxxxx O&G, Xxxxxxx Xxxxxxxxxxxx, Midland, Xxx Energy, Xxx
Wabash, Xxxxxx and Xxxxxxx being sometimes referred to hereinafter individually
as a "Seller" and in the aggregate as "Sellers"), (B) Xxxxxx X. Xxxxxxx, Xxxxxxx
X. Xxxxxxx, Xxxxxxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, all individuals
residing in the Commonwealth of Pennsylvania (such individuals, together with
Xxxxxx and Xxxxxxx, being referred to hereinafter in the aggregate as the
"Acquirers"), (C) Baseline Oil & Gas Corp. (formerly known as College Oak
Investments, Inc.), a Nevada corporation (the "Buyer" or "Baseline"), and (D)
Xxxxxx Xxxxxx ("Damson") and Xxxx Xxxxxx ("Xxxxxx"), both individuals residing
in the State of Connecticut. The Sellers and the Acquirers are sometimes
referred to hereinafter collectively as the "Xxxxxx Parties." The Buyer, Damson
and Xxxxxx are sometimes referred to hereinafter collectively as the "Baseline
Parties." Each of the Xxxxxx Parties and each of the Baseline Parties are
sometimes referred to herein individually as a "Party" and collectively as the
"Parties."
WHEREAS, the Sellers and the Buyer entered into a Purchase Agreement dated
January 16, 2006 (the "Purchase Agreement") wherein the Sellers agreed to sell
their assets (and in the case of Xxxxxx and Xxxxxxx their shares in certain
entities) to Buyer for the cash and consideration described therein;
WHEREAS, the Acquirers, on the one hand, and the Buyer, Damson and Xxxxxx,
on the other hand, entered into a Stock Agreement dated January 16, 2006 whereby
the parties agreed, among other things, that the Buyer would issue 12,069,250
shares of the Buyer's Common Stock to the Acquirers (the "Acquirers' Shares")
and that certain of the Acquirers would purchase additional shares of Buyer's
Common Stock simultaneously with the closing of the transactions contemplated by
the Purchase Agreement;
WHEREAS, the Acquirers, on the one hand, and the Buyer, Damson and Xxxxxx,
on the other hand, entered into an Amendment to the Stock Agreement dated March
10, 2006 (the Stock Agreement dated January 16, 2006, as amended by the
Amendment to the Stock Agreement dated March 10, 2006, is hereinafter referred
to as the "Stock Agreement");
WHEREAS, the Sellers and the Acquirers, on the one hand, and the Buyer,
Damson and Xxxxxx, on the other hand, are executing and delivering concurrently
herewith a Mutual Termination Agreement that terminates the Purchase Agreement
and the Stock Agreement and all obligations of the Parties thereunder (the
"Mutual Termination Agreement") and a Mutual Non-Disparagement Agreement (the
"Mutual Non-Disparagement Agreement"); and
WHEREAS, the Parties to this Agreement desire to provide releases, and in
some instances, indemnification, under the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, and the receipt of such other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:
1. Definitions.
(a) "Claims" means all existing, known and unknown claims, demands
and causes of action, pending or threatened, and asserted or unasserted, of any
of the Baseline Parties against any of the Xxxxxx Parties or of any of the
Xxxxxx Parties against any of the Baseline Parties for all existing, known and
unknown damages, injuries and remedies that arise or could arise out of or in
connection with the Controversies. Under this definition, the "Claims" includes,
but is not limited to, all claims, demands, lawsuits, debts, accounts,
covenants, agreements, actions, cross-actions, liabilities, obligations, losses,
costs, expenses, remedies and causes of action of any nature, whether in
contract or in tort, or based upon fraud or misrepresentation, breach of duty or
common law, or arising under or by virtue of any judicial decision, statute or
regulation, for past, present, known and unknown injuries, property or economic
damage, and all other losses and damages of any kind, including but not limited
to the following: all actual damages; all exemplary and punitive damages; all
penalties of any kind, including without limitation any tax liabilities or
penalties; damage to business reputation; lost profits or good will;
consequential damages; damages ensuing from loss of credit; and prejudgment and
postjudgment interest, costs and attorney's fees. This definition further
includes, but is not limited to, all elements of damages, all remedies, and all
claims, demands, and causes of action that are now recognized by law or that may
be created or recognized in the future in any manner, including, without
limitation, by statute, regulation or judicial decision, including, without
limitation, by virtue of any statute prohibiting deceptive trade practices.
(b) "Consideration" means and consists of the following:
(i) The execution, delivery and performance of the Mutual
Termination Agreement;
(ii) The execution, delivery and performance of the Mutual
Non-Disparagement Agreement, a copy of which is attached as Exhibit B to the
Mutual Termination Agreement; and
(iii) The bargained-for exchange by the Parties of the
promises, agreements, and representations set forth in this Mutual Release
Agreement.
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(c) "Controversies" means all disputes, differences, claims and
controversies between any of the Xxxxxx Parties and any of the Baseline Parties
that have arisen or been asserted or that might have arisen or been asserted by
reason of or in connection with any action or omission or any alleged action or
omission or any fact or circumstance or alleged fact or circumstance occurring
or existing or alleged or that might have been alleged to have occurred or
existed at any time or times prior to the date of this Mutual Release Agreement,
including, but not limited to, the following:
(i) Any allegations, contentions, or claims, whether asserted
or not, arising out of or in any way relating to the business or activities of
any of the Xxxxxx Parties or any of the Baseline Parties;
(ii) Any allegations, contentions, or claims, whether asserted
or not, arising out of or in any way relating to any actions or omissions of any
of the Xxxxxx Parties or any of the Baseline Parties arising out of or in
connection with or in any way relating to the negotiation, execution or
performance of the Purchase Agreement or any of the transactions contemplated by
the Purchase Agreement;
(iii) Any allegations, contentions, or claims, whether
asserted or not, arising out of or in any way relating to any actions or
omissions of the Xxxxxx Parties or the Baseline Parties arising out of or in
connection with or in any way relating to the efforts of the Buyer under the
Purchase Agreement to secure the Financing Amount that was contemplated under
the Purchase Agreement;
(iv) Any allegations, contentions, or claims, whether asserted
or not, arising out of or in any way relating to any actions or omissions of any
of the Xxxxxx Parties or any of the Baseline Parties arising out of or in
connection with or in any way relating to the negotiation, execution or
performance of the Stock Agreement or any of the transactions contemplated by
the Stock Agreement; and
(v) Any allegations, contentions, or claims, whether asserted
or not, arising out of or in any way relating to any actions or omissions of any
of the Xxxxxx Parties or any of the Baseline Parties arising out of or in
connection with or in any way relating to the negotiation, execution or
performance of the Team Energy Letter Of Intent or any of the transactions
contemplated by the Team Energy Letter Of Intent.
(d) "Team Energy Letter Of Intent" means that certain letter of
intent dated April 5, 2006, by and between Xxx Energy Operating Corp. and Team
Energy, LLC.
2. Releases.
(a) Subject to Sections 3(a) and 3(b) below, for the Consideration,
the Xxxxxx Parties release, acquit and forever discharge the Baseline Parties
and their agents, employees, attorneys, officers, directors, shareholders and
partners from the Claims.
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(b) Subject to Sections 3(a) and 3(b) below, for the Consideration,
the Baseline Parties release, acquit and forever discharge the Xxxxxx Parties
and their agents, employees, attorneys, officers, directors, shareholders and
partners from the Claims.
(c) By signing this Mutual Release Agreement, each of the Parties
acknowledges the receipt and sufficiency of the Consideration. The exchange of
the Consideration is not an admission of liability and may not be so construed.
The Parties vigorously deny any liability to each other and acknowledge the
highly disputed nature of each of the Parties' claims. The Parties each
acknowledge that this Mutual Release Agreement is made as a compromise to avoid
further expense and to terminate for all time the Controversies.
(d) Notwithstanding any contrary provision elsewhere contained
herein, this Mutual Release Agreement does not release the right of any Party to
enforce and require performance of the agreements of any other Party under this
Mutual Release Agreement, the Mutual Termination Agreement or the Mutual
Non-Disparagement Agreement.
3. Nonrelease Of Certain Claims, Causes Of Action, And Rights And
Obligations.
(a) Notwithstanding anything herein to the contrary, this Mutual
Release Agreement shall not operate as a release by either the Xxxxxx Parties or
the Baseline Parties of any claims, causes of action or rights or obligations
that are in any way related to the formation or operation of New Albany-Indiana,
LLC or to the Aurora Purchase Agreement dated as of November 15, 2005, by and
between New Albany - Indiana, LLC and Aurora Energy, Ltd.
(b) Notwithstanding anything herein to the contrary, this Mutual
Release Agreement shall not act to release or in any way act to diminish the
rights and obligations of the Parties relating to indemnification as provided
for under the terms and conditions of Section 4 of this Mutual Release
Agreement.
4. Indemnification.
(a) Baseline shall jointly and severally indemnify and hold harmless
each of the Xxxxxx Parties, and each person who controls the Xxxxxx Parties
within the meaning of either the Securities Act of 1933, as amended (the
"Securities Act"), or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
(i) Baseline's "Closing Placements" as defined in the Purchase Agreement, or
Baseline's efforts to raise the "Financing Amount" as contemplated in the
Purchase Agreement, (ii) any offering and sale of securities made by Baseline
(other than the offer and sale of shares of common stock of Baseline issued to
certain of the Xxxxxx Parties pursuant to the Stock Agreement, or options to buy
the common stock of Baseline issued to certain of the Xxxxxx Parties in December
2005 pursuant to Baseline's acquisition of an interest in New Albany-Indiana
LLC), (iii) any untrue statement or alleged untrue statement of a material fact,
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whether oral or in writing (including statements contained in (a) any private
therewith, (ii) any filings made by Baseline with the Securities and Exchange
Commission under the Exchange Act since November 25, 2005, and (b) any other
written materials, and (in any and all amendments thereof or supplements
thereto), stated, used or provided by or on behalf of Baseline or any of its
agents in connection with any offerings of securities described in sub-clause
(i) or sub-clause (ii) above, or that arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which Baseline may otherwise
have.
(b) In the event that the indemnity provided in Section 4(a) is
unavailable to or insufficient to hold harmless an indemnified party for any
reason, Baseline agrees to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which one or more of the Xxxxxx Parties may be subject in such proportion as is
appropriate to reflect the relative benefits received by Baseline on the one
hand and by the Xxxxxx Parties on the other from any offering of securities made
by or on behalf of Baseline as referred to in Section 4(a)(ii) hereof. If the
allocation provided by the immediately preceding sentence is unavailable for any
reason, Baseline shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of Baseline
in connection with any statements or omissions which resulted in such Losses, as
well as any other relevant equitable considerations. Benefits received by
Baseline shall be deemed to be equal to the total net proceeds from the
offerings of securities (before deducting expenses) received by them, and
benefits received by the Xxxxxx Parties shall be deemed to be equal to the value
of the stock options to purchase shares of stock of Baseline retained by certain
of the Xxxxxx Parties. Relative fault shall be determined by reference to, among
other things, any untrue or any alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relating to
information provided by Baseline, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. Baseline and the Xxxxxx Parties agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take into account
the equitable considerations referred to above. For purposes of this Section
4(b), each person who controls one of the Xxxxxx Parties within the meaning of
either the Securities Act or the Exchange Act and each director, officer,
partner, member, employee and agent of one of the Xxxxxx Parties, shall have the
same rights to contribution as one of the Xxxxxx Parties, subject in each case
to the applicable terms and conditions of this Section 4(b).
5. Representations And Warranties.
(a) For the Consideration, and as a material inducement for the
execution of this Mutual Release Agreement by the other Parties hereto, the
Xxxxxx Parties represent and warrant the following to the Baseline Parties:
(i) Each of the Xxxxxx Parties is correctly described in this
Agreement;
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(ii) The Xxxxxx Parties recognize that the recitations
contained in this Section 5(a) are contractual and not mere recitals;
(iii) Each signatory to this Agreement for and on behalf of
any of the Xxxxxx Parties is fully authorized and legally competent to execute
this Agreement and is a duly authorized representative of such Xxxxxx Party;
(iv) The Xxxxxx Parties own outright and without any
encumbrance any and all Claims, rights and/or interests that they purport to
release herein, and have not assigned, pledged or in any other manner sold or
transferred any right, title, interest or Claim that arises out of the
Controversies;
(v) This Agreement is fully and forever binding on the Xxxxxx
Parties and their legal representatives, heirs, successors and assigns;
(vi) Before executing this Agreement, the Xxxxxx Parties
became fully informed of the terms, contents, conditions and legal effect of
this Agreement;
(vii) Before executing this Agreement, each signatory for any
of the Xxxxxx Parties fully informed himself and the officers and directors of
such Xxxxxx Party of the terms, contents, conditions and legal effect of this
Agreement;
(viii) In entering into this Agreement, the Xxxxxx Parties
have had the benefit of the advice of lawyers of their own choosing, and the
Xxxxxx Parties enter this Agreement freely, by the Xxxxxx Parties' own choice
and judgment, and without duress or other influence;
(ix) In entering into this Agreement, no promise or statement
or representation of any kind, other than as may be expressly stated in this
Agreement, or in the Mutual Termination Agreement or the Mutual
Non-Disparagement Agreement, has been made to any of the Xxxxxx Parties by
anyone acting for any of the other Parties to this Agreement;
(x) In entering into this Agreement, none of the Xxxxxx
Parties is relying upon any promise or statement or representation of any kind
that is not expressly stated in this Agreement, or the Mutual Termination
Agreement or the Mutual Non-Disparagement Agreement, that has been made to any
of the Xxxxxx Parties by anyone acting for any of the other Parties to this
Agreement, and each of the Xxxxxx Parties is entering into this Agreement
relying on his or its own judgment after having had an opportunity to
investigate and having obtained all information desired by him or it regarding
all material facts and after having had the benefit of being represented by
legal counsel of his or its own choosing; and
(xi) The Xxxxxx Parties understand that this Agreement is a
full, final and complete release of the Baseline Parties from the Claims, and
that the Consideration is the only benefit that the Xxxxxx Parties shall ever
receive from the Baseline Parties as a result of or in connection with the
Controversies.
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(b) For the Consideration, and as a material inducement for the
execution of this Mutual Release Agreement by the other Parties hereto, the
Baseline Parties represent and warrant the following to the Xxxxxx Parties:
(i) Each of the Baseline Parties is correctly described in
this Agreement;
(ii) The Baseline Parties recognize that the recitations
contained in this Section 5(b) are contractual and not mere recitals;
(iii) Each signatory to this Agreement for and on behalf of
any of the Baseline Parties is fully authorized and legally competent to execute
this Agreement and is a duly authorized representative of such Baseline Party;
(iv) The Baseline Parties own outright and without any
encumbrance any and all Claims, rights and/or interests that they purport to
release herein, and have not assigned, pledged or in any other manner sold or
transferred any right, title, interest or Claim that arises out of the
Controversies;
(v) This Agreement is fully and forever binding on the
Baseline Parties and their legal representatives, heirs, successors and assigns;
(vi) Before executing this Agreement, the Baseline Parties
became fully informed of the terms, contents, conditions and legal effect of
this Agreement;
(vii) Before executing this Agreement, each signatory for any
of the Baseline Parties fully informed himself and the officers and directors of
such Baseline Party of the terms, contents, conditions and legal effect of this
Agreement;
(viii) In entering into this Agreement, the Baseline Parties
have had the benefit of the advice of lawyers of their own choosing, and the
Baseline Parties enter this Agreement freely, by the Baseline Parties' own
choice and judgment, and without duress or other influence;
(ix) In entering into this Agreement, no promise or statement
or representation of any kind, other than as may be expressly stated in this
Agreement, or the Mutual Termination Agreement or the Mutual Non-Disparagement
Agreement, has been made to any of the Baseline Parties by anyone acting for any
of the other Parties to this Agreement;
(x) In entering into this Agreement, none of the Baseline
Parties is relying upon any promise or statement or representation of any kind
that is not expressly stated in this Agreement, or the Mutual Termination
Agreement or the Mutual Non-Disparagement Agreement, that has been made to any
of the Baseline Parties by anyone acting for any of the other Parties to this
Agreement, and each of the Baseline Parties is entering into this Agreement
relying on his or its own judgment after having had an opportunity to
investigate and having obtained all information desired by him or it regarding
all material facts and after having had the benefit of being represented by
legal counsel of his or its own choosing; and
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(xi) The Baseline Parties understand that this Agreement is a
full, final and complete release of the Xxxxxx Parties from the Claims, and that
the Consideration is the only benefit that the Baseline Parties shall ever
receive from the Xxxxxx Parties as a result of or in connection with the
Controversies.
6. Miscellaneous.
(a) This Agreement, together with the Mutual Termination Agreement
and the Mutual Non-Disparagement Agreement, constitute the entire agreement
between and among the Parties regarding the subject matters covered therein and
supersede all prior agreements or understandings, whether written or oral,
between or among any of the Parties regarding those matters.
(b) This Agreement shall be governed by and construed in accordance
with the domestic laws of the Commonwealth of Pennsylvania without giving effect
to any choice or conflict of law provision or rule (whether of the Commonwealth
of Pennsylvania or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the Commonwealth of Pennsylvania.
(c) Each of the parties to this Agreement hereby (1) consents to the
jurisdiction of any United States District Court for the Western District of
Pennsylvania or, if such court does not have jurisdiction over such matter, the
Court of Common Pleas of the Commonwealth of Pennsylvania of Centre County and
(2) irrevocably agrees that all actions or proceedings arising out of or
relating to this Agreement shall be litigated in such court. Each party accepts
for itself and in connection with its properties, generally and unconditionally,
the exclusive jurisdiction and venue of the aforesaid courts and waives any
defense of forum nonconveniens or any similar defense, and irrevocably agrees to
be bound by any non-appealable judgment rendered thereby in connection with this
Agreement.
(d) No amendment of any provision of this Agreement shall be valid
unless the same shall be in writing and signed by all Parties to this Agreement.
No waiver by any Party of any default, misrepresentation, or breach of warranty
or covenant hereunder, whether intentional or not, shall be deemed to extend to
any prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.
(e) Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.
(f) The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
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by the Parties and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local, or foreign statute
or law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "including" shall
mean including without limitation. All references in this Agreement to a
"Section," "subsection," "Exhibit" or "Schedule" shall be to a Section,
subsection, Exhibit or Schedule of this Agreement, as the case may be, unless
the context requires otherwise. Unless the context otherwise requires, the words
"this Agreement," "hereof," "hereunder," "herein," "hereby," or words of similar
import shall refer to this Agreement as a whole and not to a particular Section,
subsection, clause or other subdivision hereof. Whenever the context requires,
the words used herein shall include the masculine, feminine and neuter gender,
and the singular and the plural.
(g) This Agreement is intended for the benefit of the Parties hereto
and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other person.
(h) This Agreement is being executed in multiple counterparts, and
each counterpart that is executed by any Party shall be deemed an original, with
all such counterparts to constitute one Agreement. It shall not be necessary
that any single counterpart hereof be executed by all the Parties, and this
Agreement shall be and become effective when each Party has executed some
counterpart hereof, whether the same or different than any counterpart executed
by any other Party or Parties.
(i) The Parties agree and stipulate that this Agreement is not
intended by them, nor is it to be interpreted in any way as an admission of any
liability, fault, or responsibility by any Party, and each of the Parties
expressly deny any and all such alleged liability, fault, or responsibility.
[Signatures Follow.]
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IN WITNESS WHEREOF, the Parties hereto have executed this Mutual Release
Agreement as of the date first above written.
BUYER:
BASELINE OIL & GAS CORP.
By: /s/ Xxxxxx Xxxxxx
---------------------
Name: Xxxxxx Xxxxxx
Title: Chairman & Chief Executive Officer
XXXXXX XXXXXX
/s/ Barrie Damsin
-------------------------
Xxxxxx Xxxxxx
XXXX XXXXXX
/s/ Xxxx Xxxxxx
-------------------------
Xxxx Xxxxxx
SELLERS:
XXX ENERGY ROYALTIES LIMITED PARTNERSHIP
By: Xxxxxxx Oil & Gas Limited Partnership, its general partner
By: Xxx Energy LLC, its general partner
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
PENNTEX RESOURCES, L.P.
By: Penn Tex Energy, Inc., its general partner
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
PENNTEX RESOURCES ILLINOIS, INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
XXXXXXX OIL & GAS LIMITED PARTNERSHIP
By: Xxx Energy LLC, its general partner
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
XXXXXXX XXXXXXXXXXXX LIMITED PARTNERSHIP
By: Xxx Energy LLC, its general partner
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
MIDLAND EXPLORATION LIMITED PARTNERSHIP
By: Xxxxxxx Oil & Gas Limited Partnership, its general partner
By: Xxx Energy LLC, its general partner
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
XXX ENERGY OPERATING CORP.
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
XXX ENERGY WABASH, LLC
By: /s/ Xxxxx X. Xxxxxx
---------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
XXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
XXXXXXXX X. XXXXXXX
/s/ Xxxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxxx X. Xxxxxxx
ACQUIRERS:
XXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxx
-------------------------
Xxxxx X. Xxxxxx
XXXXXXXX X. XXXXXXX
/s/ Xxxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxx
XXXXXXXXXXX X. XXXXXXX
/s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxxxxxx X. Xxxxxxx
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
STATE OF NEW YORK ss.
ss.
COUNTY OF NEW YORK_____________ ss.
This instrument was acknowledged before me on June 8, 2006, by XXXXXX
XXXXXX, Chairman of Baseline Oil & Gas Corp., a corporation, on behalf of said
corporation.
/s/ Xxxxxx Xxxxxxx
--------------------------------
(SEAL) Notary Public, State of New York
STATE OF NEW YORK ss.
ss.
COUNTY OF NEW YORK_____________ ss.
This instrument was acknowledged before me on June 8, 2006, by XXXXXX
XXXXXX.
/s/ Xxxxxx Xxxxxxx
--------------------------------
(SEAL) Notary Public, State of New York
STATE OF NEW YORK ss.
ss.
COUNTY OF NEW YORK_____________ ss.
This instrument was acknowledged before me on June 8, 2006, by XXXX
XXXXXX.
/s/ Xxxxxx Xxxxxxx
--------------------------------
(SEAL) Notary Public, State of New York
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXX X.
XXXXXX, Chairman of Xxx Energy LLC, a limited liability company, on behalf of
said company as the general partner of Xxxxxxx Oil & Gas Limited Partnership,
acting as the general partner of Xxx Energy Royalties Limited Partnership.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXX X.
XXXXXX, Chairman of Penn Tex Energy, Inc., a corporation, on behalf of said
corporation acting as the general partner of PennTex Resources, L.P.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXX X.
XXXXXX, Chairman of PennTex Resources Illinois, Inc., a corporation, on behalf
of said corporation.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXX X.
XXXXXX, Chairman of Xxx Energy LLC, a limited liability company, on behalf of
said company acting as the general partner of Xxxxxxx Oil & Gas Limited
Partnership.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXX X.
XXXXXX, Chairman of Xxx Energy LLC, a limited liability company, on behalf of
said company acting as the general partner of Xxxxxxx Xxxxxxxxxxxx Limited
Partnership.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXX X.
XXXXXX, Chairman of Xxx Energy LLC, a limited liability company, on behalf of
said company as the general partner of Xxxxxxx Oil & Gas Limited Partnership,
acting as the general partner of Midland Exploration Limited Partnership.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXX X.
XXXXXX, Chairman of Xxx Energy Operating Corp., a corporation, on behalf of said
corporation.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXX X.
XXXXXX, Chairman of Xxx Energy Wabash, LLC, a limited liability company, on
behalf of said company.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXX X.
XXXXXX.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June 7th, 2006, by XXXXXXXX
X. XXXXXXX.
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June _____, 2006, by XXXXXX
X. XXXXXXX.
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June _____, 2006, by XXXXXXX
X. XXXXXXX.
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
ss.
This instrument was acknowledged before me on June _____, 2006, by
XXXXXXXXXXX X. XXXXXXX.
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
THE COMMONWEALTH OF PENNSYLVANIA ss.
ss.
COUNTY OF CENTRE ss.
This instrument was acknowledged before me on June _____, 2006, by XXXXXX
X. XXXXXXX.
-------------------------------------------
(SEAL) Notary Public, Commonwealth of Pennsylvania
