Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. On the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers shall sell, transfer and assign to Purchaser, and Purchaser shall purchase and receive from each Seller all of each Seller’s right, title and interest in and to the following properties, assets and rights related to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the “Assets”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and all right, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real Properties”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (b) All buildings and other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “Tangible Personal Property”); (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”); (e) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the Locations.

Assets to be Sold. On the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers Seller shall sell, assign, transfer and assign convey to PurchaserBuyer, and Purchaser Buyer shall purchase and receive from each Seller at “Closing” all of each Seller’s right, title and interest in and to the following properties, assets and rights related to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the “Assets”):following: (a) The following real property oil and interest therein: (i) Any real property owned by a Seller comprising gas leases, surface leases and royalties in and to the Locations Xxxx - Xxxxxxxx Field generally depicted as to location on the map identified as Exhibit A hereto and more particularly described on Schedule 1.1(a)(i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit attached “List of such parcel of land and any and all right, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances Leases” identified as Exhibit B; (collectively, the “Purchased Owned Real Properties”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real PropertiesProperty”); (b) All buildings oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx and other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment xxxxx (excluding Fuel Equipmentcollectively “Xxxxx”) owned by a Seller and now situated at located on the Locations (collectively, the “Tangible Personal Property”)Property described on Exhibit C entitled Xxxxx Transferred; (c) The leases All equipment, machinery, tanks, fixtures, flowlines, roads, pipelines, pole lines, appurtenances, materials, improvements, and other agreements with tenants real, personal, and mixed property (collectively “Personal Property”) located on or used in the operations of or relating to the Real Properties, as listed production on Schedule 1.1(c) (collectively, “Tenant Leases”)the Property described on Exhibit D entitled Personal Property Transferred; (d) All fuel fixtures natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate products, crude oil and equipment now attached other hydrocarbons, whether gaseous or liquid, produced from or allocable to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in Property after the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) Effective Date (collectively, the “Fuel EquipmentHydrocarbons”); (e) All planscontracts, specificationspermits, construction documentsroad use agreements, blueprintsrights-of-way, real estate easements, licenses, servitudes and agreements relating to the Property, Personal Property and Xxxxx, or the ownership or operation thereof, or the production, treatment, sale, storage or disposal of the Hydrocarbons, water, or substances associated therewith, together with all rights, obligations, privileges, and benefits of Seller hereunder (“Applicable Contracts”) arising on or after the Effective Date described on Exhibit E entitled Applicable Contracts Transferred; (f) Originals (if in the possession of Seller or its affiliates, and with a set of copies to be maintained by Seller) of all of the files, environmental studies records, information and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining materials relating to the business conducted Property, Xxxxx, Personal Property, Hydrocarbons and Applicable Contracts, owned by Sellers at each Location), Seller and government compliance files in any Seller’s possession which Seller is not prohibited from transferring to Buyer by law or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties existing contractual relationship (collectively, “Records”), including, without limitation: (i) lease, land and title records (including abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (“Land Files”), (ii) the Applicable Contracts; (iii) geophysical, geological, engineering and other technical data, if any, relating to the Xxxxx and Property; and (iv) all well, environmental, and production files (the “Books and RecordsWell Files”); (fg) Rights to proceeds from any state petroleum storage tank fund for claims relating to a LocationAll franchises, except those licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities that relate to Remedial Measures the Property or the ownership or operation of any thereof (as defined in Section 8.7 below“Permits”) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”)described on Exhibit F entitled Permits Transferred; and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress;and (h) The rights of first refusal and/or purchase options Property, Xxxxx, Personal Property, Hydrocarbons, Applicable Contracts, Records, and Permits, are hereinafter collectively referred to as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and OptionsAssets.”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the Locations.

Assets to be Sold. On (a) Subject to the terms and subject to the conditions set forth in this Agreementherein, at Closing, Sellers Seller shall sell, transfer and assign to Purchaserassign, and Purchaser Buyer shall purchase purchase, pay for and receive from each Seller receive, all of each Seller’s right, title and interest in and to the following propertiesfollowing, assets save and except the Excluded Assets: (i) the oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights related and options, operating rights and other interests in land described or referred to or used or held for use in connection Exhibit “A”, together with the Locations as the same may exist as all of ClosingSeller’s other rights, except titles and interests in and to the extent they are Excluded Assets above-described properties (collectively, the “AssetsLeases”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings lands, leases and improvements erected thereon minerals that may be allocated to, pooled, unitized or communitized with any of the Leases, together with a corresponding part of all oil and any easementsgas pooling and unitization agreements, rights-of-way or usedeclarations, privileges, licenses, variances, non-conforming use rights, development rights designations and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring orders relating to the benefit of Leases (such parcel of land and any and all rightpooled or unitized areas being, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real PropertiesUnits”); (ii) Any real property leasesany and all oil and gas xxxxx, including salt water disposal xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units, together with all rights of Seller’s other rights, titles and interests of any Seller under any ground lease, with a Seller as lessee in and a third party, unaffiliated with any Seller, as lessor (to the “Purchased Leases”) more particularly above-described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), xxxxx and Units (collectively, the “Purchased Leased Real Properties” andXxxxx”), together with the Purchased Owned Real Propertiesincluding, the without limitation, those Xxxxx identified on Exhibit “Real PropertiesA”); (biii) All buildings all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other improvementsrights or agreements related to the use of the surface and subsurface, together in each case to the extent used in connection with the exploration, development or operation of the Leases, Units or Xxxxx, including, without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, equipmentflowlines, car wash equipmentgathering lines, heatingmaterials, plumbingimprovements, electricalworkover rigs, lightingSCADA hardware and software and any other personal property located on or used in the exploration, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at development or operation of the Locations Leases, Units or Xxxxx (collectively, the “Tangible Personal Property”); (cv) The leases all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other agreements with tenants of hydrocarbons, whether gaseous or liquid (the Real Properties“Hydrocarbons”), as listed on Schedule 1.1(c) produced and saved from, or allocable to, the Leases, Units or Xxxxx from and after the Effective Time (collectively, the “Tenant LeasesSale Hydrocarbons”); (dvi) to the extent transferable and not including the Leases, all licenses, permits, contracts, pooling, unitization and communitization agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, rental agreements, equipment lease agreements and all other agreements of any kind or nature, whether recorded or unrecorded relating to the Assets, including, without limitation, those agreements identified in Schedule 1.1(a)(vi), (the “Contracts”); (vii) all original records, books, files, lease files, land files, abstracts, title opinions, production records, well files, accounting records, seismic records and surveys, gravity maps, electronic logs, geological or geophysical data and records, and other records, books, files, documents and data (whether tangible, electronic, or in any other medium or format) of every kind and description, directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, Personal Property, Imbalances and the interests described in subpart (ix) below in the possession, or within the reasonable control, of Seller, including, without limitation, any engineering, geophysical and geological reports, Seller’s proprietary log data and Seller’s behind pipe potential analysis, and other technical data, regulatory filings, magnetic tapes, interpretations and other analysis, royalty and accounting records, and other books, records and files that relate to the Assets (the “Records”); provided, however, that Seller may keep, at Seller’s expense, copies of the Records, subject to the confidentiality obligations set forth in Section 11.10 below; (viii) all Imbalances (as defined in Section 11.1) as of the Effective Time, and all Hydrocarbons produced prior to the Effective Time from, or allocable to, the Leases, Units and Xxxxx, but in storage or upstream of the applicable sales meter at the Effective Time (the “Stock Hydrocarbons”), together with all accounts receivable with respect thereto; and (ix) all geological and geophysical data relating to the Assets, excluding data that is interpretive in nature and data which cannot be transferred without the payment to any third party; provided, that Seller will cooperate with Buyer to obtain any such transfer-restricted data at the sole expense of Buyer, including but not limited to maps, proprietary and non-proprietary logs, behind pipe analysis, magnetic tapes, raw and processed and reprocessed data, field data, stack and migrated versions of the data, as well as all support data thereto, including digital shotpoint, receiver, and bin center locations, stacking velocities, surveying and shothole drilling information and any other information relating to seismic data; provided, however, that Buyer’s right with respect to any licensed or third party geological and geophysical data acquired as part of the Assets shall be limited, in each case, to the extent such data may be assigned without the payment of any fee (unless paid by Buyer), and to the extent the disclosure of such data is not restricted by the terms of any confidentiality, license or similar agreement. Any such data conveyed hereunder shall be subject to all the terms and conditions of any valid and existing third-party license or similar agreement relating to such data. Seller shall have no obligation to pay any fee or other consideration in order to assign any data to Buyer. (x) All fuel fixtures rights of Seller in that certain office lease dated September 4, 2012, by and equipment now attached to between Garfield Business Center, LLC, as lessor, and Seller, as lessee, covering certain leased premises located at Xxxxx 000X, 0000 X. Xxxxxxxx Street, Midland, Texas 79705 but expressly excluding all office furniture, personal equipment, fixtures, inventory and improvements owned, leased, rented or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Propertiessuch office, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business provided that consent to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”)assign is obtained prior to Closing; (exi) All plansof Seller’s right, specificationstitle and interest derived from that certain Asset Purchase Agreement dated September 25, construction documents2012, blueprintsbetween Petro Canyon Energy, real estate filesLLC and Double Eagle Development, environmental studies LLC, as seller, and reportsXxxxxxxx Oil & Gas, inspection reportsLP, surveysas buyer (the “RCVC Agreement”) pursuant to which Xxxxxxxx acquired an electronic database of the public records of Xxxxxx County, underground storage tank registrations Texas provided that consent to assign is obtained prior to Closing and reports, financial records that Buyer pays Seller an additional Six Hundred Thousand Dollars (which shall consist of copies of such records for the past year and subsequent periods pertaining $600,000.00) as an upward adjustment to the business conducted by Sellers Purchase Price at each Location)Closing. All such Leases, Units, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Contracts, Records, Stock Hydrocarbons and government compliance files other assets described above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset.” (b) The risk of loss and transfer of possession and control of the Assets shall occur and be made at Closing, but for certain accounting and price adjustments, as well as for allocating certain liabilities, described in any Seller’s possession or control now or this Agreement, as between Seller and Buyer, transfer of ownership and title to the Assets shall be made effective as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the LocationsTime.

Assets to be Sold. (a) On the terms and subject to the conditions set forth in of this Agreement, at Closingon the Closing Date, Sellers Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and assign convey to PurchaserBuyer, and Purchaser Buyer shall purchase from Seller, International Subsidiary and receive from each Seller all of each Seller’s rightits Affiliates, title and interest in and to the following properties, assets and rights related to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the “Assets”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and all right, title and interest of the Seller Seller, International Subsidiary and its Affiliates in and to any land lying in the bed following assets, free and clear of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted all Encumbrances (collectively, the “Purchased Owned Real PropertiesAssets”)): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) Any real property leasesall customer lists, including historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights and interests of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller under any ground leaseto the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Purchased LeasesAssigned Contracts”) more particularly described on Schedule 1.1(a)(ii)and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, covering if any, relating to periods after the Locations more particularly described on Schedule 1.1(a)(ii)Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (collectivelyv) all claims, causes of action and other legal rights and remedies, whether or not known as of the “Closing, relating to the ownership of the above-listed Purchased Leased Real Properties” andAssets, together but excluding claims against Buyer with respect to the Purchased Owned Real Properties, the “Real Properties”);transactions contemplated herein. (b) All buildings There is excluded from the sale and other improvements, together with purchase contemplated by this Agreement all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a assets of Seller and now situated at its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Locations (collectivelyPurchased Assets, including without limitation, the “Tangible Personal Property”);Excluded Assets. (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”); (e) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which US Buyer shall consist of copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and purchase any and all related trademarks US Assets hereunder and trade dress; (h) Global Buyer shall purchase any and all Global Assets hereunder. The rights US Buyer shall have the right, but not the obligation, to designate one or more of first refusal and/or its Subsidiaries to purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or otherwise relating to become the operation employer of any Accepting Employees, in which case the Locationsterm “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. On the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers Seller shall sell, transfer transfer, grant, and assign, or cause others to sell, transfer, grant and assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and receive from each Seller all of each Seller’s rightrights, title title, and interests (but exclusive of the equipment, machinery, and other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.3 hereof) in and to the following: (a) The oil, gas and mineral leases and/or deeds, operating rights, working interests, net revenue interests and mineral interests described in Exhibit “A,” and further including any renewals, extensions, ratifications and amendments to such leases and/or deeds or interests, or portions of same (collectively, the “Leases”), together with all oil and gas unitization, pooling and/or communitization agreements, declarations, designations and/or orders relating to the Leases and statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as they relate to the Leases, and all of Seller’s interest in and to the following properties, assets and rights related to properties covered or used or held for use in connection with the Locations as the same may exist as of Closing, except units created thereby to the extent they are Excluded Assets attributable to the Leases (collectively, the “Assets”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and all right, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real PropertiesUnits”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”);. (b) All buildings Any and all oil and gas xxxxx, salt water disposal xxxxx, injection xxxxx and other improvementsxxxxx and wellbores, together with all machinerywhether abandoned, fixturesnot abandoned, equipmentplugged or unplugged, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at located on the Locations (collectively, Leases or within the “Tangible Personal Property”); (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to Units or used in connection with the Purchased Owned Real Properties and Purchased Leased Real PropertiesLeases or Units (collectively, including without limitation all petroleum pumps and dispensersthe “Xxxxx”). (c) All buildings, underground and aboveground fuel storage structures, facilities, foundations, wellheads, tanks, canopiespumps, fuel compressors, separators, casing, tubing, pumps, motors, gauges, valves, heaters, treaters, gathering lines, fittings gas lines, water lines, vessels, boilers, equipment, machinery, fixtures, flowlines, materials, improvements, and connections any other real, personal, immovable and mixed property located on or near the Leases or Units and currently or formerly used in the ordinary course operation of, or relating to the in-field production, treatment, sale, or disposal of business Hydrocarbons (as hereinafter defined), water, and associated substances produced from, the Leases, or the Units (collectively, the “Personal Property”). (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous or liquid (“Hydrocarbons”), produced and severed from, or allocable, after severance, to receivethe Leases, store and/or dispense fuels the Units, the Xxxxx or the Contracts (as described hereinafter defined) on Schedule 1.1(dand after the Effective Date (as defined in Section 2.6) (collectively, the “Fuel EquipmentSale Hydrocarbons”);. (e) All plansTo the extent transferable, specificationsall contracts, construction documentspermits, blueprintsrights-of-way, real estate fileseasements, environmental studies servitudes, surface leases, subsurface use agreements, licenses, pooling agreements, operating agreements, processing agreements, division orders, farm-in and reportsfarm-out agreements, inspection reportsand other agreements of any kind or nature, surveys, underground storage tank registrations whether recorded or not (including but not limited to those described on Exhibit “A”) INSOFAR ONLY as they directly relate and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining are attributable to the business conducted by Sellers at each Location)Leases, and government compliance files in any Seller’s possession Units, the production from either or control now both, Xxxxx or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations Personal Property or the Sellers’ operations at ownership or operation thereof, or the Real Properties production, treatment, sale, transportation, gathering, storage or disposal of Sale Hydrocarbons, water, or substances associated therewith (collectively, the “Books and RecordsContracts”);. The Contracts shall include, but not be limited to the Aneth Gas Plant Joint Operating Agreement dated December 31, 1986, as further described in Exhibit “A”. (f) Rights All rights and obligations attributable to proceeds from Production Imbalances and Assigned Pipeline Imbalances , if any state petroleum storage tank fund for claims (the “Assigned Imbalances”). (g) Records or copies thereof, relating to a Locationthe Leases, except those that relate Units, Xxxxx, Sale Hydrocarbons, Contracts and Personal Property, in the possession of Seller (the “Records”), but excluding any records which (i) Seller is prohibited from transferring to Remedial Measures Buyer by law or existing contractual relationship, or (ii) which constitute Excluded Assets (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”1.3); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress;. (h) The All surface use rights in and to that certain 24.26 acre parcel of first refusal and/or purchase options as listed on land (the “Aneth Compressor and Gathering Site”) described more particularly by metes and bounds in the attached Schedule 1.1(h) (collectively), including ingress and egress rights to said parcel over, across and through the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (Aneth Plant Site that is excluded from the “Mountain View Supply Agreement”); and (j) All other assets of SellersAssets, and rightsincluding personal property and associated contractual rights and obligations, claimsall pipelines, causes of actiongathering lines, judgments compressors and warranties (express or impliedassociated equipment and facilities located on said 24.26 acre parcel and described on Schedule 1.1(h) to be used in favor of the Sellers, relating to any or all of the Assets or otherwise relating to connection with the operation of what remains of the LocationsAneth Plant and gathering system. All such Leases, Units, Xxxxx, Personal Property, Sale Hydrocarbons, Contracts, Assigned Imbalances, Records and other facilities are hereinafter individually referred to as an “Asset” or collectively referred to as the “Assets.”

Assets to be Sold. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and assign deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and receive acquire from each Seller Seller, free and clear of any Encumbrances other than Permitted Encumbrances and the Assumed Liabilities Escrow, all of each Seller’s 's right, title and interest in and to all of Seller's property and assets, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following properties, assets (but excluding the Real Property and rights related to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are other Excluded Assets (collectively, the “Assets”referred to in Section 2.2): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and all right, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real Properties”); (ii) Any real property leasesTangible Personal Property, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly those items described on in Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”2.1(a); (b) All buildings and other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “Tangible Personal Property”)Inventories; (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”)all Accounts Receivable; (d) All fuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Propertiesall Seller Contracts, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used those listed in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”3.14(a); (e) All plansall Governmental Authorizations and all pending applications therefore or renewals thereof, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining in each case to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely extent transferable to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”)Buyer; (f) Rights all data and Records related to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date operations of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” all of the intangible rights and “Pure Java the Original Energy Drink” property of Seller, excluding "Highway-Flyway" Intellectual Property Assets which are owned by Xxx Xxxxxx and Xxxxx Xxxxxx individually, but including all derivatives thereofother Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and any e-mail addresses and all related trademarks listings and trade dressthose items listed in Schedules 3.19(b), (c), (d), (e) and (g); (h) The rights all claims of first refusal and/or purchase options as Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed on the attached in Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”2.1(h); and (ji) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(f) and that are not excluded under Section 2.2(h). All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating property and assets to any or all of be transferred to Buyer hereunder are herein referred to collectively as the Assets or otherwise relating to the operation of the Locations"Assets."

Assets to be Sold. On Subject to the terms and subject to conditions of this Agreement, and in reliance upon the conditions representations, warranties, covenants and agreements of the Parties set forth in this Agreement, at Closing, Sellers shall Seller hereby agrees to sell, transfer and assign to Purchaserassign, transfer, and Purchaser shall convey to Buyer at the Closing (as defined in Section 2.4), and Buyer agrees to purchase and receive accept from each Seller at the Closing all of each Seller’s right, title the assets owned and interest in and to the following properties, assets and rights related to or used or held for use by Seller in connection with the Locations as Business, other than the same may exist as of Closing, except to the extent they are Excluded Assets (collectivelyas defined in Section 1.2), (the “"Assets”): (a") The following real property and interest thereinincluding, but not limited to: (i) Any real all furnishings, furniture, machinery, equipment, supplies, and other personal property owned (collectively the "Tangible Property") including, without limitation, the Tangible Property identified in Schedule 1.1(i) and intellectual property rights ("Intellectual Property"); (ii) all licenses, permits, certificates, consents, approvals, waivers and other authorizations, whether issued or granted by a Seller comprising the Locations more particularly described on any governmental authority or by any other person, if any, set forth in Schedule 1.1(a)(i1.1(ii), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and extent transferable (collectively the "Licenses"); (iii) all rightinventory at the Facility (the "Inventory") determined as set forth in Section 1.3; (iv) all rights, title and interest of the Seller in and to any land lying all real property leases, including, without limitation, Seller's right, title and interest in and to all structures, fixtures and improvement, for the bed Facility; (v) all rights of any highwaythe Seller in, streetto and under the contracts, road or avenuelicenses, opened or proposedcommitments, abutting or adjoining such parcels purchase orders, sales orders and other agreements of landthe Seller; (vi) all business records, subject only files, invoices, contracts, supplier lists, consultants' reports, budgets and projections and other similar data relating to the Permitted Encumbrances Business, all files and records pertaining to employees employed at the Facility, employee benefit plans, all labor and employment agreements, and all other records necessary for the continuing operation of the Facility; (collectivelyvii) all stationary, purchase orders, forms, labels, shipping material, catalogues, sales literature, art work, photographs and advertising and promotional literature and other selling materials owned by the “Purchased Owned Real Properties”Seller; (viii) all assets of the foregoing nature purchased or acquired by Seller between the date hereof and the Closing Date (as defined in Section 2.4); (iiix) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any in Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (b) All buildings and other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning 's equipment (excluding Fuel Equipment) owned by a Seller and now situated leases for equipment located at the Locations (collectively, the “Tangible Personal Property”); (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to Facility or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”); (e) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” Business and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”)service contracts for such equipment leases; and (jx) All other assets of Sellers, all rights to support and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating maintenance contracts related to the operation of the LocationsFacility.

Assets to be Sold. On the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers shall sell, transfer and assign to Purchaser, and Purchaser shall purchase and receive from each Seller all of each Seller’s right, title and interest in and to the following properties, assets and rights related to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the “Assets”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i1.1(a) (i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and all right, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real Properties”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii1.1(a) (ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (b) All buildings and other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “Tangible Personal Property”); (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”); (e) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the Locations.1.1

Assets to be Sold. On (a) Subject to the terms and subject to the conditions set forth in this Agreementherein, at Closing, Sellers Seller shall sell, transfer and assign to Purchaserassign, and Purchaser Buyer shall purchase purchase, pay for and receive from each Seller receive, all of each Seller’s right, title and interest in and to the following propertiesfollowing, assets save and except the Excluded Assets: (i) the oil and gas leases, oil, gas and mineral leases, fee mineral interests, royalty interests, non-working and carried interests, operating rights related and other interests in land described or referred to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets Exhibit “A” (collectively, the “AssetsLeases”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings oil and improvements erected thereon gas pooling and any easementsunitization agreements, rights-of-way or usedeclarations, privileges, licenses, variances, non-conforming use rights, development rights designations and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring orders relating to the benefit of Leases (such parcel of land and any and all rightpooled or unitized areas being, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real PropertiesUnits”); (ii) Any real property leasesany and all oil and gas xxxxx, including all rights salt water disposal xxxxx, injection xxxxx and interests of any Seller under any ground leaseother xxxxx and wellbores, with a Seller as lessee and a third partywhether abandoned, unaffiliated with any Sellernot abandoned, as lessor (plugged or unplugged, located on the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering Leases or within the Locations more particularly described on Schedule 1.1(a)(ii), Units (collectively, the “Purchased Leased Real Properties” andXxxxx”), together with the Purchased Owned Real Propertiesincluding, the without limitation, those Xxxxx identified on Exhibit “Real PropertiesA”); (biii) All buildings all easements, rights-of-way, servitudes, fee lands, surface and subsurface lease agreements, surface use agreements and other improvementsrights or agreements related to the use of the surface and subsurface, together in each case to the extent used in connection with the operation of the Leases, Xxxxx and Units, including without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, equipmentflowlines, car wash equipmentgathering lines, heatingmaterials, plumbingimprovements, electricalvehicles and rolling stock, lightingworkover rigs, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at any other personal property located on or used in the Locations operation of the Leases, Units or Xxxxx, including, without limitation, the personal property described on Exhibit “G” (collectively, the “Tangible Personal Property”); (cv) The leases all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other agreements with tenants of hydrocarbons, whether gaseous or liquid (the Real Properties“Hydrocarbons”), as listed on Schedule 1.1(c) produced and saved from, or allocable to, the Leases and Xxxxx from and after the Effective Time (collectively, the “Tenant LeasesSale Hydrocarbons”); (dvi) All fuel fixtures to the extent transferable, all licenses, permits, contracts, pooling, unitization and communitization agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, rental agreements, equipment now attached lease agreements and all other agreements of any kind or nature, whether recorded or unrecorded, including, without limitation, those agreements identified in Schedule 1.1(a)(vi), BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or used in connection with are attributable to the Purchased Owned Real Properties and Purchased Leased Real PropertiesLeases, including without limitation all petroleum pumps and dispensersUnits, underground and aboveground fuel storage tanksXxxxx, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectivelySurface Interests or Personal Property, the ownership or operation thereof, or the production, treatment, sale, transportation, gathering, storage, sale or disposal of Sale Hydrocarbons, water or other substances produced therefrom or associated therewith (the “Fuel EquipmentContracts”); (evii) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining directly relating to the business conducted by Sellers at each Location)Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, and government compliance files Personal Property in any Seller’s the possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties Seller (collectively, the “Books and Records”); (fviii) Rights all Imbalances as of the Effective Time, and all Hydrocarbons produced prior to proceeds the Effective Time from any state petroleum the Leases, Units and Xxxxx, but in storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location upstream of the applicable sales meter at the Effective Time (the “Fund ProceedsStock Hydrocarbons”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and , together with all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”)accounts receivable with respect thereto; and (jix) all of Seller’s membership interests in Cotton Valley Compression, L.L.C., a Delaware limited liability company. All such Leases, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Contracts, Records and other assets of Sellersdescribed above are hereinafter collectively referred to as the “Assets” or, and rightswhen used individually, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the Locationsan “Asset.”

Assets to be Sold. On the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers Seller shall sell, transfer transfer, grant, and assign, or cause others to sell, transfer, grant and assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and receive from each Seller all of each Seller’s rightrights, title title, and interests (but exclusive of the equipment, machinery, and other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.3 hereof) in and to the following: (a) The oil, gas and mineral leases and/or deeds, operating rights, working interests, net revenue interests and mineral interests described in Exhibit “A,” and further including any renewals, extensions, ratifications and amendments to such leases and/or deeds or interests, or portions of same (collectively, the “Leases”), together with all oil and gas unitization, pooling and/or communitization agreements, declarations, designations and/or orders relating to the Leases and statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as they relate to the Leases, and all of Seller’s interest in and to the following properties, assets and rights related to properties covered or used or held for use in connection with the Locations as the same may exist as of Closing, except units created thereby to the extent they are Excluded Assets attributable to the Leases (collectively, the “Assets”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and all right, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real PropertiesUnits”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”);. (b) All buildings Any and all oil and gas wxxxx, salt water disposal wxxxx, injection wxxxx and other improvementswxxxx and wellbores, together with all machinerywhether abandoned, fixturesnot abandoned, equipmentplugged or unplugged, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at located on the Locations (collectively, Leases or within the “Tangible Personal Property”); (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to Units or used in connection with the Purchased Owned Real Properties and Purchased Leased Real PropertiesLeases or Units (collectively, including without limitation all petroleum pumps and dispensersthe “Wxxxx”). (c) All buildings, underground and aboveground fuel storage structures, facilities, foundations, wellheads, tanks, canopiespumps, fuel compressors, separators, casing, tubing, pumps, motors, gauges, valves, heaters, treaters, gathering lines, fittings gas lines, water lines, vessels, boilers, equipment, machinery, fixtures, flowlines, materials, improvements, and connections any other real, personal, immovable and mixed property located on or near the Leases or Units and currently or formerly used in the ordinary course operation of, or relating to the in-field production, treatment, sale, or disposal of business Hydrocarbons (as hereinafter defined), water, and associated substances produced from, the Leases, or the Units (collectively, the “Personal Property”). (d) All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous or liquid (“Hydrocarbons”), produced and severed from, or allocable, after severance, to receivethe Leases, store and/or dispense fuels the Units, the Wxxxx or the Contracts (as described hereinafter defined) on Schedule 1.1(dand after the Effective Date (as defined in Section 2.6) (collectively, the “Fuel EquipmentSale Hydrocarbons”);. (e) All plansTo the extent transferable, specificationsall contracts, construction documentspermits, blueprintsrights-of-way, real estate fileseasements, environmental studies servitudes, surface leases, subsurface use agreements, licenses, pooling agreements, operating agreements, processing agreements, division orders, farm-in and reportsfarm-out agreements, inspection reportsand other agreements of any kind or nature, surveys, underground storage tank registrations whether recorded or not (including but not limited to those described on Exhibit “A”) INSOFAR ONLY as they directly relate and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining are attributable to the business conducted by Sellers at each Location)Leases, and government compliance files in any Seller’s possession Units, the production from either or control now both, Wxxxx or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations Personal Property or the Sellers’ operations at ownership or operation thereof, or the Real Properties production, treatment, sale, transportation, gathering, storage or disposal of Sale Hydrocarbons, water, or substances associated therewith (collectively, the “Books and RecordsContracts”);. The Contracts shall include, but not be limited to the Aneth Gas Plant Joint Operating Agreement dated December 31, 1986, as further described in Exhibit “A”. (f) Rights All rights and obligations attributable to proceeds from Production Imbalances and Assigned Pipeline Imbalances , if any state petroleum storage tank fund for claims (the “Assigned Imbalances”). (g) Records or copies thereof, relating to a Locationthe Leases, except those that relate Units, Wxxxx, Sale Hydrocarbons, Contracts and Personal Property, in the possession of Seller (the “Records”), but excluding any records which (i) Seller is prohibited from transferring to Remedial Measures Buyer by law or existing contractual relationship, or (ii) which constitute Excluded Assets (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”1.3); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress;. (h) The All surface use rights in and to that certain 24.26 acre parcel of first refusal and/or purchase options as listed on land (the “Aneth Compressor and Gathering Site”) described more particularly by metes and bounds in the attached Schedule 1.1(h) (collectively), including ingress and egress rights to said parcel over, across and through the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (Aneth Plant Site that is excluded from the “Mountain View Supply Agreement”); and (j) All other assets of SellersAssets, and rightsincluding personal property and associated contractual rights and obligations, claimsall pipelines, causes of actiongathering lines, judgments compressors and warranties (express or impliedassociated equipment and facilities located on said 24.26 acre parcel and described on Schedule 1.1(h) to be used in favor of the Sellers, relating to any or all of the Assets or otherwise relating to connection with the operation of what remains of the LocationsAneth Plant and gathering system. All such Leases, Units, Wxxxx, Personal Property, Sale Hydrocarbons, Contracts, Assigned Imbalances, Records and other facilities are hereinafter individually referred to as an “Asset” or collectively referred to as the “Assets.”

Assets to be Sold. On Upon the terms and subject to the conditions set forth in this Agreement, at Closingthe Closing (as defined in Section 1.6 below), Sellers Seller shall sell, convey, assign, transfer and assign deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and receive acquire from each Seller Seller, free and clear of any charge, claim, equitable interest, lien, option, pledge, security interest, mortgage, encroachment, or restriction of any kind (an "ENCUMBRANCE"), other than any Encumbrance identified on ANNEX A as acceptable to Buyer (a "PERMITTED ENCUMBRANCE"), all of each Seller’s right's property and assets, title personal or mixed, tangible and interest intangible, of every kind and description, wherever located, belonging to Seller and used in the conduct of the Seller's private investigations and to security consulting business (the "BUSINESS"), including the following properties, assets and rights related to or used or held for use in connection with (but excluding the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the “Assets”): (a) The following real all equipment, furniture, office equipment, computer hardware, supplies, materials, vehicles, and other items of tangible personal property and interest therein: (iother than inventory) Any real property of every kind owned or leased by a Seller comprising (the Locations more particularly described on Schedule 1.1(a)(i"TANGIBLE PERSONAL PROPERTY"), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and all right, title and interest of the Seller including those items described in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real Properties”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”SCHEDULE 2.7(B); (b) All buildings all trade accounts receivable and all other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment accounts or notes receivable of Seller (excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “Tangible Personal Property”"ACCOUNTS RECEIVABLE"); (c) The leases and other agreements with tenants any oral or written contracts or agreement (i) under which Seller has or may acquire any rights or benefits, (ii) under which Seller has or may become subject to any obligation or liability, or (iii) by which Seller or any of the Real PropertiesAssets is or may become bound (any such contract or agreement, as a "SELLER CONTRACT"), including those Seller Contracts listed on Schedule 1.1(c) (collectively, “Tenant Leases”)SCHEDULE 2.14; (d) All fuel fixtures all Governmental Authorizations (as defined in SECTION 2.11(B)) and equipment now attached all pending applications therefor or renewals thereof, in each case to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business extent transferable to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”)Buyer; (e) All plansall data and records related to the operations of Seller, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such all records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files referenced in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”)SECTION 1.2(E) below; (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Locationall of the intangible rights and property of Seller, except those that relate to Remedial Measures including the Intellectual Property Assets (as defined in Section 8.7 belowSECTION 2.16) previously paid for and the Proprietary Assets (as defined in SECTION 2.16), going concern value, goodwill, telephone, telecopy, and e-mail addresses, websites, domain names, and listings including the name "Facticon," abbreviations thereof, and Facticon, Inc., or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location any previous name or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done names utilized by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” all insurance benefits, including rights and “Pure Java proceeds, arising from or relating to the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dressAssets prior to the Closing Date; (h) The rights all claims of first refusal and/or purchase options as listed on Seller against third parties relating to the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”)Assets; (i) The Motor Fuel Supply Agreement all cash and cash equivalents and all securities and short term investments, provided however, the parties agree that any such cash and/or cash equivalents will be used to satisy any State tax liens filed upon the Seller priot to Closing; (Brandedj) dated April 15all rights of Seller relating to deposits and prepaid expenses, 2011, by claims for refunds and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”rights to offset in respect thereof which are not excluded under SECTION 1.2(F); and (jk) All all other properties and assets of Sellersevery kind, character and rightsdescription, claimstangible or intangible, causes of actionevery kind and description, judgments and warranties (express owned by Seller, whether or implied) in favor not similar to the items specifically set forth above. All of the Sellersproperty and assets to be transferred to Buyer hereunder are referred to collectively as the "ASSETS". Notwithstanding the foregoing, relating to any or all the transfer of the Assets pursuant to this Agreement will not include the assumption of any liability or otherwise relating obligation in respect thereof unless the Buyer expressly assumes such liability or obligation pursuant to the operation of the LocationsSECTION 1.4(A).

Assets to be Sold. On the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers (a) Seller shall sell, transfer and assign to Purchaserassign, and Purchaser Buyer shall purchase purchase, pay for and receive from each Seller receive, all of each Seller’s right, title and interest in and to the following propertiesfollowing, assets save and except the Excluded Assets: (i) the oil and gas leases, oil, gas and mineral leases, fee mineral interests, royalty interests, non-working and carried interests, operating rights related and other interests in land described or referred to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets Exhibit “A” (collectively, the “AssetsLeases”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings oil and improvements erected thereon gas pooling and any easementsunitization agreements, rights-of-way or usedeclarations, privileges, licenses, variances, non-conforming use rights, development rights designations and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring orders relating to the benefit of Leases (such parcel of land and any and all rightpooled or unitized areas being, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real PropertiesUnits”); (ii) Any real property leasesany and all oil and gas wxxxx, including all rights salt water disposal wxxxx, injection wxxxx and interests of any Seller under any ground leaseother wxxxx and wellbores, with a Seller as lessee and a third partywhether abandoned, unaffiliated with any Sellernot abandoned, as lessor (plugged or unplugged, located on the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering Leases or within the Locations more particularly described on Schedule 1.1(a)(ii), Units (collectively, the “Purchased Leased Real Properties” andWxxxx”), together including, without limitation, those Wxxxx identified on Exhibit “A”; (iii) all easements, rights-of-way, servitudes, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the use of the surface and subsurface, in each case to the extent used in connection with the Purchased Owned Real Propertiesoperation of the Leases, Wxxxx and Units, including without limitation those rights and interests described or referred to in Exhibit “B” (the “Real PropertiesSurface Interests”); (biv) All buildings and other improvementsall structures, together with all facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, equipmentflowlines, car wash equipmentgathering lines, heatingmaterials, plumbingimprovements, electricalSCADA hardware and software and any other personal property located on and currently used in the operation of the Leases, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at the Locations Units or Wxxxx (collectively, the “Tangible Personal Property”); (cv) The leases all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other agreements with tenants of hydrocarbons, whether gaseous or liquid (the Real Properties“Hydrocarbons”), as listed on Schedule 1.1(c) produced and saved from, or allocable to, the Leases and Wxxxx from and after the Effective Time (collectively, the “Tenant LeasesSale Hydrocarbons”); (dvi) All fuel fixtures to the extent transferable, all licenses, permits, contracts, pooling, unitization and communitization agreements, operating agreements, processing agreements, farm-in and farm-out agreements, rental agreements, equipment now attached lease agreements and all other agreements of any kind or nature, whether recorded or unrecorded, including, without limitation, those agreements identified in Schedule 1.1(a)(vi), BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or used in connection with are attributable to the Purchased Owned Real Properties and Purchased Leased Real PropertiesLeases, including without limitation all petroleum pumps and dispensersUnits, underground and aboveground fuel storage tanksWxxxx, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectivelySurface Interests or Personal Property, the ownership or operation thereof, or the production, treatment, sale, transportation, gathering, storage, sale or disposal of Sale Hydrocarbons, water or other substances produced therefrom or associated therewith (the “Fuel EquipmentContracts”); (evii) All plansoriginal records in the possession of Seller and directly relating to the Leases, specificationsSurface Interests, construction documentsWxxxx, blueprintsSale Hydrocarbons, real estate filesContracts, environmental studies and reports, inspection reports, surveys, underground storage tank registrations Personal Property and reports, financial records (which shall consist of copies of such all accounting records in the possession of Seller and directly relating to the Leases, Surface Interests, Wxxxx and Sale Hydrocarbons for the past year immediately preceding three calendar years and subsequent periods pertaining to for the business conducted by Sellers at each Location)period from January 1, and government compliance files in any Seller’s possession or control now or 2005 through the Effective Time (the “Records”) and; (viii) all Imbalances as of the Closing related solely Effective Time, and all Hydrocarbons produced prior to any buildings the Effective Time from the Leases, Units and improvements Wxxxx, but in storage or upstream of the applicable sales meter at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location Effective Time (the “Fund ProceedsStock Hydrocarbons”); . All such Leases, Wxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Contracts, Records and (ii) condemnation proceeds relating other assets described above are hereinafter collectively referred to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and OptionsAssets” or, when used individually, an “Asset.”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the Locations.

Assets to be Sold. On the terms 1.1.1 Seller shall sell, transfer, and subject assign, or cause others to the conditions set forth in this Agreement, at Closing, Sellers shall sell, transfer and assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and receive from each Seller all of each Seller’s rightrights, title title, and interest interests (including without limitation those interests specified on the Exhibits referenced below but exclusive of the personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.2 hereof) in and to the following propertiesfollowing: a) the oil and gas leases (including, assets without limitation, working interests, royalty interests, overriding royalty interests, net profits interest and rights related to any other interest in or used affecting same whether described or held for use not) described in connection with the Locations as the same may exist as of ClosingExhibit A, except to the extent they are Excluded Assets Schedule 1 (collectively, the “AssetsLeases”): (a) The following real property ), and interest therein: (i) Any real property owned by a Seller comprising with respect to the Locations more particularly described on Schedule 1.1(a)(i)lands affected thereby, together with any pooled or unitized acreage located in whole or in part upon each Lease (the “Units”); b) any and all buildings oil and improvements erected thereon gas xxxxx, salt water disposal xxxxx, injection xxxxx and other xxxxx and wellbores located on, and all working interests and net revenue interests therein, whether abandoned, not abandoned, plugged or unplugged, located on the Leases, including but not limited to those listed on Exhibit A, Schedule 2 (collectively, the “Xxxxx”); c) all structures, facilities, foundations, wellheads, tanks, pumps, compressors, separators, heater treaters, valves, fittings, equipment, machinery, fixtures, flowlines, pipelines, platforms, tubular goods, materials, tools, supplies, improvements, and any easementsother real, personal, immovable and mixed property located on, used in the operation of, or relating to the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling or disposal of hydrocarbons, water, and associated substances produced or drained from or attributable to the Leases or the Units as listed on Exhibit A, Schedules 3 and 4 (the “Facilities”); d) all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous or liquid, produced or drained from or allocable to the Assets (as hereinafter defined) on and after the Effective Date (the “Hydrocarbons”); e) to the extent transferable, all contracts, permits, rights-of-way way, easements, licenses and authorizations as well as any applications for same, servitudes, transportation agreements, pooling agreements, operating agreements, gas balancing agreements, participation and processing agreements, confidentiality agreements, side letter agreements and any other agreement, document or useinstrument listed on Exhibit A, privilegesSchedules 5 and 6 INSOFAR ONLY as they directly relate and are attributable to the Leases, licensesUnits, variancesXxxxx, Hydrocarbons, or Facilities or the contractual and wellbore rights thereon or therein or the ownership or operation thereof, or the production, treatment, non-conforming use rightsregulated transportation, development rights and approvalsgathering, zoning rights and approvalsmarketing, hereditamentssale, appurtenancesprocessing, interests and other rights belonging to handling disposal, storage or inuring to the benefit transportation of such parcel of land and any and all righthydrocarbons, title and interest of the Seller in and to any land lying in the bed of any highwaywater, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real Properties”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor substances associated therewith (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (b) All buildings and other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “Tangible Personal Property”); (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”); (e) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply AgreementAssumed Contracts”); and (jf) All other assets of Sellersfiles, data and records relating to the Leases, Units, Xxxxx, Facilities, Hydrocarbons, and rightsAssumed Contracts in the possession of Seller (the “Records”) and including as follows: all (i) lease, claimsmineral interest, causes land, and division order files (including any abstracts of actiontitle, judgments title opinions, certificates of title, title curative documents, and warranties division orders contained therein), (express or impliedii) in favor of the SellersAssumed Contracts; (iii) all well, facility, operational, environmental, regulatory, compliance and historic production files and (iv) all geological files, relating to the Leases (the “Geologic Data”), and (v) accounting records, but not including any records which Seller is prohibited from transferring to Buyer by law or all of the existing contractual relationship, or which constitute Excluded Assets or otherwise relating (as hereinafter defined on in Section 1.2). Notwithstanding anything herein to the operation contrary, to the extent Seller may own any proprietary seismic data (including reprocessed seismic data), Seller will provide Buyer with a non-exclusive license covering such data but only to the extent such data applies to the Leases and in the case of any such reprocessed data only if Seller has the Locationsrequisite underlying license. Buyer will assume and bear any third party transfer fees associated with the delivery of any proprietary seismic data. All such Leases, Units, Xxxxx, Facilities, Hydrocarbons, Assumed Contracts, and Records are hereinafter collectively referred to as the “Assets.”

Assets to be Sold. On (a) Subject to the terms and subject to the conditions set forth in this Agreementherein, at Closing, Sellers Seller shall sell, transfer and assign to Purchaserassign, and Purchaser Buyer shall purchase purchase, pay for and receive from each Seller receive, all of each Seller’s right, title and interest in and to the following propertiesfollowing, assets save and except the Excluded Assets: (i) the oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights related and options, operating rights and other interests in land described or referred to or used or held for use in connection Exhibit “A”, together with the Locations as the same may exist as all of ClosingSeller’s other rights, except titles and interests in and to the extent they are Excluded Assets above-described properties (collectively, the “AssetsLeases”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings lands, leases and improvements erected thereon minerals that may be allocated to, pooled, unitized or communitized with any of the Leases, together with a corresponding part of all oil and any easementsgas pooling and unitization agreements, rights-of-way or usedeclarations, privileges, licenses, variances, non-conforming use rights, development rights designations and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring orders relating to the benefit of Leases (such parcel of land and any and all rightpooled or unitized areas being, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real PropertiesUnits”); (ii) Any real property leasesany and all oil and gas xxxxx, including salt water disposal xxxxx, injection xxxxx and other xxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or within the Units, together with all rights of Seller’s other rights, titles and interests of any Seller under any ground lease, with a Seller as lessee in and a third party, unaffiliated with any Seller, as lessor (to the “Purchased Leases”) more particularly above-described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), xxxxx and Units (collectively, the “Purchased Leased Real Properties” andXxxxx”), together with the Purchased Owned Real Propertiesincluding, the without limitation, those Xxxxx identified on Exhibit “Real PropertiesA”); (biii) All buildings all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other improvementsrights or agreements related to the use of the surface and subsurface, together in each case to the extent used in connection with the exploration, development or operation of the Leases, Units or Xxxxx, including, without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, equipmentflowlines, car wash equipmentgathering lines, heatingmaterials, plumbingimprovements, electricalworkover rigs, lightingSCADA hardware and software and any other personal property located on or used in the exploration, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at development or operation of the Locations Leases, Units or Xxxxx (collectively, the “Tangible Personal Property”); (cv) The leases all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other agreements with tenants of hydrocarbons, whether gaseous or liquid (the Real Properties“Hydrocarbons”), as listed on Schedule 1.1(c) produced and saved from, or allocable to, the Leases, Units or Xxxxx from and after the Effective Time (collectively, the “Tenant LeasesSale Hydrocarbons”); (dvi) to the extent transferable and not including the Leases, all licenses, permits, contracts, pooling, unitization and communitization agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, rental agreements, equipment lease agreements and all other agreements of any kind or nature, whether recorded or unrecorded relating to the Assets, including, without limitation, those agreements identified in Schedule 1.1 (a)(vi), (the “Contracts”); (vii) all original records, books, files, lease files, land files, abstracts, title opinions, production records, well files, accounting records, seismic records and surveys, gravity maps, electronic logs, geological or geophysical data and records, and other records, books, files, documents and data (whether tangible, electronic, or in any other medium or format) of every kind and description, directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, Personal Property, Imbalances and the interests described in subpart (ix) below in the possession, or within the reasonable control, of Seller, including, without limitation, any engineering, geophysical and geological reports, Seller’s proprietary log data and Seller’s behind pipe potential analysis, and other technical data, regulatory filings, magnetic tapes, interpretations and other analysis, royalty and accounting records, and other books, records and files that relate to the Assets (the “Records”); provided, however, that Seller may keep, at Seller’s expense, copies of the Records, subject to the confidentiality obligations set forth in Section 11.10 below; (viii) all Imbalances (as defined in Section 11.1) as of the Effective Time, and all Hydrocarbons produced prior to the Effective Time from, or allocable to, the Leases, Units and Xxxxx, but in storage or upstream of the applicable sales meter at the Effective Time (the “Stock Hydrocarbons”), together with all accounts receivable with respect thereto; and (ix) all geological and geophysical data relating to the Assets, excluding data that is interpretive in nature and data which cannot be transferred without the payment to any third party; provided, that Seller will cooperate with Buyer to obtain any such transfer-restricted data at the sole expense of Buyer, including but not limited to maps, proprietary and non- proprietary logs, behind pipe analysis, magnetic tapes, raw and processed and reprocessed data, field data, stack and migrated versions of the data, as well as all support data thereto, including digital shotpoint, receiver, and bin center locations, stacking velocities, surveying and shothole drilling information and any other information relating to seismic data; provided, however, that Buyer’s right with respect to any licensed or third party geological and geophysical data acquired as part of the Assets shall be limited, in each case, to the extent such data may be assigned without the payment of any fee (unless paid by Buyer), and to the extent the disclosure of such data is not restricted by the terms of any confidentiality, license or similar agreement. Any such data conveyed hereunder shall be subject to all the terms and conditions of any valid and existing third-party license or similar agreement relating to such data. Seller shall have no obligation to pay any fee or other consideration in order to assign any data to Buyer. (x) All fuel fixtures rights of Seller in that certain office lease dated September 4, 2012, by and equipment now attached to between Garfield Business Center, LLC, as lessor, and Seller, as lessee, covering certain leased premises located at Xxxxx 000X, 0000 X. Xxxxxxxx Street, Midland, Texas 79705 but expressly excluding all office furniture, personal equipment, fixtures, inventory and improvements owned, leased, rented or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Propertiessuch office, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business provided that consent to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”)assign is obtained prior to Closing; (exi) All plansof Seller’s right, specificationstitle and interest derived from that certain Asset Purchase Agreement dated September 25, construction documents2012, blueprintsbetween Petro Canyon Energy, real estate filesLLC and Double Eagle Development, environmental studies LLC, as seller, and reportsXxxxxxxx Oil & Gas, inspection reportsLP, surveysas buyer (the “RCVC Agreement”) pursuant to which Xxxxxxxx acquired an electronic database of the public records of Xxxxxx County, underground storage tank registrations Texas provided that consent to assign is obtained prior to Closing and reports, financial records that Buyer pays Seller an additional Six Hundred Thousand Dollars (which shall consist of copies of such records for the past year and subsequent periods pertaining $600,000.00) as an upward adjustment to the business conducted by Sellers Purchase Price at each Location)Closing. All such Leases, Units, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Contracts, Records, Stock Hydrocarbons and government compliance files other assets described above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset.” (b) The risk of loss and transfer of possession and control of the Assets shall occur and be made at Closing, but for certain accounting and price adjustments, as well as for allocating certain liabilities, described in any Seller’s possession or control now or this Agreement, as between Seller and Buyer, transfer of ownership and title to the Assets shall be made effective as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the LocationsTime.

Assets to be Sold. On the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers Seller shall sell, transfer transfer, grant, and assign, or cause others to sell, transfer, grant and assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and receive from each Seller all of each Seller’s rightundivided interests (but exclusive of the equipment, title machinery, and other real, personal, movable, immovable and mixed property expressly reserved by Seller pursuant to Section 1.5 hereof) in and to the following: (a) The oil, gas and mineral leases and/or deeds, operating rights, working interests, mineral interests, royalty interests, overriding royalty interests, payments out of production and other similar agreements and rights, whether producing or non-producing, and any other oil, gas or mineral rights or portions of same, representing Seller’s ownership rights in the Fields described in Exhibit “A” or identified as being included in this transaction pursuant to Section 1.1 (g) below, and further including any renewals, extensions, ratifications and amendments to such leases and/or deeds or portions of same (collectively, the “Leases”), together with all oil and gas unitization, pooling and/or communitization agreements, declarations, designations and/or orders relating to the Leases and statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as they relate to the Leases, and all of Seller’s interest in and to the following properties, assets and rights related to properties covered or used or held for use in connection with the Locations as the same may exist as of Closing, except units created thereby to the extent they are Excluded Assets attributable to the Leases (collectively, the “AssetsUnits”): (a) The following real property and interest therein: ); but reserving to Seller (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings and improvements erected thereon and any easements, of Seller’s rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and all right, title and interest interests under certain of said Leases to explore for and produce oil, gas and minerals outside the Seller surface boundaries of a Field described in and to any land lying Exhibit “A” or above or below the depths associated with the specific Fields described in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the Exhibit “Purchased Owned Real Properties”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor A-1” (the “Purchased LeasesRetained Interests”) more particularly described on Schedule 1.1(a)(ii), covering which Retained Interests shall be more completely described in the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (b) All buildings and other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “Tangible Personal Property”); (c) The leases and other agreements with tenants detailed listing of the Real Properties, Assets to be conveyed that will be delivered by Seller to Buyer after execution of this Agreement as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used set forth in the ordinary course final paragraph of business to receivethis Section 1.1, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”); (e) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating the right to a Location enter upon and use such portion or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor portions of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the Locations.surface as are necessary for its drilling and operations in

Assets to be Sold. On (a) At the terms and subject to the conditions set forth in this Agreement, at Closing, Sellers Seller shall sell, transfer and assign to Purchaserassign, and Purchaser Buyer shall purchase purchase, pay for and receive from each Seller receive, all of each Seller’s right, title and interest in and to the following propertiesfollowing, assets save and rights related to or used or held for use in connection with except the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the “Assets”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly oil and gas leases, oil, gas and mineral leases and subleases described on Schedule 1.1(a)(i)in Exhibit “A-1”, together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any and all right, title and interest of the Seller in and to any land lying in the bed of any highwayleasehold estates created thereby, streetincluding carried interests, road fee mineral interests, working interests, operating rights, overriding royalty interests, net revenue interests, net profits interests and record title interests, together with all top leases, amendments, options, renewals, extensions or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances ratifications thereof (collectively, the “Purchased Owned Real PropertiesLeases”), any and all Hydrocarbon and fee mineral interests located in, on or under the Lands (as defined below) and, without limiting the foregoing, all other rights in and to the Hydrocarbons in, on, under and that may be produced from the lands covered by or associated with the Leases or the fee minerals or pooled, communitized or unitized therewith (the “Lands”); (ii) Any real property leasesany and all Hydrocarbon wxxxx, salt water disposal wxxxx, injection wxxxx and other wxxxx and wellbores, whether abandoned, not abandoned, plugged or unplugged, located on the Leases or Lands, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor the wxxxx identified in Exhibit “A-2” (the “Purchased LeasesExisting Wxxxx”); (iii) more particularly described on Schedule 1.1(a)(iiall pooled, communitized or unitized acreage that includes all or part of any Lease, and all tenements, hereditaments and appurtenances belonging thereto (including all undivided interests of Seller derived from the Leases in the production of Hydrocarbons from any such Unit), covering including the Locations more particularly Units described on Schedule 1.1(a)(ii)in Exhibit “A-3” (the “Units” and together with the Existing Wxxxx, (collectivelyLeases and Lands, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (biv) All buildings all easements, rights-of-way, servitudes, surface lease agreements, surface fee estates, surface use agreements, surface and subsurface use agreements, saltwater disposal agreements and other rights or agreements related to the use of the surface appurtenant to or used or held for use in connection with the Properties or other Assets or the production, treatment, storage, disposal, transportation or processing of Hydrocarbons or other substances thereon or therefrom or the disposal of water from the Properties, including those instruments described in Exhibit “A-4” (the “Surface Interests”); (v) all equipment, machinery, fixtures and other tangible personal or mixed property and improvements, together whether owned or leased, that are located on the Properties or are used or held for use in connection with the ownership or operation of the Properties or any of the other Assets or the production, treatment, storage, disposal, transportation or processing of Hydrocarbons or other substances produced thereon or therefrom or the disposal of water from the Properties (including all machinerywellhead equipment, structures, facilities, wellheads, tanks, pumps, compressors, separators, treaters, fixtures, flowlines, pipelines, gathering lines, materials, improvements, pads, treatment facilities, disposal facilities, telecommunications equipment, car wash equipmentsupervisory control and data acquisition (SCADA) hardware and software and other materials, heatingsupplies, plumbing, electrical, lighting, ventilating facilities and air-conditioning equipment (excluding Fuel Equipmentmachinery) owned by a Seller and now situated at the Locations (collectively, the “Tangible Personal Property”); (cvi) The leases (A) all Hydrocarbons produced from, or attributable to, the Properties from and after the Effective Time (the “Sale Hydrocarbons”), (B) all Hydrocarbons produced from or attributable to the Properties that are in storage or upstream of the applicable sales meter as of the Effective Time (the “Stock Hydrocarbons”) and (C) to the extent related or attributable to the Properties, all Imbalances as of the Effective Time; (vii) all contracts, agreements and instruments that relate to or are attributable to the other Assets, the ownership or operation thereof, or the production, treatment, sale, transportation, gathering, storage, sale or disposal of Hydrocarbons, water or other substances produced therefrom or associated therewith, including operating agreements, processing agreements, division orders, farm-in and farm-out agreements, term assignments, rental agreements, equipment lease agreements, drilling rig lease/use agreements, treating agreements, transportation and gathering agreements and all other agreements with tenants of the Real Propertiesany kind or nature, as listed on whether recorded or unrecorded, including those agreements identified in Schedule 1.1(c) 5.1(m)-1 (collectively, the “Tenant LeasesContracts”); (dviii) All fuel fixtures all indemnity rights under any Contracts and equipment now attached all other claims against third parties to the extent related or used in connection with attributable to the Purchased Owned Real Properties Assumed Obligations or to periods from and Purchased Leased Real Properties, after the Effective Time (including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”Claims for adjustments or refunds); (eix) All plans, specifications, construction documents, blueprints, real estate files, environmental studies all audit rights and reports, inspection reports, surveys, underground storage tank registrations rights to reimbursement with respect to all costs and reports, financial records (which shall consist revenues associated with joint interest audits and other audits of copies of such records for the past year and subsequent periods pertaining Property Costs to the business conducted by Sellers at each Location), extent related or attributable to the Assumed Obligations or to periods from and government compliance files in any Seller’s possession or control now or as of after the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”)Effective Time; (fx) Rights any trade credits, accounts receivable, notes receivable, take-or-pay amounts receivable, other receivables and all audit rights to proceeds the extent arising under any of the Contracts or otherwise with respect to the Assets for any period from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the SellerTime; (gxi) The trade names all permits, licenses, authorizations, registrations, consents or approvals granted or issued by any Governmental Authority (“Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java Permits”), in each case, relating to the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dressownership or operation of the Assets; (hxii) The rights all geophysical, seismic and related technical data, samples, studies and analyses, logs and cores, in each case, that (A) are transferrable without payment of first refusal and/or purchase options as listed on a fee or other penalty to any third party under any contract (unless Buyer has separately agreed in writing to pay such fee or other penalty) and (B) relate to or cover any of the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”)Properties or other Assets; and (jxiii) All other assets originals and electronic copies (if originals are not available) of Sellersall files, records, information and rightsdata (including electronic data), claimswhether written or electronically stored, causes of action, judgments and warranties (express or implied) in favor of to the Sellers, relating to any or all of the Assets or otherwise extent relating to the operation Assets, including all lease files, lease records, well records, land files and title records (including abstracts of title, title opinions, memoranda and curative title documents), correspondence, maps, production records, regulatory filings and records, machinery and equipment maintenance files, division order files, lease administration files, abstracts, title opinions, logs and tests, contract files and well, facility and production records, engineering and/or production files, operations, environmental, health and safety, pipeline safety, production, legal, accounting and Tax records (other than those primarily relating to Income Taxes of Seller) (the Locations“Records”).

Assets to be Sold. (a) On the terms and subject to the conditions set forth in of this Agreement, at ClosingSeller shall, Sellers shall on the Closing Date, sell, transfer assign, transfer, convey and assign deliver to Purchaser or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser, and Purchaser shall purchase and receive acquire from each Seller Seller, on the Closing Date, all of each Seller’s 's right, title and interest in and to the following propertiesassets, assets in each case owned or leased by Seller and rights related to or used or held for use primarily or, in the case of clause (iv) of this Section 1, solely in connection with the Locations as business of Cray Solutions at the same may exist as of Closing, except to the extent they are Excluded Assets Closing Date (collectively, the “"Assets”"): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(ioffice lease agreement, dated October 20, 1993, between Metropolitan Life Insurance Company, as landlord, and Cray Research, Inc. (as successor in interest of Savant Systems, Inc.), together with as tenant (the "Dallas Lease"); (ii) all buildings furniture, fixtures, equipment, machinery and improvements erected thereon other tangible personal property at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Dallas Facility"); (iii) all books of account, general, financial, tax and personnel records, invoices, supplier lists, correspondence and other documents, records and files and all computer software and programs and any easementsrights thereto; (iv) all intellectual property, rightsgoodwill, trade secrets and other intangible personal property; (v) all sales and promotional literature, customer lists and other sales-of-way or userelated materials; and (vi) all rights under all contracts, privilegessubcontracts, licenses, variancessublicenses, agreements, leases, purchase orders, customer orders, commitments and similar binding arrangements of Seller, including, without limitation, all non-conforming use rightscompete agreements between Seller and any Transferred Employee. (b) Notwithstanding the foregoing, development rights the Assets shall exclude the following assets owned or leased by Seller (the "excluded Assets"): (i) all cash, cash equivalents and approvalsbank accounts; (ii) all accounts receivable, zoning rights and approvals, hereditaments, appurtenances, interests notes and other amounts receivable from third parties (including, without limitation, customers and employees) arising from the conduct of the business of Cray Solutions on or before the Closing Date, including, without limitation, all amounts receivable under invoices for services performed by Cray Solutions on or before July 31, 1996; (iii) all claims, causes of action, chases in action, rights belonging of recovery and rights of set-off of any kind (including rights to insurance proceeds) pertaining to, arising out of or inuring to the benefit of such parcel the business of land and any and Cray Solutions on or before the Closing Date; (iv) all right, title and interest rights of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real Properties”)names "Cray" and "Cray Solutions" ; (iiv) Any real property leases, including all rights and interests of any Seller under any ground leasethe consulting services agreement, with a Seller as lessee and a third partydated March 1, unaffiliated with any Seller, as lessor 1995 (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii"TIG Agreement"), covering the Locations more particularly described on Schedule 1.1(a)(ii)between TIG Insurance Company and Cray Research, (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (b) All buildings and other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “Tangible Personal Property”); (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”); (e) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”)Inc.; and (jvi) All other assets all rights of Sellers, Seller under this Agreement and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the Locationsagreements ancillary hereto.

Assets to be Sold. On (a) Subject to the terms and subject to the conditions set forth in this Agreementherein, at Closing, Sellers Seller shall sell, transfer and assign to Purchaserassign, and Purchaser Buyer shall purchase purchase, pay for and receive from each Seller receive, all of each Seller’s right, title and interest in and to the following propertiesfollowing, assets save and except the Excluded Assets: (i) the oil and gas leases, oil, gas and mineral leases, fee mineral interests, mineral servitude interests, royalty interests, non-working and carried interests, operating rights related and other interests in land described or referred to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets Exhibit “A” (collectively, the “AssetsLeases”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), . together with all buildings oil and improvements erected thereon gas pooling and any easementsunitization agreements, rights-of-way or usedeclarations, privileges, licenses, variances, non-conforming use rights, development rights designations and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring orders relating to the benefit of Leases (such parcel of land and any and all rightpooled or unitized areas being, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real PropertiesUnits”); (ii) Any real property leasesany and all oil and gas xxxxx, including all rights salt water disposal xxxxx, injection xxxxx and interests of any Seller under any ground leaseother xxxxx and wellbores, with a Seller as lessee and a third partywhether abandoned, unaffiliated with any Sellernot abandoned, as lessor (plugged or unplugged, located on the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering Leases or within the Locations more particularly described on Schedule 1.1(a)(ii), Units (collectively, the “Purchased Leased Real Properties” andXxxxx”), together with the Purchased Owned Real Propertiesincluding, the without limitation, those Xxxxx identified on Exhibit “Real PropertiesA”); (biii) All buildings all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other improvementsrights or agreements related to the use of the surface and subsurface, together in each case to the extent used in connection with the exploration, development or operation of the Leases, Xxxxx and Units, including, without limitation, those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, equipmentflowlines, car wash equipmentgathering lines, heatingmaterials, plumbingimprovements, electricalmoored trailer house, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) vessels or boats owned by a Seller (or its affiliates) described on Exhibit C, all radio and now situated at telephone equipment and any other personal property located on or used in the Locations exploration, development or operation of the Leases, Units or Xxxxx, including, without limitation, the personal property described on Exhibit “C” (collectively, the “Tangible Personal Property”); (cv) The leases all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other agreements with tenants of hydrocarbons, whether gaseous or liquid (the Real Properties“Hydrocarbons”). produced and saved from, as listed on Schedule 1.1(c) or allocable to, the Leases and Xxxxx from and after the Effective Time (collectively, the “Tenant LeasesSale Hydrocarbons”); (dvi) All fuel fixtures to the extent transferable, all licenses, permits, contracts, pooling, unitization and communitization agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, rental agreements, equipment now attached lease agreements and all other agreements of any kind or nature, whether recorded or unrecorded, including, without limitation, those agreements identified in Schedule 1.1(a)(vi). BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or used in connection with are attributable solely to the Purchased Owned Real Properties and Purchased Leased Real PropertiesLeases, including without limitation all petroleum pumps and dispensersUnits, underground and aboveground fuel storage tanksXxxxx, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectivelySurface Interests or Personal Property, the ownership or operation thereof, or the production, treatment, processing, compression, sale, transportation, gathering, storage, sale or disposal of Sale Hydrocarbons, water or other substances produced therefrom or associated therewith (the “Fuel EquipmentContracts”); (evii) All plansoriginal records directly relating to the Leases, specificationsSurface Interests, construction documentsXxxxx, blueprintsSale Hydrocarbons, real estate filesContracts, environmental studies and reportsPersonal Property in the possession of Seller, inspection reportsincluding interpreted geological and geophysical data and maps (to the extent covering such Leases or Units) except such data that cannot be transferred without consent of or payment to a third party (the “Records”); provided, surveyshowever, underground storage tank registrations and reports, financial records (which shall consist of that Seller may keep copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location)Records, and government compliance files in any Seller’s possession or control now or and; (viii) all Imbalances as of the Closing related solely Effective Time, and all Hydrocarbons produced prior to any buildings the Effective Time from, or allocable to, the Leases, Units and improvements Xxxxx, but in storage or upstream of the applicable sales meter at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location Effective Time (the “Fund ProceedsStock Hydrocarbons”); , together with all accounts receivable with respect thereto. All such Leases, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Contracts, Records, Stock Hydrocarbons and (ii) condemnation proceeds relating other assets described above are hereinafter collectively referred to a Location or access to or parking for a Location received by a Seller before or after as the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller;“Assets” or, when used individually, an “Asset”. (gb) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” risk of loss and “Pure Java the Original Energy Drink” transfer of possession and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all control of the Assets or otherwise relating shall occur and be made at Closing, but as between the Parties, the Buyer and Seller intend to account for certain liabilities and benefits attributable to the operation Assets as of the LocationsEffective Time.

Assets to be Sold. On (a) Subject to the terms and subject to the conditions set forth in this Agreementherein, at Closing, Sellers Seller shall sell, transfer and assign to Purchaserassign, and Purchaser Buyer shall purchase purchase, pay for and receive from each Seller receive, all of each Seller’s right, title and interest in and to the following propertiesfollowing, assets save and except the Excluded Assets: (i) the oil and gas leases, oil, gas and mineral leases, fee mineral interests, mineral servitude interests, royalty interests, non- working and carried interests, operating rights related and other interests in land described or referred to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets Exhibit “A” (collectively, the “AssetsLeases”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), . together with all buildings oil and improvements erected thereon gas pooling and any easementsunitization agreements, rights-of-way or usedeclarations, privileges, licenses, variances, non-conforming use rights, development rights designations and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring orders relating to the benefit of Leases (such parcel of land and any and all rightpooled or unitized areas being, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real PropertiesUnits”); (ii) Any real property leasesany and all oil and gas xxxxx, including all rights salt water disposal xxxxx, injection xxxxx and interests of any Seller under any ground leaseother xxxxx and wellbores, with a Seller as lessee and a third partywhether abandoned, unaffiliated with any Sellernot abandoned, as lessor (plugged or unplugged, located on the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering Leases or within the Locations more particularly described on Schedule 1.1(a)(ii), Units (collectively, the “Purchased Leased Real Properties” andXxxxx”), together with the Purchased Owned Real Propertiesincluding, the without limitation, those Xxxxx identified on Exhibit “Real PropertiesA”); (biii) All buildings all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other improvementsrights or agreements related to the use of the surface and subsurface, together in each case to the extent used in connection with the exploration, development or operation of the Leases, Xxxxx and Units, including, without limitation, those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, equipmentflowlines, car wash equipmentgathering lines, heatingmaterials, plumbingimprovements, electricalmoored trailer house, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) vessels or boats owned by a Seller (or its affiliates) described on Exhibit C, all radio and now situated at telephone equipment and any other personal property located on or used in the Locations exploration, development or operation of the Leases, Units or Xxxxx, including, without limitation, the personal property described on Exhibit “C” (collectively, the “Tangible Personal Property”); (cv) The leases all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other agreements with tenants of hydrocarbons, whether gaseous or liquid (the Real Properties“Hydrocarbons”). produced and saved from, as listed on Schedule 1.1(c) or allocable to, the Leases and Xxxxx from and after the Effective Time (collectively, the “Tenant LeasesSale Hydrocarbons”); (dvi) All fuel fixtures to the extent transferable, all licenses, permits, contracts, pooling, unitization and communitization agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, rental agreements, equipment now attached lease agreements and all other agreements of any kind or nature, whether recorded or unrecorded, including, without limitation, those agreements identified in Schedule 1.1(a)(vi). BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or used in connection with are attributable solely to the Purchased Owned Real Properties and Purchased Leased Real PropertiesLeases, including without limitation all petroleum pumps and dispensersUnits, underground and aboveground fuel storage tanksXxxxx, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectivelySurface Interests or Personal Property, the ownership or operation thereof, or the production, treatment, processing, compression, sale, transportation, gathering, storage, sale or disposal of Sale Hydrocarbons, water or other substances produced therefrom or associated therewith (the “Fuel EquipmentContracts”); (evii) All plansoriginal records directly relating to the Leases, specificationsSurface Interests, construction documentsXxxxx, blueprintsSale Hydrocarbons, real estate filesContracts, environmental studies and reportsPersonal Property in the possession of Seller, inspection reportsincluding interpreted geological and geophysical data and maps (to the extent covering such Leases or Units) except such data that cannot be transferred without consent of or payment to a third party (the “Records”); provided, surveyshowever, underground storage tank registrations and reports, financial records (which shall consist of that Seller may keep copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location)Records, and government compliance files in any Seller’s possession or control now or and; (viii) all Imbalances as of the Closing related solely Effective Time, and all Hydrocarbons produced prior to any buildings the Effective Time from, or allocable to, the Leases, Units and improvements Xxxxx, but in storage or upstream of the applicable sales meter at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location Effective Time (the “Fund ProceedsStock Hydrocarbons”); , together with all accounts receivable with respect thereto. All such Leases, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Contracts, Records, Stock Hydrocarbons and (ii) condemnation proceeds relating other assets described above are hereinafter collectively referred to a Location or access to or parking for a Location received by a Seller before or after as the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller;“Assets” or, when used individually, an “Asset”. (gb) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” risk of loss and “Pure Java the Original Energy Drink” transfer of possession and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and Options”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all control of the Assets or otherwise relating shall occur and be made at Closing, but as between the Parties, the Buyer and Seller intend to account for certain liabilities and benefits attributable to the operation Assets as of the LocationsEffective Time.

Assets to be Sold. On (a) Subject to the terms and subject to the conditions set forth in this Agreementherein, at Closing, Sellers Seller shall sell, transfer and assign to Purchaserassign, and Purchaser Buyer shall purchase purchase, pay for and receive from each Seller receive, all of each Seller’s right, title and interest in and to the following propertiesfollowing, assets save and except the Excluded Assets: (i) the oil and gas leases, oil, gas and mineral leases, fee mineral interests, royalty interests, non-working and carried interests, operating rights related and other interests in land described or referred to or used or held for use in connection with the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets Exhibit “A” (collectively, the “AssetsLeases”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings oil and improvements erected thereon gas pooling and any easementsunitization agreements, rights-of-way or usedeclarations, privileges, licenses, variances, non-conforming use rights, development rights designations and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring orders relating to the benefit of Leases (such parcel of land and any and all rightpooled or unitized areas being, title and interest of the Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only to the Permitted Encumbrances (collectively, the “Purchased Owned Real PropertiesUnits”); (ii) Any real property leasesany and all oil and gas xxxxx, including all rights salt water disposal xxxxx, injection xxxxx and interests of any Seller under any ground leaseother xxxxx and wellbores, with a Seller as lessee and a third partywhether abandoned, unaffiliated with any Sellernot abandoned, as lessor (plugged or unplugged, located on the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering Leases or within the Locations more particularly described on Schedule 1.1(a)(ii), Units (collectively, the “Purchased Leased Real Properties” andXxxxx”), together with the Purchased Owned Real Propertiesincluding, the without limitation, those Xxxxx identified on Exhibit “Real PropertiesA”); (biii) All buildings all easements, rights-of-way, servitudes, fee lands, surface and subsurface lease agreements, surface use agreements and other improvementsrights or agreements related to the use of the surface and subsurface, together in each case to the extent used in connection with the operation of the Leases, Xxxxx and Units, including without limitation those rights and interests described or referred to in Exhibit “B” (the “Surface Interests”); (iv) all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, equipmentflowlines, car wash equipmentgathering lines, heatingmaterials, plumbingimprovements, electricalvehicles and rolling stock, lightingworkover rigs, ventilating SCADA hardware and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller software and now situated at any other personal property located on or used in the Locations operation of the Leases, Units or Xxxxx, including, without limitation, the personal property described on Exhibit “G” (collectively, the “Tangible Personal Property”); (cv) The leases all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other agreements with tenants of hydrocarbons, whether gaseous or liquid (the Real Properties“Hydrocarbons”), as listed on Schedule 1.1(c) produced and saved from, or allocable to, the Leases and Xxxxx from and after the Effective Time (collectively, the “Tenant LeasesSale Hydrocarbons”); (dvi) All fuel fixtures to the extent transferable, all licenses, permits, contracts, pooling, unitization and communitization agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, rental agreements, equipment now attached lease agreements and all other agreements of any kind or nature, whether recorded or unrecorded, including, without limitation, those agreements identified in Schedule 1.1(a)(vi), BUT INSOFAR AND ONLY INSOFAR as the foregoing directly relate to or used in connection with are attributable to the Purchased Owned Real Properties and Purchased Leased Real PropertiesLeases, including without limitation all petroleum pumps and dispensersUnits, underground and aboveground fuel storage tanksXxxxx, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectivelySurface Interests or Personal Property, the ownership or operation thereof, or the production, treatment, sale, transportation, gathering, storage, sale or disposal of Sale Hydrocarbons, water or other substances produced therefrom or associated therewith (the “Fuel EquipmentContracts”); (evii) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining directly relating to the business conducted by Sellers at each Location)Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, and government compliance files Personal Property in any Seller’s the possession or control now or of Seller (the “Records”) and; (viii) all Imbalances as of the Closing related solely Effective Time, and all Hydrocarbons produced prior to any buildings the Effective Time from the Leases, Units and improvements Xxxxx, but in storage or upstream of the applicable sales meter at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and Records”); (f) Rights to proceeds from any state petroleum storage tank fund for claims relating to a Location, except those that relate to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating to a Location Effective Time (the “Fund ProceedsStock Hydrocarbons”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the Seller;, together with all accounts receivable with respect thereto. (gix) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” membership interests in the Cotton Valley Compression, L.L.C., a Delaware limited liability company, being 14.286% of the outstanding membership interests therein. All such Leases, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Contracts, Records and “Pure Java the Original Energy Drink” and all derivatives thereof, and any and all related trademarks and trade dress; (h) The rights of first refusal and/or purchase options other assets described above are hereinafter collectively referred to as listed on the attached Schedule 1.1(h) (collectively, the “ROFR’s and OptionsAssets” or, when used individually, an “Asset.”); (i) The Motor Fuel Supply Agreement (Branded) dated April 15, 2011, by and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”); and (j) All other assets of Sellers, and rights, claims, causes of action, judgments and warranties (express or implied) in favor of the Sellers, relating to any or all of the Assets or otherwise relating to the operation of the Locations.

Assets to be Sold. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, the Sellers shall sell, convey, assign, transfer and assign deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and receive acquire from each Seller the Sellers, all of each Seller’s the Sellers’ right, title and interest in and to all of the Sellers’ property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, which primarily relate to the Xxxxxxx Business as currently conducted, as a going concern, including the following properties, assets and rights related to or used or held for use in connection with (but excluding the Locations as the same may exist as of Closing, except to the extent they are Excluded Assets (collectively, the “Assets”): (a) The following real property and interest therein: (i) Any real property owned by a Seller comprising the Locations more particularly described on Schedule 1.1(a)(i), together with all buildings and improvements erected thereon and any easements, rights-of-way or use, privileges, licenses, variances, non-conforming use rights, development rights and approvals, zoning rights and approvals, hereditaments, appurtenances, interests and other rights belonging to or inuring to the benefit of such parcel of land and any Millersburg Facility and all right, title and interest of Sellers in the Seller Leased Real Property; (b) all Tangible Personal Property, including (i) those items described in Part 2.1(b), and (ii) the jigs and tooling located at Xxxxxxxxx Group’s facilities in Iron River, Michigan and Rhinelander, Wisconsin, to the extent dedicated to the Xxxxxxx Business or included on a list to be mutually agreed between Xxxxxxxxx Group and Buyer prior to the Closing; (c) all Inventories, including the Inventories in Iron River, Michigan and Rhinelander, Wisconsin primarily related to the Xxxxxxx Business and consisting of jobs in process and unique Xxxxxxx parts; (d) all Accounts Receivable; (e) all Xxxxxxx Contracts (except Excluded Contracts), including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to any land lying in the bed of Seller to enter into any highway, street, road or avenue, opened or proposed, abutting or adjoining such parcels of land, subject only Contract primarily related to the Permitted Encumbrances Xxxxxxx Business together with all security agreements executed by customers for the benefit of the Xxxxxxx Business (collectively, the “Purchased Owned Real Properties”); (ii) Any real property leases, including all rights and interests of any Seller under any ground lease, with a Seller as lessee and a third party, unaffiliated with any Seller, as lessor (the “Purchased Leases”) more particularly described on Schedule 1.1(a)(ii), covering the Locations more particularly described on Schedule 1.1(a)(ii), (collectively, the “Purchased Leased Real Properties” and, together with the Purchased Owned Real Properties, the “Real Properties”); (b) All buildings and other improvements, together with all machinery, fixtures, equipment, car wash equipment, heating, plumbing, electrical, lighting, ventilating and air-conditioning equipment (excluding Fuel Equipment) owned by a Seller and now situated at the Locations (collectively, the “Tangible Personal Property”); (c) The leases and other agreements with tenants of the Real Properties, as listed on Schedule 1.1(c) (collectively, “Tenant Leases”); (d) All fuel fixtures and equipment now attached to or used in connection with the Purchased Owned Real Properties and Purchased Leased Real Properties, including without limitation all petroleum pumps and dispensers, underground and aboveground fuel storage tanks, canopies, fuel lines, fittings and connections used in the ordinary course of business to receive, store and/or dispense fuels as described on Schedule 1.1(d) (collectively, the “Fuel Equipment”); (e) All plans, specifications, construction documents, blueprints, real estate files, environmental studies and reports, inspection reports, surveys, underground storage tank registrations and reports, financial records (which shall consist of copies of such records for the past year and subsequent periods pertaining to the business conducted by Sellers at each Location), and government compliance files in any Seller’s possession or control now or as of the Closing related solely to any buildings and improvements at the Fee/Leased Locations or the Sellers’ operations at the Real Properties (collectively, the “Books and RecordsAssigned Contracts”); (f) Rights all Governmental Authorizations related to proceeds from any state petroleum storage tank fund for claims relating the Xxxxxxx Facilities or primarily related to a Locationthe Xxxxxxx Business, except and all pending applications therefor or renewals thereof including those that relate listed in Part 3.17(b), in each case to Remedial Measures (as defined in Section 8.7 below) previously paid for or accrued by a Seller for claims relating the extent transferable to a Location (the “Fund Proceeds”); and (ii) condemnation proceeds relating to a Location or access to or parking for a Location received by a Seller before or after the Effective Date of this Agreement that relate to relocation or repairs that have not been done by the SellerBuyer; (g) The trade names “Zoomerz,” “Zoomerz Freezie,” “The Original Energy Drink,” “PureJava,” all data and “Pure Java Records primarily related to the Original Energy Drink” Xxxxxxx Facilities or primarily related to the operations of the Xxxxxxx Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all derivatives thereof, personnel Records and any and all related trademarks and trade dressother Records described in Section 2.2(g); (h) The all of the Business Names, all Intellectual Property Assets primarily related to the Xxxxxxx Business and all intangible rights and property of first refusal and/or purchase options as the Sellers primarily related to the Xxxxxxx Business, including going concern value, goodwill, telephone, telecopy and listings and those items listed on in Parts 3.25(d), (e), (f) and (g) which are primarily related to the attached Schedule 1.1(hXxxxxxx Business, except to the extent specifically excluded under Sections 2.2(m), 2.2(n) (collectively, the “ROFR’s and Options”or 2.2(s); (i) The Motor Fuel Supply Agreement all claims of the Sellers against third parties primarily relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, except to the extent specifically excluded under Section 2.2; (Brandedj) dated April 15all rights of the Sellers relating to deposits and prepaid expenses, 2011claims for refunds and rights to offset in respect thereof primarily related to the Xxxxxxx Business that are not listed in Part 2.2(d) or excluded under Sections 2.2(d), by 2.2(e), 2.2(f), 2.2(h), 2.2(i), 2.2(l) and between Xxxxxx Petroleum, Inc. and Mountain View Express, LLC (the “Mountain View Supply Agreement”2.2(o); and (jk) All all other properties and assets of Sellersevery kind, character and description, tangible or intangible, owned by any Seller and used or held for use primarily in connection with the Xxxxxxx Business, whether or not similar to the items specifically set forth above, and rights, claims, causes of action, judgments and warranties (express or implied) in favor not specifically excluded under Section 2.2. All of the Sellersproperty and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, relating to any or all the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability or otherwise relating obligation related to the operation of the LocationsAssets unless Buyer expressly assumes that Liability or obligation pursuant to Section 2.4(a).