Exhibit
10.1
AGREEMENT
AND PLAN OF MERGER
This
AGREEMENT AND PLAN OF MERGER (this “Agreement”) is executed as of December 21, 2022 by and among Next Bridge Hydrocarbons,
Inc., a Nevada corporation (the “Company”), Hudspeth Operating, LLC, a Texas limited liability company (“Hudspeth”),
Wolfbone Investments LLC, a Texas limited liability company (“Wolfbone”), McCabe Petroleum Corporation, a Texas corporation
(“MPC”), and Gregory McCabe, an individual resident of the State of Texas (“Owner”, and, together
with the Company, Hudspeth, Wolfbone and MPC, each a “Party” and collectively, the “Parties”).
RECITALS
WHEREAS,
Wolfbone, which is wholly-owned by Owner, owns certain working interests in the Orogrande Properties (as defined below) in the Orogrande
Basin in Hudspeth County, Texas;
WHEREAS,
MPC, an affiliate of Wolfbone and wholly-owned by Owner, owes to the Company in respect of amounts advanced related to the Orogrande
Properties (the “Orogrande Obligation”) with an estimated amount of a balance of approximately $165,238 pursuant to
the terms of that certain Participation and Development Agreement, -by and between Hudspeth Oil Corporation, a wholly owned subsidiary
of the Company (“Hudspeth Oil”), MPC and Owner;
WHEREAS,
Hudspeth is a wholly-owned by a wholly-owned subsidiary of the Company;
WHEREAS,
the Owner has agreed to make financings to the Company pursuant to that certain 5% Unsecured Promissory Note dated as of December 21,
2022 issued by the Company in favor the Owner (the “Note”);
WHEREAS,
pursuant to this Agreement, (1) each of Hudspeth, Wolfbone and MPC shall merge in accordance with the TBOC, with each of Wolfbone and
MPC continuing as surviving entities (the “Merger”), pursuant to the terms and conditions set forth in this Agreement
and in accordance with Section 10.001 et. seq. of the TBOC, (2) following the Merger, Wolfbone shall become a direct and wholly-owned
subsidiary of the Company and the Orogrande Properties shall be indirectly owned by the Company, and (3) the Company will issue Common
Stock to the Owner as consideration for the Merger and in full satisfaction of the Orogrande Obligation; and
WHEREAS,
it is the desire of the Parties hereto to set forth the specific terms and conditions of the foregoing.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and intending to be legally bound
hereby, the Parties hereto hereby agree as follows:
ARTICLE
I
MERGER; CLOSING
| 1.1. | Merger;
Effective Date; Recording. |
| (a) | Merger;
Effects of Merger. Upon the terms and subject to the conditions set forth in this Agreement
and in accordance with the terms of the TBOC, at the Closing: |
| i) | each
of Hudspeth, Wolfbone and MPC shall be merged in accordance with the TBOC with each of Wolfbone
and MPC surviving and each continuing as a Texas limited liability company and Texas corporation,
respectively; |
| ii) | immediately
following the Closing Date (as a result of the Merger) and without any action on the part
of the Company, Hudspeth, Wolfbone, MPC or the holders of any securities of such Parties: |
| 1. | all
of the outstanding membership interests of Hudspeth shall be converted into membership interests
of Wolfbone without payment of any consideration therefore and shall cease to exist; |
| 2. | all
of the outstanding membership interests of Wolfbone shall be cancelled and retired without
any conversion thereof in exchange for the consideration set forth in Section 1.2;
and |
| 3. | there
shall be no change to the capital stock of MPC, which capital stock will continue (as of
immediately following the Closing Date) to be held by the Person(s) holding such capital
stock as of immediately prior to the Closing Date; |
| iii) | the
managers and officers of Wolfbone as of immediately prior to the Closing Date shall be removed
and replaced with the managers and officers of Hudspeth in place as of immediately prior
to the Closing Date; |
| iv) | the
directors and officers of MPC as of immediately prior to the Closing Date shall continue
and be the directors and officers of MPC as of immediately following the Closing Date; |
| v) | as
of the Closing Date, (1) the certificate of formation of Wolfbone shall be amended to read
in the form of Exhibit I attached hereto (“Certificate of Formation”)
and, as so amended, such Certificate of Formation shall be the certificate of formation of
Wolfbone until thereafter changed or amended as provided therein or by Applicable Law; and
(2) the limited liability company agreement of Hudspeth, as in effect immediately prior to
the Closing Date, shall be the limited liability company agreement of Wolfbone until thereafter
amended as provided by the TBOC, the Certificate of Formation and such limited liability
company agreement; |
| vi) | the
certificate of incorporation and bylaws of MPC as in effect immediately prior to the Closing
Date, shall continue as the certificate of incorporation of MPC as of immediately following
the Closing Date; |
| vii) | all
of the right, title and interest of Wolfbone, Owner and MPC to the Orogrande Assets (but
no other assets of Wolfbone) shall be allocated to and vested in Wolfbone without reversion
or impairment, without further act or deed, and without transfer or assignment having occurred; |
| viii) | all
of the right, title and interest of Wolfbone to all assets owned by Wolfbone other than the
Orogrande Assets shall be allocated to and vested in MPC without reversion or impairment,
without further act or deed, and without transfer or assignment having occurred, including
all Orogrande Excluded Assets and all properties described on Exhibits F-1 and F-2;
and |
| ix) | all
of the liabilities, contracts, commitments and other obligations of Wolfbone and MPC shall
be allocated to, and solely to, and shall constitute liabilities, contracts, commitments
and obligations of, MPC. |
| (b) | Merger
Closing. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall take place remotely via electronic exchange of documents and the issuance of the Subject
Shares (as defined below) to the Owner and take place on a date to be specified by the Parties
(the “Closing Date”). On the Closing Date, Hudspeth shall cause the Certificate
of Merger to be properly executed and filed with the Secretary of State of the State of Texas,
and shall take all such other actions as may be required by Applicable Laws to make the Merger
effective as promptly as practicable. |
| (c) | Recording
of Affidavit of Merger and Conveyances. In order to effectuate the transfer of the Orogrande
Assets and MPC Assets contemplated by this Section 1.1, at the Closing, the Parties
shall execute and deliver, or cause to be executed and delivered to the Company, dated as
of the Closing Date, (i) the Affidavit of Merger which shall be filed in the office for the
recording of deeds in each county in each State where the Orogrande Assets and Orogrande
Excluded Assets are located and (ii) execute and deliver such other bills of sale, certificates
of title and other documents or instruments of assignment, transfer, or conveyance as the
Parties shall deem reasonably necessary to convey title in and to the Orogrande Assets and
MPC Assets. The Affidavit of Merger shall warrant title by, through and under Wolfbone but
not otherwise. |
1.2. Consideration
for the Merger. The aggregate consideration for the Merger to the Owner shall be (i) 56,297,638 shares of Common Stock (the “Subject
Shares”), which shall be issued with a restrictive legend, (ii) the Orogrande Obligation shall be treated as having been irrevocably
satisfied and discharged in full with respect to MPC and (iii) the Owner agreeing to make financing to the Company pursuant to the terms
of the Note (collectively, the “Consideration”). Prior to the Closing, the Company shall instruct American Stock Transfer
and Trust Company (the “Transfer Agent”) for the purpose of issuing and delivering to the Owner the Subject Shares.
Promptly after the Closing, the Company will send, or will cause the Transfer Agent to send, to the Owner a direct registration book-entry
statement setting forth that number of whole shares of Common Stock that the Owner has a right to receive pursuant to this Section
1.2.
| 1.3. | Settlement
Statement. |
| (a) | Within
sixty (60) days after the Closing Date, the Company shall prepare and deliver to the Owner
a statement setting forth its calculation of any revenues that were not received by Wolfbone
or any of the McCabe Parties and expenses that were accrued but not paid by Wolfbone or any
of the McCabe Parties related to the Orogrande Assets as of the Effective Time (the “Closing
Settlement Statement”). In the event that the expenses exceed the revenues, then
the Owner will make payment of such amount to the Company. In the event that the revenues
exceed the expenses, then the Company will make a payment to the Owner. |
| (b) | Within
thirty (30) days of receiving the Closing Settlement Statement (the “Review Period”),
the Owner may object to the Closing Settlement Statement by delivering to the Company a written
statement setting forth the Owner’s objections in reasonable detail, indicating each
disputed item or amount and the basis for the Owner’s disagreement therewith (the “Statement
of Objections”). If the Owner fails to deliver the Statement of Objections before
the expiration of the Review Period, the Closing Settlement Statement shall be deemed to
have been accepted by the Owner, and the amounts owed by one party to the other party shall
be paid to such other party within five (5) Business Days thereof. If the Owner delivers
the Statement of Objections before the expiration of the Review Period, the Owner and the
Company shall negotiate in good faith to resolve such objections within thirty (30) days
after the delivery of the Statement of Objections (the “Resolution Period”),
and, if the same are so resolved within the Resolution Period, the matters set forth on the
Closing Settlement Statement, with such changes as may have been previously agreed in writing
by the Owner and the Company, shall be final and binding. |
| (c) | If
the Owner and the Company fail to reach an agreement with respect to all of the matters set
forth in the Statement of Objections before expiration of the Resolution Period, then any
amounts remaining in dispute (“Disputed Amounts” and any amounts not so
disputed, the “Undisputed Amounts”) shall be submitted for resolution
to a mutually agreed upon independent certified public accountants other than the Owner’s
accountants or Company’s accountants (the “Independent Accountant”)
who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make
any adjustments to the Closing Settlement Statement. The Parties hereto agree that all adjustments
shall be made without regard to materiality. The Independent Accountant shall only decide
the specific items under dispute by the parties and their decision for each Disputed Amount
must be within the range of values assigned to each such item in the Closing Settlement Statement
and the Statement of Objections, respectively. The fees and expenses of the Independent Accountant
shall be paid fifty percent (50%) by the Owner and fifty percent (50%) by the Company. The
Independent Accountant shall make a determination as soon as practicable within thirty (30)
days (or such other time as the parties hereto shall agree in writing) after their engagement,
and their resolution of the Disputed Amounts and their adjustments to the Closing Settlement
Statement shall be conclusive and binding upon the parties hereto. Any amount owed by one
party to the other party, as a result of a determination by the Independent Accountant or
agreement of the parties, shall be paid to such other party within five (5) Business Days
of such determination or agreement. |
ARTICLE
II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND HUDSPETH
The
Company and Hudspeth represent and warrant, jointly and severally, to the Owner, MPC and Wolfbone (collectively, the “McCabe
Parties”) that:
| 2.1. | Organization
and Existence. |
| (a) | The
Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Nevada. The Company has full power and authority to own, lease or otherwise
hold and operate its properties and assets and to carry on its business as presently conducted.
The Company is duly qualified and in good standing to do business as a foreign corporation
in each jurisdiction in which the conduct or nature of its business or the ownership, leasing,
holding or operating of its properties makes such qualification necessary, except such jurisdictions
where the failure to be so qualified or in good standing, individually or in the aggregate,
would not have a Material Adverse Effect on the Company. |
| (b) | Hudspeth
is a limited liability company duly organized, validly existing and in good standing under
the laws of the State of Texas. Hudspeth has full power and authority to own, lease or otherwise
hold and operate its properties and assets and to carry on its business as presently conducted.
Hudspeth is duly qualified and in good standing to do business as a foreign limited liability
company in each jurisdiction in which the conduct or nature of its business or the ownership,
leasing, holding or operating of its properties makes such qualification necessary, except
such jurisdictions where the failure to be so qualified or in good standing, individually
or in the aggregate, would not have a Material Adverse Effect on Hudspeth. |
| (a) | The
Company’s Articles of Incorporation have been duly authorized, executed and delivered
by the Company’s board of directors (the “Board”) and is, and will
be, a valid and legally binding agreement of, enforceable against the Company in accordance
with its terms; provided that the enforceability thereof may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting
creditors’ rights generally and by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law). |
| (b) | Hudspeth’s
certificate of formation (“Hudspeth’s Certificate”) has been duly
authorized, executed and delivered by Hudspeth’s sole member (the “Sole Member”)
and is, and will be, a valid and legally binding agreement of, enforceable against Hudspeth
in accordance with its terms; provided that the enforceability thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
relating to or affecting creditors’ rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at
law). |
| 2.3. | Capitalization
of the Company. |
| (a) | All
of the outstanding Common Stock have been duly authorized and validly issued in accordance
with the Articles of Incorporation, are fully paid and nonassessable. On the date hereof,
the Company has 165,472,241 shares of Common Stock issued and outstanding. As of the date
hereof, there no shares of shares of preferred stock, $0.0001 par value per share, of the
Company (“Preferred Stock”) issued and outstanding. |
| (b) | The
Subject Shares, will be duly authorized in accordance with the Articles of Incorporation,
and, when issued and delivered to the Owner in accordance with the terms hereof, will be
duly authorized, validly issued, fully paid and nonassessable, and will be issued free and
clear of any lien, claim or Encumbrance. |
| (c) | Except
for the Subject Shares or as described in the Articles of Incorporation, there are no preemptive
rights or other rights to subscribe for or to purchase, nor any restriction upon the voting
or transfer of, any interests in the Company pursuant to the Articles of Incorporation or
any other agreement or instrument to which the Company is a party or by which it may be bound.
Except as issued to the Company’s officers and directors (as described in the Company’s
Registration Statement on Form S-1, effective as of November 18. 2022), no options, warrants
or other rights to purchase, agreements or other obligations to issue, or rights to convert
any obligations into or exchange any securities for, Common Stock or other securities of
the Company are outstanding. |
| (d) | The
Subject Shares when issued and delivered for the transactions contemplated hereby, will conform
in all material respects to the description thereof contained in the Articles of Incorporation.
The Company has all requisite power and authority to issue, sell and deliver the Subject
Shares in accordance with and upon the terms and conditions set forth in this Agreement and
the Articles of Incorporation. As of the Closing Date, all corporate action for the authorization,
issuance, sale, delivery and listing of the Subject Shares shall have been validly taken,
and no other authorization by any of such parties is required therefore. |
2.4. Authority
Relative to this Agreement. Each of the Company and Hudspeth has all requisite power, authority and legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of the
Company and Hudspeth of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized
by the Company’s Board and Hudspeth’s Sole Member, as applicable, and no other proceedings on the part of the Company or
Hudspeth are necessary to authorize the execution, delivery and performance by the Company and Hudspeth, respectively, of this Agreement
and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company
and Hudspeth and constitutes, and each other agreement, instrument or document executed or to be executed by the Company or Hudspeth
in connection with the transactions contemplated hereby has been, or when executed will be, duly executed and delivered by the Company
and Hudspeth and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of such Party enforceable
against such Party in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and (b) equitable principles which
may limit the availability of certain equitable remedies (such as specific performance) in certain instances.
2.5. Noncontravention.
The execution, delivery and performance by each of the Company and Hudspeth of this Agreement and the consummation by it of the transactions
contemplated hereby do not and will not (a) conflict with or result in a violation of any provision of the Articles of Incorporation
or Hudspeth’s Certificate, (b) conflict with or result in a violation of any provision of, or constitute (with or without
the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage
of time or both) to any right of termination, cancellation or acceleration under, any bond, debenture, note, mortgage, indenture, lease,
contract, agreement or other instrument or obligation to which the Company or Hudspeth is a party or by which the Company or Hudspeth
or any of their respective properties may be bound, (c) result in the creation or imposition of any Encumbrance upon the properties
of the Company or Hudspeth or (d) assuming compliance with the matters referred to in Section 2.6, violate any Applicable
Law binding upon the Company or Hudspeth, except, in the case of clauses (b), (c) and (d) of this Section 2.5,
for any such conflicts, violations, defaults, terminations, cancellations, accelerations or Encumbrances which would not, individually
or in the aggregate, have a Material Adverse Effect on the Company or Hudspeth.
2.6. Governmental
Approvals. No consent, approval, order or authorization of, or declaration, filing or registration with, any Governmental Entity
is required to be obtained or made by the Company or Hudspeth in connection with the execution, delivery or performance by each of the
Company and Hudspeth of this Agreement or the consummation by it of the transactions contemplated hereby, other than (a) compliance
with any applicable state securities, takeover or merger laws, (b) filings with Governmental Entities to occur in the ordinary course
following the consummation of the transactions contemplated hereby, and (c) such consents, approvals, orders or authorizations which,
if not obtained, and such declarations, filings or registrations which, if not made, would not, individually or in the aggregate, have
a Material Adverse Effect on the Company or Hudspeth.
2.7. Financial
Statements. Filed with the SEC Filings is a copy of the Company’s audited consolidated balance sheet as of December 31,
2021, and the related audited consolidated statements of income, unitholders’ equity and cash flows for the year then ended, and
the notes and schedules thereto, together with the report thereon of BF Borgers, CPA, an independent certified public accountant accounting
firm (the “Company Financial Statements”). The Company Financial Statements (y) have been prepared from the books
and records of the Company in conformity with generally accepted accounting principles applied on a basis consistent with preceding years
throughout the periods involved, and (z) accurately and fairly present the Company’s consolidated financial position as of the
respective dates thereof and its consolidated results of operations and cash flows for the periods then ended.
2.8. Absence
of Undisclosed Liabilities. To the Knowledge of the Company as of the date of this Agreement, the Company has no liability or obligation
with respect to the property held by the Company (whether accrued, absolute, contingent, unliquidated or otherwise), except (a) liabilities
described in the notes accompanying the Company Financial Statements, (b) liabilities which have arisen since the date of the Company
Financial Statements in the ordinary course of business (none of which is a material liability for breach of contract, tort or infringement),
(c) liabilities arising under executory provisions of contracts entered into in the ordinary course of business (none of which is
a material liability for breach of contract), and (d) other liabilities which, in the aggregate, are not material to the Company.
2.9. Compliance
With Laws. To the Knowledge of the Company, the Company has complied in all respects with all Applicable Laws, except for noncompliance
with such Applicable Laws which, individually or in the aggregate, do not and will not have a Material Adverse Effect on the Company.
The Company has not received any written notice from any Governmental Entity, which has not been dismissed or otherwise disposed of,
that the Company has not so complied. The Company has not been charged or, to the Knowledge of the Company, threatened with, or under
investigation with respect to, any violation of any Applicable Law relating to any aspect of the business of the Company, other than
violations which, individually or in the aggregate, do not and in the reasonable judgment of the Company will not have a Material Adverse
Effect on the Company.
2.10. Brokerage
Fees. Neither the Company nor Hudspeth have retained any financial advisor, broker, agent or finder or paid or agreed to pay any
financial advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby.
2.11. Listing.
The Common Stock is not listed on any securities exchange and will not be eligible for electronic trading through the Depository Trust
Company (“DTC”) or any other established clearing corporation.
ARTICLE
III
REPRESENTATIONS AND WARRANTIES OF THE MCCABE PARTIES
The
McCabe Parties hereby represent and warrant, jointly and severally, to the Company as follows:
3.1. Organization
and Existence.
| (a) | Wolfbone
is duly organized, validly existing and in good standing under the laws of the State of Texas.
Wolfbone has full power and authority to own, lease or otherwise hold and operate its properties
and assets and to carry on its businesses as presently conducted. Wolfbone is duly qualified
and in good standing to do business in each jurisdiction in which the conduct or nature of
its businesses or the ownership, leasing or holding of its properties makes such qualification
necessary, except such jurisdictions where the failure to be so qualified or in good standing,
individually or in the aggregate, would not have a Material Adverse Effect on Wolfbone, the
Orogrande Assets or any Oil and Gas Lease. |
| (b) | MPC
is duly incorporated, validly existing and in good standing under the laws of the State of
Texas. MPC has full power and authority to own, lease or otherwise hold and operate its properties
and assets and to carry on its businesses as presently conducted. MPC is duly qualified and
in good standing to do business in each jurisdiction in which the conduct or nature of its
businesses or the ownership, leasing or holding of its properties makes such qualification
necessary, except such jurisdictions where the failure to be so qualified or in good standing,
individually or in the aggregate, would not have a Material Adverse Effect on Wolfbone, the
Orogrande Assets or any Oil and Gas Lease. |
3.2. Authority
Relative to this Agreement. Each of the McCabe Parties has all requisite power, authority and legal capacity to execute and deliver
this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby.
The execution, delivery and performance by each of the McCabe Parties of this Agreement and the other Transaction Documents to which
it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary
action, and no other proceedings are necessary to authorize the execution, delivery and performance by each of the McCabe Parties of
this Agreement and the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated
hereby and thereby. This Agreement and each of the other Transaction Documents to which it is a party has been duly executed and delivered
by each of the McCabe Parties and constitutes, or when executed will be, duly executed and delivered by such Party and constitutes, or
when executed and delivered will constitute, a valid and legally binding obligation of such Party enforceable against such Party in accordance
with its respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain
equitable remedies (such as specific performance) in certain instances.
3.3. Noncontravention.
The execution, delivery and performance by each of the McCabe Parties of this Agreement and the other Transaction Documents to which
it is a party and the consummation by such Party of the transactions contemplated hereby and thereby, do not and will not (i) conflict
with or result in a violation of any provision of the governing instruments of such Party, (ii) conflict with or result in a violation
of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise
(with or without the giving of notice or the passage of time or both) to any right of termination, cancellation or acceleration under,
any bond, debenture, note, mortgage, indenture, lease, contract, agreement or other instrument or obligation to which it is a party or
by which it or any of the Orogrande Assets may be bound, (iii) result in the creation or imposition of any Encumbrance upon the Orogrande
Assets or (iv) assuming compliance with the matters referred to in Section 3.4, violate any Applicable Law binding upon the McCabe
Parties.
3.4. Governmental
Approvals. No consent, approval, order or authorization of, or declaration, filing or registration with, any Governmental Entity
is required to be obtained or made by the McCabe Parties in connection with the execution, delivery or performance by each of the McCabe
Parties of this Agreement or the other Transaction Documents to which it is a party or the consummation by it of the transactions contemplated
hereby or thereby, other than (a) compliance with any applicable state securities, takeover or merger laws and (b) filings with Governmental
Entities to occur in the ordinary course following the consummation of the transactions contemplated hereby.
3.5. Absence
of Undisclosed Liabilities. Each McCabe Party has no debts, liabilities or obligations with respect to the Orogrande Assets (whether
accrued, absolute, contingent, unliquidated or otherwise).
3.6. Absence
of Certain Changes. As of the date of this Agreement, (a) there has not been any Material Adverse Effect on Wolfbone or any event
or condition that might reasonably be expected to result in any Material Adverse Effect on Wolfbone, (b) the businesses of Wolfbone has
been conducted only in its ordinary course of business, (c) the McCabe Parties have not incurred any material liability, engaged in any
material transaction or entered into any material agreement outside the ordinary course of business with respect to Wolfbone, and (d)
Wolfbone has not taken any of the actions set forth in Section 4.2 except as permitted thereunder.
3.7. Tax
Matters. As of the Closing Date, all Tax Returns required to be filed with respect to Wolfbone, including those relating to Asset
Taxes, severance Taxes and any other Taxes imposed on or with respect to the Orogrande Assets and any production therefrom, required
to be filed by Wolfbone, have been timely filed (taking into account any extension of time to file granted or obtained) with the applicable
taxing authority, all such Tax Returns are true, correct and complete, and all Taxes due or claimed due by a taxing authority (whether
or not shown as due) have been timely and properly paid in full. Wolfbone has complied with all Applicable Laws relating to the payment
and withholding of Taxes, and has duly and timely withheld and paid over to the appropriate taxing authority all amounts required to
be so withheld and paid under all Applicable Laws. There are no Encumbrances for Taxes (other than for Permitted Encumbrances) upon any
of the assets of Wolfbone. There has been no issue raised or adjustment proposed (and to the Knowledge of Wolfbone, none is pending)
by the IRS or any other taxing authority in connection with any of such Tax Returns, nor has Wolfbone received any written notice from
the IRS or any such other taxing authority that any such Tax Return is being audited or may be audited or examined. Wolfbone has not
agreed to the extension or waiver of any statute of limitations on the assessment or collection of any such Tax or with respect to any
such Tax Return. Owner is not a “foreign person” within the meaning of Section 1445 (or similar provisions) of the Code.
No assets comprising the Orogrande Assets is (a) subject to a Tax partnership agreement or (b) otherwise treated as an interest in a
“partnership” as defined in Section 761 of the Code. The acquisition and purchase of the Orogrande Assets will not cause
the Company to be liable as a successor or transferee by statute, contract or otherwise for any Taxes for which the McCabe Parties are
responsible.
3.8. Compliance
with Laws. Wolfbone has complied in all respects with all Applicable Laws except for noncompliance with such Applicable Laws which,
individually or in the aggregate, do not and will not have a Material Adverse Effect on Wolfbone. Wolfbone has not received any written
notice from any Governmental Entity, which has not been dismissed or otherwise disposed of, that Wolfbone has not so complied. Wolfbone
has not have not, been charged or, to the Knowledge of Wolfbone, threatened with, or under investigation with respect to, any material
violation of any Applicable Laws.
3.9. Legal
Proceedings. Except as disclosed on Schedule 3.9, there are no Proceedings pending or, to the Knowledge of Wolfbone, threatened
against or involving Wolfbone, the Orogrande Assets, the Oil and Gas Leases or the rights of Wolfbone with respect to the Orogrande Assets.
Wolfbone is not subject to any judgment, order, writ, injunction, or decree of any Governmental Entity. There are no Proceedings pending
or, to the Knowledge of Wolfbone, threatened against Wolfbone seeking to restrain, prohibit, or obtain damages or other relief in connection
with this Agreement or the transactions contemplated hereby or which could reasonably be expected to affect Wolfbone’s ability
to consummate the transactions contemplated hereby.
| 3.10. | Environmental
Matters. To the Knowledge of Wolfbone: |
| (a) | Wolfbone
has not received any notifications of any Proceedings pending or threatened against Wolfbone,
the Orogrande Assets or any of the lands to which the Orogrande Assets relate, alleging that
Wolfbone or any of the Orogrande Assets are in violation of, or otherwise subject to liability
under, any Applicable Environmental Law, other than any such notifications that Wolfbone
has resolved in accordance with Applicable Environmental Laws. |
| (b) | Wolfbone
has not received any notice of any investigation or inquiry or request for information regarding
the Orogrande Assets or the operations under any Oil and Gas Lease from any Governmental
Entity under any Applicable Environmental Law, including, without limitation, CERCLA and
RCRA. |
| (c) | There
has been no claim against Wolfbone asserting Environmental Liability or another liability
for exposure of any Person or property (such as livestock, cattle, horses, pigs, goats, sheep
and chickens, but not real property) to Hazardous Materials in connection with any of the
Orogrande Assets, or under any Oil and Gas Leases that Wolfbone or the responsible Person
has not resolved. |
3.11. No
Alienation; Title. Except related to the Meta Materials Deed of Trust, the McCabe Parties have not sold, assigned, conveyed, or transferred
or contracted to sell, assign, convey or transfer any right or title to, or interest in, the Orogrande Assets. Except for Permitted Encumbrances,
Wolfbone has no less than a 22.6249% working interest in the Oil and Gas Leases with no less than a 16.968675% net revenue interest,
and no lien, encumbrance, or other title defect exists against the Orogrande Assets, save and except for any Permitted Encumbrances and
the Meta Materials Deed of Trust.
3.12. Contracts.
To the Knowledge of the McCabe Parties:
| (a) | (i)
Wolfbone is not in breach or default (and no situation exists which with the passing of time
or giving of notice would create a breach or default) of its obligations under any Contracts,
and (ii) no breach or default by any third party (or situation which with the passage of
time or giving of notice would create a breach or default) exists under any Contracts, to
the extent such breach or default (whether by Wolfbone or such third party) could reasonably
be expected to have a Material Adverse Effect on the Orogrande Assets after the Closing Date; |
| (b) | All
payments (including all delay rentals, royalties and shut-in royalties) owing under Contracts
have been and are being made (timely, and before the same became delinquent) by third parties
where the non-payment of same by a third party could materially and adversely affect the
ownership, exploration, development, operation, maintenance, value or use of any of the Orogrande
Assets after the Closing Date. |
For
the purposes of the representations contained in this Section 3.12 (and without limitation of such representations), the non-payment
of an amount, or non-performance of an obligation, where such non-payment, or non-performance, could result in the forfeiture or termination
of rights of Wolfbone or any Lessee under a Contract, shall be considered material.
3.13. Area
of Mutual Interest and Other Agreements; Tax Partnerships. No Orogrande Asset is subject to any area of mutual interest agreements,
and no Orogrande Asset is subject to any farm-out or farm-in agreement under which any party thereto is entitled to receive assignments
not yet made, or could earn additional assignments after the Closing Date. No Orogrande Asset is subject to (or has related to it) any
Tax partnership.
3.14. Payment
of Expenses. All expenses relating to the ownership of the Orogrande Assets, have been, and are being, paid (timely, and before the
same become delinquent) by Wolfbone, except such expenses as are disputed in good faith by Wolfbone and for which an adequate accounting
reserve has been established by Wolfbone.
3.15. Oral
Contracts. Wolfbone has not entered into any oral contract with respect to the Orogrande Assets.
3.16. Preferential
Rights and Consents to Assign. There are no consents to assignment or waivers of preferential rights to purchase that must be obtained
from third parties in order for the McCabe Parties to consummate the transactions contemplated by this Agreement without violating or
breaching a duty or obligation of such Party.
3.17. No
Participating Minerals. The Orogrande Assets do not include any unleased or other mineral interest where Wolfbone has agreed to bear
a share of drilling, operating or other costs as a participating mineral owner.
3.18. Brokerage
Fees. The McCabe Parties have not retained any financial advisor, broker, agent or finder or paid or agreed to pay any financial
advisor, broker, agent or finder on account of this Agreement or any transaction contemplated hereby.
3.19. Investment
Intent. The Owner is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.
The Owner has carefully reviewed this Agreement, the filings of the Company with the Securities and Exchange Commission (the “SEC
Filings”), the Articles of Incorporation and other documentation relating to the Company and have had such opportunity as deemed
necessary by the Owner and its advisors and Affiliates to ask questions of the Company and its Affiliates, officers and employees to
enable the Owner to make an informed investment decision concerning the receipt of the Subject Shares pursuant to the transactions contemplated
by this Agreement, the operation of the Company, and the investment risks associated with the Owner’s investment in the Company.
ARTICLE
IV
CONDUCT OF WOLFBONE PENDING CLOSING; CERTAIN ACTIONS RELATING TO CLOSING
4.1. Conduct
and Preservation of the Business of Wolfbone. The McCabe Parties hereby covenants and agree with the Company that, except as contemplated
by this Agreement, during the period from the date hereof to the Closing Date, Wolfbone (a) shall conduct its operations according to
the ordinary course of business and in material compliance with all Applicable Laws and (b) shall use their reasonable best efforts to
preserve, maintain and protect the Orogrande Assets.
4.2. Restrictions
on Certain Actions of Wolfbone. Except as otherwise expressly provided in this Agreement, prior to the Closing Date, Wolfbone shall
not, without the consent of the Company:
| (a) | mortgage
or pledge any of the Orogrande Assets or create or suffer to exist any Encumbrance thereupon,
other than the Permitted Encumbrances; |
| (b) | sell,
lease, transfer or otherwise dispose of, directly or indirectly, any of the Orogrande Assets,
except in the ordinary course of business; |
| (c) | amend,
modify or change any existing lease or contract with respect to the Orogrande Assets, other
than in the ordinary course of the business; |
| (d) | waive,
release, grant or transfer any rights of value relating to the Orogrande Assets, other than
in the ordinary course of business; |
| (e) | delay
payment of any account payable or any known or accrued liability relating to the Orogrande
Assets beyond the earlier of thirty (30) days or its due date or the date when such liability
would have been paid in the ordinary course of business, unless such delay is due to a good
faith dispute as to liability or amount; |
| (f) | permit
any current insurance or reinsurance or continuation coverage to lapse if such policy insures
risks, contingencies or liabilities (including product liability) related to the Orogrande
Assets other than in connection with any advance renewal or replacement of an existing insurance
policy; |
| (g) | except
as set forth in this Section 4.2, take any action that would make any of the representations
or warranties of Wolfbone untrue as of any time from the date of this Agreement to the Closing
Date, or would result in any of the conditions set forth in this Agreement not being satisfied; |
| (h) | merge
into or with or consolidate with any other Person or acquire all or substantially all of
the business or assets of any other Person; |
| (i) | amend
any Tax Returns, make any election, adopt any accounting method or fiscal year, or take any
position in any Tax Returns relating to Wolfbone that is inconsistent with any such election,
account method, fiscal year or position previously made, adopted or taken with respect to
Wolfbone; or |
| (j) | agree
in writing or otherwise to take any of the actions described in this Section 4.2. |
ARTICLE
V
ADDITIONAL AGREEMENTS
5.1. Access
to Information; Confidentiality. Subject to the requirements of any confidentiality agreement by which it is presently bound, the
McCabe Parties hereby agree to provide the Company copies of the Records (a) in its possession or control, or (b) received by it subsequent
to the date hereof and prior to the Closing Date as soon as reasonably practicable after the date of receipt of such Records. From the
date hereof through the Closing, Wolfbone shall afford the Company and their representatives reasonable access to the offices and personnel
of Wolfbone, and the Records during normal business hours, in order that the Company may have a full opportunity to make such investigations
as it desires with respect to the Orogrande Assets; provided that such investigation shall be upon reasonable notice and shall not unreasonably
disrupt the personnel and operations of Wolfbone or impede the efforts of Wolfbone to comply with their other obligations under this
Agreement. From and after the Closing, the Owner and MPC shall, and shall cause their respective Affiliates to, hold, and shall use its
reasonable best efforts to cause its or their respective directors, managers, officers, employees, consultants, financial advisors, counsel,
accountants and other agents of such Person (“Representatives”) to hold, in confidence any and all confidential or
proprietary information, whether written or oral, concerning the Company, Wolfbone or the Orogrande Assets (“Confidential Information”),
except to the extent that the Owner or MPC can show that such information (a) is generally available to and known by the public through
no fault of such Party, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by the Owner or MPC, any
of their Affiliates or their respective Representatives from and after the Closing from sources that are not prohibited from disclosing
such information by a legal, contractual or fiduciary obligation. If the Owner, MPC or any of their Affiliates or their respective Representatives
are compelled to disclose any Confidential Information by judicial or administrative process or by other requirements of Applicable Law,
such Party shall promptly notify the Company in writing and shall disclose only that portion of such Confidential Information that such
Party is advised by its counsel is legally required to be disclosed, provided that such Party shall use reasonable best efforts to obtain
an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
5.2. Notification
of Certain Matters. Each Party shall give prompt notice to the other Parties of (a) any fact or circumstance that would be likely
to cause any representation or warranty of such Party contained in this Agreement to be untrue or inaccurate in any material respect
and (b) any material failure of such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied
by it hereunder. The delivery of any notice pursuant to this Section 5.2 shall not be deemed to (i) modify the representations
or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in ARTICLE 6 or (iii) limit
or otherwise affect the remedies available hereunder to any Party receiving such notice.
5.3. Reasonable
Best Efforts. Each Party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the provisions
or intent of this Agreement and will use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to
be done, all things reasonably necessary, proper or advisable under Applicable Laws to consummate the transactions contemplated by this
Agreement, including, without limitation, (a) cooperating in determining whether any other consents, approvals, orders, authorizations,
waivers, declarations, filings or registrations of or with any Governmental Entity or third party are required in connection with the
consummation of the transactions contemplated hereby, (b) using its reasonable best efforts to obtain any such consents, approvals, orders,
authorizations and waivers and to effect any such declarations, filings and registrations, (c) using its reasonable best efforts to cause
to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate
the transactions contemplated hereby, (d) using its reasonable best efforts to defend, and to cooperate in defending, all lawsuits or
other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby and (e) executing of any
additional instruments necessary to consummate the transactions contemplated hereby.
5.4. Public
Announcements. The Company may from time-to-time make such press releases or otherwise make public statements with respect to this
Agreement of the transactions contemplated hereby as the Company deems appropriate, in its sole discretion. The McCabe Parties shall
not issue any press release or otherwise make any public statement with respect to this Agreement or the transactions contemplated hereby
without the prior written consent of the Company.
5.5. Amendment
of Schedules and Exhibits. Each Party hereto agrees that, with respect to the representations and warranties of such Party contained
in this Agreement, such Party shall have the continuing obligation until the Closing to supplement or amend the Schedules hereto with
respect to any matter hereafter discovered which, if known at the date of this Agreement, would have been required to be set forth or
described in the Schedules. For all purposes of this Agreement, including without limitation for purposes of determining whether the
conditions set forth in Section 6.2(a) and Section 6.3(a) have been fulfilled, the Schedules hereto shall be deemed to
include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained
in any supplement or amendment thereto. The Parties agree to amend or supplement any of the Exhibits in order to effectuate the transactions
contemplated hereto provided that the obligations under this Section 5.5 shall not cured any default under this Agreement caused
by incorrect information being listed on an Exhibit.
5.6. Fees
and Expenses. All fees and expenses, including fees and expenses of counsel, financial advisors and accountants, incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fee or expense, whether or not
the Closing shall have occurred.
5.7. Post-Closing
Assurances and Access to Records. After the Closing, the Parties shall execute, acknowledge and deliver or cause to be executed,
acknowledged and delivered such instruments and take such other action as may be necessary or advisable to carry out their obligations
under this Agreement and under any exhibit, document, certificate or other instrument delivered pursuant hereunto. For a reasonable period
of time not to exceed seven (7) years, after the Closing, the Owner and MPC shall grant Wolfbone and its authorized representatives reasonable
access (including copying privileges at Wolfbone’s sole cost and expense) during normal business hours to all Records of Wolfbone
pertaining to the Orogrande Assets and not included in the Orogrande Assets, where such Records may be located for the purpose of prosecuting
or defending claims, lawsuits or other proceedings, for audit purposes, or to comply with legal process, rules, regulations or orders
of any board, agency, tribunal or government.
5.8. SEC
Reporting; Financial Statements. Each of the McCabe Parties acknowledges that the Company may be required to include certain financial
information relating to the Orogrande Assets (“Financial Statements”) in documents filed with the SEC by the Company
pursuant to the Securities Act or the Exchange Act, and that such Financial Statements may be required to be audited. In that regard,
each of the McCabe Parties and their respective Affiliates shall cooperate with the Company, and provide the Company reasonable access
to such records and personnel as the Company may reasonably request to enable the Company, and their representatives and accountants
to create and audit any Financial Statements that the Company deems necessary. The McCabe Parties shall consent to the inclusion or incorporation
by reference of the Financial Statements in any registration statement, report or other document of the Company to be filed with the
SEC in which the Company reasonably determines that the Financial Statements are required to be included or incorporated by reference
to satisfy any rule or regulation of the SEC or to satisfy relevant disclosure obligations under the Securities Act or the Exchange Act.
Upon request of the Company or any of its Affiliates, each of the McCabe Parties shall use reasonable best efforts to cause the external
audit firm that audits the Financial Statements to consent to the inclusion or incorporation by reference of its audit opinion with respect
to the audited Financial Statements in any such registration statement, report or other document. Each of the McCabe Parties shall provide
the Company, its Affiliates and their independent accountants with access to (i) any audit work papers of Wolfbone’s independent
accountants of any of the McCabe Parties and (ii) any management representation letters related to Wolfbone provided by the McCabe Parties
to their respective independent accountants.
ARTICLE
VI
CONDITIONS
6.1. Conditions
to Obligations of the Parties. The obligations of the Parties to consummate the transactions contemplated by this Agreement shall
be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
| (a) | Legal
Proceedings. Except for litigation disclosed on Schedule 3.9, no preliminary or
permanent injunction or other order, decree, or ruling issued by a Governmental Entity, and
no statute, rule, regulation, or executive order promulgated or enacted by a Governmental
Entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal
the consummation of the transactions contemplated hereby; and no Proceeding by a Governmental
Entity shall have been commenced or threatened (and be pending or threatened on the Closing
Date) against the Company, Wolfbone or the Orogrande Assets, or any of their respective Affiliates,
associates, directors, or officers seeking to prevent or challenging the transactions contemplated
hereby. |
| (b) | Consents.
All consents, approvals, orders, authorizations and waivers of, and all declarations, filings
and registrations with, third parties (including Governmental Entities) required to be obtained
or made by or on the part of the parties hereto, or otherwise reasonably necessary for the
consummation of the transactions contemplated hereby, shall have been obtained or made, and
all thereof shall be in full force and effect at the time of Closing. |
| (c) | Certificate
of Merger. Each of Hudspeth, Wolfbone and MPC shall have executed and delivered to the
Company the Certificate of Merger. |
| (d) | Affidavit
of Mergers and Conveyances. The Parties shall have executed and delivered to the Company
the Affidavit of Merger conveying the Orogrande Assets and MPC Assets and such deeds (in
reasonable and local customary form and warranting title only as against the claims of parties
claiming by, through or under Wolfbone) and other bills of sale, certificates of title and
other documents or instruments of assignment, transfer, or conveyance as the Company shall
reasonably deem necessary or appropriate to vest in or confirm to the Company title to the
Orogrande Assets, which shall be transferred at the Closing. |
6.2. Conditions
to Obligation of the McCabe Parties. The obligations of the McCabe Parties to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
| (a) | Representations
and Warranties. All the representations and warranties of the Company and Hudspeth contained
in this Agreement and in any agreement, instrument or document delivered pursuant hereto
or in connection herewith on or prior to the Closing Date, shall be true and correct in all
material respects on and as of the Closing Date as if made on and as of such date, except
as affected by transactions permitted by this Agreement and except to the extent that any
such representation or warranty is made as of a specified date, in which case such representation
or warranty shall have been true and correct in all material respects as of such specified
date. |
| (b) | Covenants
and Agreements. The Company and Hudspeth shall have performed and complied with in all
material respects all covenants and agreements required by this Agreement to be performed
or complied with by it on or prior to the Closing Date. |
| (c) | No
Material Adverse Effect. Since the date of this Agreement, there shall not have occurred
any Material Adverse Effect with respect to the Company or Hudspeth. |
| (d) | Certificates.
The McCabe Parties shall have received a certificate from the Company and Hudspeth, dated
the Closing Date, representing and certifying that the conditions set forth in Section
6.1 and Section 6.2 have been fulfilled. |
| (e) | Subject
Shares. The Owner shall have received evidence of the issuance of the Subject Shares. |
6.3. Conditions
to Obligation of the Company and Hudspeth. The obligation of the Company and Hudspeth to consummate the transactions contemplated
by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
| (a) | Representations
and Warranties. All the representations and warranties of the McCabe Parties contained
in this Agreement and in any agreement, instrument or document delivered pursuant hereto
or in connection herewith on or prior to the Closing Date, shall be true and correct in all
material respects on and as of the Closing Date as if made on and as of such date, except
as affected by transactions permitted by this Agreement and except to the extent that any
such representation or warranty is made as of a specified date, in which case such representation
or warranty shall have been true and correct in all material respects as of such specified
date. |
| (b) | Covenants
and Agreements. The McCabe Parties shall have performed and complied with in all material
respects all covenants and agreements required by this Agreement to be performed or complied
with by it on or prior to the Closing Date. |
| (c) | No
Material Adverse Effect. Since the date of this Agreement, there shall not have occurred
any Material Adverse Effect with respect to Wolfbone or the Orogrande Assets. |
| (d) | Certificates.
The Company and Hudspeth shall have received a certificate from the McCabe Parties, dated
the Closing Date, representing and certifying that the conditions set forth in Section
6.1 and Section 6.3 have been fulfilled. |
| (e) | FIRPTA
Certificate. The Owner shall have delivered to the Company a certificate of non-foreign
status satisfying the requirements of Treasury Regulations Section 1.1445-2(b) in a form
satisfactory to the Company. |
| (f) | Due
Diligence. In consideration of the time and expense to be incurred by the Company in
connection with the transactions contemplated hereby, the due diligence investigation of
the Company with respect to the Orogrande Assets shall have been completed to the satisfaction
of the Company, in its sole discretion, including but not limited to confirmation of the
accuracy of the representations and warranties contained in ARTICLE 3 of this Agreement. |
| (g) | Fairness
Opinion. The Board has received the opinion (the “Fairness Opinion”)
of an independent investment bank or evaluation firm to the effect that, as of such date,
subject to certain assumptions, limitations, qualifications and other matters, the consideration
to be received by the Company under this Agreement is fair. |
ARTICLE
VII
PRODUCTION, PROCEEDS, EXPENSES AND TAX MATTERS
7.1. Division
of Ownership. From and after the Closing, all Production from the Orogrande Assets, together with (a) the proceeds of such Production
and any other amounts attributable to the Orogrande Assets and (b) any other proceeds received by Owner or MPC attributable to the Orogrande
Assets, from whatever source, including, without limitation, any bonuses, delay rentals, royalty payments, overriding royalty payments
and shut-in royalty payments, suspense releases, legal proceeds (collectively herein called the “Wolfbone-Entitled Production
and Proceeds”), shall be owned by Wolfbone, and should Owner or MPC receive payment for any such Wolfbone-Entitled Production
and Proceeds, MPC, on behalf of itself and the Owner, shall within ten (10) Business Days after the end of each calendar month during
which any such payments are received, either endorse and deliver to Wolfbone any checks received by MPC or the Owner attributable to
such Wolfbone-Entitled Production and Proceeds or transfer any cash proceeds by wire transfer to an account designated by Wolfbone.
7.2. Division
of Expenses. Except as otherwise provided in Section 7.4, all costs and expenses incurred in connection with the Orogrande
Assets prior to the Closing Date shall be borne and timely paid by the Owner pursuant to Section 4.2(e).
7.3. Recording
and Transfer Expenses. The Company shall pay all costs of recording and filing (a) the instruments delivered hereunder for the Orogrande
Assets, (b) all state, federal and other territories transfer and assignment documents, and (c) all other instruments.
7.4. Taxes.
| (a) | Tax
Related Indemnity Payments. The Owner shall fully and timely pay all Excluded Taxes and
shall indemnify and hold the Company harmless from all Excluded Taxes in accordance with
Section 9.2(a)(iv). |
| (b) | Transfer
Taxes. The Owner shall be responsible for and shall pay 100% of all Transfer Taxes when
due. The Company and the Owner shall cooperate to obtain all available exemptions from the
foregoing Transfer Taxes. |
| (c) | Apportionment
of Taxes. The Owner shall bear all Asset Taxes for any Pre-Closing Date Tax Period, and
the Company shall bear all Asset Taxes for any Post-Closing Date Tax Period. If any Asset
Tax (or Asset Tax refund) relates to a period that begins before and ends after the Closing
Date, the Owner and the Company shall use the following conventions for determining the portion
of such Asset Tax (or Asset Tax refund) that relates to a Pre-Closing Date Tax Period and
which relates to a Post-Closing Date Tax Period: (A) Asset Taxes that are attributable to
the severance or production of hydrocarbons shall be deemed allocated to the period in which
associated revenues, net of severance or production Taxes, are received; (B) in the case
of Asset Taxes that are property or ad valorem Taxes and other similar Taxes imposed on a
periodic basis, the amount of such Taxes (or Tax refunds) attributable to the Pre-Closing
Date Tax Period shall be determined by multiplying such Taxes for the entire period by a
fraction, the numerator of which is the number of calendar days in the portion of the period
ending on the Closing Date and the denominator of which is the number of calendar days in
the entire period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable
to the Post-Closing Date Tax Period; and (C) in the case of all other Asset Taxes, the amount
of Asset Taxes (or Asset Tax refunds) attributable to the Pre-Closing Date Tax Period shall
be determined as if a separate return was filed for the period ending as of the end of the
day on the Closing Date using a “closing of the books methodology,” and the remaining
amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Closing
Date Tax Period; provided, however, that for purposes of clause (C), exemptions, allowances,
or deductions that are calculated on an annual basis (including depreciation and amortization
deductions) shall be apportioned between the Pre-Closing Date Tax Period and the Post-Closing
Date Tax Period in proportion to the number of days in each such period. For the avoidance
of doubt, the Owner shall bear (X) all Income Taxes attributable to the Orogrande Assets
for all Pre-Closing Date Tax Periods and (Y) all Income Taxes imposed by Applicable Law on
Wolfbone or its direct or indirect owners resulting from the transactions contemplated by
this Agreement. |
| (d) | Tax
Cooperation. The Company and the McCabe Parties shall (i) assist in the preparation and
timely filing of any Tax Return (including any claim for a Tax refund) relating to the Orogrande
Assets; (ii) assist in any audit or other proceeding with respect to Taxes or Tax Returns
relating to the Orogrande Assets; (iii) make available any information, records, or other
documents relating to any Taxes or Tax Returns relating to the Orogrande Assets; (iv) provide
any information required to allow the other party to comply with any information reporting
or withholding requirements contained in the Code or other Applicable Laws; and (v) provide
certificates or forms, and timely execute any Tax Return that are necessary or appropriate
to establish an exemption for (or reduction in) any Transfer Tax. |
7.5. Casualty
Loss. If any Casualty Loss occurs prior to the Closing, (a) Wolfbone shall continue to hold the affected Orogrande Asset at Closing,
notwithstanding such Casualty Loss, (b) each of the McCabe Parties shall transfer all unpaid insurance proceeds, claims, awards, and
other payments arising out of such Casualty Loss to the Company and (c) each of the McCabe Parties shall transfer to the Company an amount
equal to all cash sums, if any, paid to Wolfbone prior to Closing as insurance proceeds, awards or other payments arising out of such
Casualty Loss.
ARTICLE
VIII
TERMINATION
8.1. Termination.
This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing in the following
manner:
| (a) | By
unanimous written consent of the Parties hereto; |
| (b) | By
Wolfbone or the Company, if: |
| i) | The
Closing shall not have occurred on or before March 31, 2023, unless such failure to close
shall be due to a material breach of this Agreement by the Party seeking to terminate this
Agreement pursuant to this Section 8.1(b)(i); or |
| ii) | There
shall be any Applicable Law that makes consummation of the transactions contemplated hereby
illegal or otherwise prohibited or a Governmental Entity shall have issued an order, decree
or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting
the consummation of the transactions contemplated hereby, and such order, decree, ruling
or other action shall have become final and nonappealable; |
| (c) | By
a McCabe Party, if (i) any of the representations and warranties of the Company or Hudspeth
contained in this Agreement shall not be true and correct such that the condition set forth
in Section 6.2(a) would not be satisfied, (ii) if any of the conditions for Closing
set forth in Section 6.2 is not satisfied by the Closing Date; or (iii) the Company
or Hudspeth shall have failed to fulfill in any material respect any of its material obligations
under this Agreement, which failure is material to the obligations of such Party under this
Agreement, and, in the case of each of clauses (i) and (iii) of this Section 8.1(c),
such misrepresentation, breach of warranty or failure (provided it can be cured) has not
been cured within thirty (30) days of notice thereof by the McCabe Party. |
| (d) | By
the Company, if (i) any of the representations and warranties of any McCabe Party contained
in this Agreement shall not be true and correct such that the condition set forth in Section
6.3(a) would not be satisfied; (ii) if any of the conditions for Closing set for in Section
6.3 is not satisfied by the Closing Date; or (iii) any McCabe Party shall have failed
to fulfill in any material respect any of their material obligations under this Agreement,
which failure is material to the obligations of such party under this Agreement, and, in
the case of each of clauses (i) and (ii) of this Section 8.1(d), such misrepresentation,
breach of warranty or failure (provided it can be cured) has not been cured within thirty
(30) days of notice thereof by the Company. |
8.2. Effect
of Termination. In the event of the termination of this Agreement pursuant to Section 8.1 by the Company or a McCabe
Party, written notice thereof shall forthwith be given to the Company or such McCabe Party, as applicable, specifying the provision hereof
pursuant to which such termination is made, and this Agreement shall become void and have no effect, and there shall be no liability
hereunder on the part of any party hereto or the general partner of the Company, or any of their respective directors, managers, officers,
employees, shareholders, unitholders, partners or representatives, except that the agreements contained in this ARTICLE 8 and ARTICLE
10 shall survive the termination hereof. Nothing contained in this Section 8.2 shall otherwise relieve any
party from liability for damages actually incurred as a result of any breach of this Agreement.
ARTICLE
IX
INDEMNIFICATION
9.1. Survival
of Representations, Warranties, Covenants and Agreements. All of the representations and warranties of the Company and Hudspeth in ARTICLE
2 and the McCabe Parties in ARTICLE 3 shall survive the Closing and continue in full force and effect through
and including the date that is twelve months immediately following the Closing; provided, that the representations
and warranties in (i) Section 3.1 (Organization and Existence), Section 3.2 (Authority Relative to
this Agreement), Section 3.3 (Noncontravention), Section 3.4 (Governmental Approvals) and Section
3.18 (Brokerage Fees) shall survive indefinitely, and (ii) Section 3.7 (Tax Matters) shall survive for
the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60)
days. All other covenants and agreements contained in this Agreement shall survive the Closing until fully performed. Notwithstanding
the foregoing, any claims asserted in good faith with reasonable specificity and in writing by notice from the non-breaching party to
the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of
the relevant representation or warranty and such claims shall survive until finally resolved.
9.2. Indemnification.
| (a) | Subject
to Section 9.1, the Owner and MPC, jointly and severally, hereby agree to indemnify,
defend and hold the Company and its Affiliates and their respective directors, managers,
officers, employees, stockholders, unitholders, members, partners, agents, attorneys, representatives,
successors and assigns (collectively, the “Company Indemnified Parties”)
harmless from and against, and pay to the applicable Company Indemnified Parties the amount
of, any and all losses, liabilities, claims, obligations, deficiencies, demands, judgments,
damages (including incidental and consequential damages), interest, fines, penalties, claims,
suits, actions, causes of action, assessments, awards, costs and expenses (including costs
of investigation and defense and attorneys’ and other professionals’ fees and
the cost of enforcing any right to indemnification hereunder), or any diminution in value,
whether or not involving a third party claim (individually, a “Loss” and,
collectively, “Losses”): |
| i) | based
upon, attributable to or resulting from the failure of any of the representations or warranties
made by the McCabe Parties in the Transaction Documents to be true and correct in all respects
at and as of the date hereof and at and as of the Closing Date; |
| ii) | based
upon, attributable to or resulting from the breach of any covenant or other agreement on
the part of the McCabe Parties under any Transaction Document; |
| iii) | relating
to the Orogrande Assets, arising from or relating to the ownership or actions or inactions
of the McCabe Parties on or prior to the Closing Date; and |
| iv) | based
upon, attributable to or resulting from the MPC Assets or Excluded Taxes. |
The
aggregate of all losses for which the Owner and MPC shall be liable pursuant to this Section 9.2(a) shall not exceed $15,000,000.
| (b) | Subject
to Section 9.1, the Company hereby agrees to indemnify, defend and hold the McCabe
Parties and their Affiliates and their respective stockholders, unitholders, directors, managers,
employees, members, partners, agents, attorneys, representatives, successors and permitted
assigns (collectively, the “McCabe Indemnified Parties”) harmless from
and against, and pay to the applicable McCabe Indemnified Parties the amount of, any and
all Losses: |
| i) | based
upon, attributable to or resulting from the failure of any of the representations or warranties
made by the Company or Hudspeth in any Transaction Document to be true and correct in all
respects at the date hereof and as of the Closing Date; |
| ii) | based
upon, attributable to or resulting from the breach of any covenant or other agreement on
the part of the Company or Hudspeth under any Transaction Document; and |
| iii) | relating
to the Orogrande Assets, arising from or relating to the ownership or actions or inactions
of the Company after the Closing Date. |
The
aggregate amount of all Losses for which the Company shall be liable pursuant to this Section 9.2(b) shall not exceed $15,000,000.
| (c) | The
right to indemnification or any other remedy based on representations, warranties, covenants
and agreements in the Transaction Documents shall not be affected by any investigation conducted
at any time, or any Knowledge acquired (or capable of being acquired) at any time, whether
before or after the execution and delivery of this Agreement or the Closing Date, with respect
to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant
or agreement. The waiver of any condition based on the accuracy of any representation or
warranty, or on the performance of or compliance with any such covenant or agreements, will
not affect the right to indemnification or any other remedy based on such representations,
warranties, covenants and agreements. The remedy of indemnification set forth in this ARTICLE
9 shall be in addition to any other remedies that any indemnified party may have under
Applicable Laws (whether asserted in a proceeding at law or in equity). |
| 9.3. | Indemnification
Procedures. |
| (a) | A
claim for indemnification for any matter not involving a third party claim may be asserted
by notice to the party from whom indemnification is sought; provided that failure to so notify
the indemnifying party shall not preclude the indemnified party from any indemnification
which it may claim in accordance with this ARTICLE 9. |
| (b) | If
any indemnified party receives notice of the assertion or commencement of any action made
or brought by any Person who is not a party to this Agreement or an Affiliate of a party
to this Agreement or a representative of the foregoing (a “Third Party Claim”)
against such indemnified party with respect to which the indemnifying party is obligated
to provide indemnification under this Agreement, the indemnified party shall give the indemnifying
party reasonably prompt written notice thereof, but in any event not later than 30 calendar
days after receipt of such notice of such Third Party Claim. The failure to give such prompt
written notice shall not, however, relieve the indemnifying party of its indemnification
obligations, except and only to the extent that the indemnifying party forfeits rights or
defenses by reason of such failure. The indemnifying party shall have the right to participate
in, or by giving written notice to the indemnified party, to assume the defense of any Third
Party Claim at the indemnifying party’s expense and by the indemnifying party’s own counsel,
and the indemnified party shall cooperate in good faith in such defense. In the event that
the indemnifying party assumes the defense of any Third Party Claim, subject to Section
9.3(c), it shall have the right to take such action as it deems necessary to avoid, dispute,
defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name
and on behalf of the indemnified party. The indemnified party shall have the right to participate
in the defense of any Third Party Claim with counsel selected by it subject to the indemnifying
party’s right to control the defense thereof. The fees and disbursements of such counsel
shall be at the expense of the indemnified party, provided, that if in the reasonable opinion
of counsel to the indemnified party, (A) there are legal defenses available to an indemnified
party that are different from or additional to those available to the indemnifying party;
or (B) there exists a conflict of interest between the indemnifying party and the indemnified
party that cannot be waived, the indemnifying party shall be liable for the reasonable fees
and expenses of counsel to the indemnified party in each jurisdiction for which the indemnified
party determines counsel is required. If the indemnifying party elects not to compromise
or defend such Third Party Claim, fails to promptly notify the indemnified party in writing
of its election to defend as provided in this Agreement, or fails to diligently prosecute
the defense of such Third Party Claim, the indemnified party may, subject to Section 9.3(c),
pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses
based upon, arising from or relating to such Third Party Claim. |
| (c) | Notwithstanding
any other provision of this Agreement, the indemnifying party shall not enter into settlement
of any Third Party Claim without the prior written consent of the indemnified party, except
as provided in this Section 9.3(c). If a firm offer is made to settle a Third
Party Claim without leading to liability or the creation of a financial or other obligation
on the part of the indemnified party and provides, in customary form, for the unconditional
release of each indemnified party from all liabilities and obligations in connection with
such Third Party Claim and the indemnifying party desires to accept and agree to such offer,
the indemnifying party shall give written notice to that effect to the indemnified party.
If the indemnified party fails to consent to such firm offer within ten (10) days after its
receipt of such notice, the indemnified party may continue to contest or defend such Third
Party Claim and in such event, the maximum liability of the indemnifying party as to such
Third Party Claim shall not exceed the amount of such settlement offer. If the indemnified
party fails to consent to such firm offer and also fails to assume defense of such Third
Party Claim, the indemnifying party may settle the Third Party Claim upon the terms set forth
in such firm offer to settle such Third Party Claim. If the indemnified party has assumed
the defense pursuant to Section 9.3(b), it shall not agree to any settlement
without the written consent of the indemnifying party (which consent shall not be unreasonably
withheld or delayed). |
ARTICLE
X
MISCELLANEOUS
10.1. Notices.
All notices, requests, demands and other communications required or permitted to be given or made hereunder by any party hereto shall
be in writing and shall be deemed to have been duly given or made if (a) delivered personally, (b) transmitted by first class
registered or certified mail, postage prepaid, return receipt requested, (c) sent by prepaid overnight courier service or (d) sent
by electronic mail transmission, with read receipt requested, to the parties at the following addresses (or at such other addresses as
shall be specified by the parties by like notice):
| If
to the McCabe Parties: |
McCabe
Petroleum Corporation |
| |
500
W Texas, Ste 890 |
| |
Midland,
TX, 79701 |
| |
Attn:
Gregory McCabe |
| |
|
| If
to the Company or Hudspeth: |
Next
Bridge Hydrocarbons, Inc. |
| |
6300
Ridglea Place, Suite 950 |
| |
Fort
Worth, TX 76116 |
| |
Attn:
Luke Hawkins |
| |
|
| With
a copy to (which shall not constitute notice) |
O’Melveny
& Myers, LLP |
| |
2501
N. Harwood Ave., #1700 |
| |
Dallas,
TX 75201 |
| |
Attn:
Jason Schumacher |
Such
notices, requests, demands and other communications shall be effective (x) if delivered personally or sent by courier service, upon actual
receipt by the intended recipient, (y) if mailed, the date of delivery as shown by the return receipt therefor or (z) if sent by electronic
mail transmission, with read receipt requested, when the answer back is received.
10.2. Entire
Agreement. This Agreement, together with the schedules, exhibits, the other Transaction Documents and other writings referred to
herein or delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof
and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter
hereof.
10.3. Binding
Effect; Assignment; Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns; provided that neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (by operation of law or otherwise) without the prior written consent of the
other parties. Notwithstanding the foregoing, Hudspeth shall have the right to assign this Agreement and its rights, interests and obligations
hereunder to an Affiliate without the prior written consent of the other Parties hereto. Nothing in this Agreement, express or implied,
is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any
rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.
10.4. Severability.
If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall
be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and
effect; provided that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be
so limited and shall be enforceable to the maximum extent permitted by Applicable Law.
10.5. Governing
Law; Consent to Jurisdiction.
| (a) | This
Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Texas. Each of the parties submits to the jurisdiction of any state or federal
court sitting in the State of Texas, County of Dallas, or, if it has or can acquire jurisdiction,
in the United States District Court for the Northern District of Texas, in any action or
proceeding arising out of or relating to this Agreement, agrees that all claims in respect
of the action or proceeding shall be heard and determined only in any such court, and agrees
not to bring any action or proceeding arising out of or relating to this Agreement in any
other court. Each of the parties waives any defense of inconvenient forum to maintenance
of any action or proceeding so brought. |
| (b) | ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF TEXAS IN EACH CASE LOCATED
IN THE CITY OF DALLAS, TEXAS AND COUNTY OF DALLAS, AND EACH PARTY IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE
OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN
SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN
ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING
OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE
NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. |
| (c) | EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR
THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT,
THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH
PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE
THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS
OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 10.5(c). |
10.6. Descriptive
Headings. The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement
and shall not affect in any manner the meaning or interpretation of this Agreement.
10.7. Gender.
Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall
be construed to include the plural and vice versa, unless the context otherwise requires.
10.8. References.
All references in this Agreement to Articles, Sections and other subdivisions refer to the Articles, Sections and other subdivisions
of this Agreement unless expressly provided otherwise. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. Whenever the words “include,” “includes” and “including”
are used in this Agreement, such words shall be deemed to be followed by the words “without limitation.” Each reference herein
to a schedule or exhibit refers to the item identified separately in writing by the parties hereto as the described schedule or exhibit
to this Agreement. All schedules and exhibits are hereby incorporated in and made a part of this Agreement as if set forth in full herein.
10.9. Counterparts.
This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same agreement. Each counterpart may consist of a number of copies hereof each signed by less than
all, but together signed by all, the parties hereto.
10.10. Injunctive
Relief. The parties hereto acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall
be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement, and shall be entitled to seek
specific performance of the provisions of this Agreement. Notwithstanding the foregoing, or anything else in this Agreement to the contrary,
if Wolfbone is entitled to terminate this Agreement under Section 8.1(c) due to a failure by the Company to perform its obligation
to proceed with Closing, Wolfbone may, as its sole and exclusive remedy, terminate this Agreement.
10.11. Amendment.
Any provision of this Agreement (including the Exhibits hereto) may be amended, to the extent permitted by law, if, and only if, such
amendment is in writing and signed by the parties hereto.
10.12. Waiver.
Any of the parties to this Agreement may (a) waive any inaccuracies in the representations and warranties of the other parties contained
herein or in any document, certificate or writing delivered pursuant hereto or (b) waive compliance by the other parties with any of
the other’s agreements or fulfillment of any conditions to its own obligations contained herein. Any agreement on the part of a
party hereto to any such waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such party. No
failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
10.13. NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO SUCH OTHER PARTY’S INDEMNIFIED PARTIES
FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS AGREEMENT
OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY,
INDEMNITY OR OTHERWISE, INCLUDING LOSS OF USE, INCREASED COST OF OPERATIONS, LOSS OF PROFIT OR REVENUE OR BUSINESS INTERRUPTIONS. EACH
PARTY RELEASES THE OTHER PARTIES AND WAIVES ANY RIGHT OF RECOVERY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES
SUFFERED BY SUCH PARTY REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY A PARTY’S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH
NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE OR GROSS NEGLIGENCE), FAULT, OR LIABILITY WITHOUT FAULT; PROVIDED, HOWEVER, THE
FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST
CLAIMS ASSERTED BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES. NOTWITHSTANDING ANYTHING IN THIS SECTION 10.13 OR ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, NOTHING IN
THIS SECTION 10.13 SHALL BE CONSTRUED AS LIMITING ANY PERON’S ABILITY TO RECOVER ANY DIRECT DAMAGES (INCLUDING ANY PAYMENT OBLIGATIONS
UNDER THIS AGREEMENT THAT ARE DIRECT DAMAGES) AS PROVIDED UNDER TEXAS LAW.
ARTICLE
XI
DEFINITIONS
11.1. Certain
Defined Terms. As used in this Agreement, each of the following terms has the meaning given it below:
“Affidavit
of Merger” shall mean the Affidavit of Merger and Stipulation of Interest, evidencing the Merger, in the form attached to this
Agreement as Exhibit G.
“Affiliate”
shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls,
is controlled by or is under common control with, such person.
“Applicable
Environmental Law” shall mean all Applicable Laws pertaining to the protection of the environment (e.g., prevention of pollution
and remediation of contamination) and human health and safety, including, without limitation, the Clean Air Act, 42 U.S.C. § 7401
et seq.; the Clean Water Act, 33 U.S.C. § 1251 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2702 et seq.; the Marine
Protection, Research, and Sanctuaries Act, 33 U.S.C. § 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. § 4321
et seq.; the Noise Control Act, 42. U.S.C. § 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.;
the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. § 6901 et seq., as amended by the Hazardous and
Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; the Comprehensive Environmental Response,
Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., as amended by the Superfund Amendments and
Reauthorization Act; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the Toxic Substances Control
Act, 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the Atomic Energy Act,
42 U.S.C. § 2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. § 10101 et seq.; and all analogous applicable
state and local Applicable Laws, including, without limitation, Tex. Nat. Res. Code, Title 3 (Oil and Gas) and 16 Tex. Admin. Code. pt.
1 (Railroad Commission of Texas).
“Applicable
Law” shall mean any federal, state, local, or municipal statute, law, common law, constitution, ordinance, rule or regulation
or any judgment, order, writ, injunction or decree of any Governmental Entity, or any treaty or other legally enforceable directive or
requirement, to which a specified person or property is subject.
“Articles
of Incorporation” shall mean the First Amended and Restated Articles of Incorporation of the Company filed with the State of
Nevada on or about June 30, 2022.
“Asset
Taxes” shall mean ad valorem, property (real, personal or mixed), excise, severance, production, sales, use, or similar Taxes
(excluding, for the avoidance of doubt, any Income Taxes and Transfer Taxes) based upon or measured by the ownership or operation of
the Orogrande Assets or the production of hydrocarbons therefrom or the receipt of proceeds therefrom.
“Burden”
shall mean any and all royalties (including lessors’ royalties and non-participating royalties), overriding royalties, reversionary
interests, net profits interests, production payments and other burdens upon, measured by or payable out of production.
“Business
Day” shall mean a day on which banks are open for the transaction of business in Dallas, Texas.
“Casualty
Loss” shall mean, with respect to all or any major portion of any of the Orogrande Assets, any destruction by fire, blowout,
storm or other casualty or any taking, or pending or threatened taking, in condemnation or expropriation or under the right of eminent
domain of any of the Orogrande Assets or portion thereof, in each case prior to the Closing.
“Certificate
of Merger” shall mean the Certificate of Merger, in the form attached hereto as Exhibit H.
“Code”
shall mean the Internal Revenue Code of 1986, as amended.
“Common
Stock” shall mean the shares of common stock, par value $0.0001 per share, of the Company.
“Disposal”
shall mean disposal as defined under RCRA § 103(3), 42 U.S.C. § 6903(3).
“Effective
Time” shall mean 12:01 a.m. Central Standard Time on January 1, 2023 or such later date on which the Secretary of State of
the State of Texas accepts filing of the Certificate of Merger.
“Encumbrances”
shall mean liens, charges, pledges, options, mortgages, deeds of trust, security interests, claims, restrictions (whether on voting,
sale, transfer, disposition or otherwise), easements and other encumbrances of every type and description, whether imposed by law, agreement,
understanding or otherwise.
“Environmental
Condition” shall mean any event occurring or condition existing prior to the Closing Date with respect to the Orogrande Assets,
or a Hazardous Materials Release or Disposal on or to the environment at any Orogrande Asset, any of which has caused or may later cause
any Orogrande Asset to be subject to Remediation under, or not to be in compliance with, any Applicable Environmental Law.
“Environmental
Liability” shall mean any cost, damage, expense, liability, obligation, or other responsibility arising from or under either
an Applicable Environmental Law or relating to an Environmental Condition.
“Exchange
Act” shall mean the Securities Exchange Act of 1934.
“Excluded
Records” shall mean Wolfbone’s books and records which are any of the following:
| (a) | attorney-client-privileged
communications and work product of Wolfbone’s legal counsel (other than title opinions); |
| (b) | any
books, records, data, files, maps and accounting records to the extent disclosure or transfer
is restricted or prohibited by third-party agreement or Applicable Laws; and |
| (c) | any
and all books, records, data, files, maps and accounting records that relate to the ownership
and operation of the surface of the MPC Assets. |
“Excluded
Taxes” means (a) the following Taxes: (i) all Asset Taxes that relate to the Orogrande Assets or any employee of Wolfbone for
any Pre-Closing Date Tax Period; (ii) all Taxes of, or imposed on, Wolfbone; and (iii) all Transfer Taxes of, or imposed on, Wolfbone
(including to the extent related to the Orogrande Assets or any employees of Wolfbone); and (b) any liability of the Company for any
Taxes referred to in clause (a) whether imposed directly, as a transferee or successor, pursuant to joint and/or several liability, pursuant
to a Contract, by an obligation to withhold or otherwise.
“Governmental
Entity” shall mean any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental, or regulatory
body, agency, department, commission, board, bureau or other authority or instrumentality (domestic or foreign).
“Hazardous
Materials” shall mean any (i) chemical, constituents, material, pollutant, contaminant, substance or waste that is regulated
by any Governmental Entity or may form the basis of liability under any Applicable Environmental Law; (ii) asbestos containing material,
lead-based paint, polychlorinated biphenyls, or radon; and (iii) petroleum, Oil and Gas, or petroleum products.
“Income
Taxes” means any income, franchise and similar Taxes based upon, measured by, or calculated with respect to gross or net income,
profits, capital, or similar measures (or multiple bases, including corporate, franchise, business and occupation, business license,
or similar Taxes, if gross or net income, profits, capital, or a similar measure is one of the bases on which such Tax is based, measured,
or calculated).
“IRS”
shall mean the Internal Revenue Service of the United States.
“Knowledge”
shall be deemed to exist if any individual who is serving as an officer of such Person (or in any similar capacity) is actually aware
of the fact or other matter in question; or a prudent individual could be expected to discover or otherwise become aware of such fact
or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter;
provided, however, that nothing in this definition or otherwise in this Agreement shall impose a duty of inquiry on the part of the McCabe
Parties with respect to the existence or lack thereof of any Permit required of any Lessee or with respect to any Environmental Condition
affecting any of the Orogrande Assets.
“Lessee”
shall mean any lessee under any Oil and Gas Lease.
“Material
Adverse Effect” shall mean with respect to any person, property or asset any adverse change or adverse condition in or relating
to the financial condition of such person, including its subsidiaries, property or asset that is material to such person, its subsidiaries,
property or asset; provided that any prospective change or changes in the conditions listed above or relating to or resulting from (i)
the transactions contemplated by this Agreement (or the announcement of such transactions), (ii) any change or changes in the prices
of oil, gas, natural gas liquids or other hydrocarbon products or (iii) general economic conditions or local, regional, national or international
oil and gas industry conditions, shall not be deemed to constitute a Material Adverse Effect.
“Meta
Materials Deed of Trust” means that certain Deed of Trust, Mortgage, Security Agreement, Fixture Filing, Financing Statement
and Assignment of Production from Wolfbone to Travis Vargo, as Trustee for the benefit of Meta Materials, Inc. dated effective as of
September 30, 2021.
“MPC
Assets” shall mean all of the Orogrande Excluded Assets and those properties and interests set forth on Exhibit F-2,
attached hereto.
“Oil
and Gas” shall mean oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate and all other liquid
hydrocarbons, associated gases, vaporous substances or minerals.
“Orogrande
Assets” shall mean, save and except for the Orogrande Excluded Assets, all of Wolfbone’s interest in the following, free
and clear of any Encumbrances created by, through or under Wolfbone other than Permitted Encumbrances:
| (a) | all
of Wolfbone’s undivided interests in and to the oil and gas leases covering the Contract
Area including such oil and gas lease described in Exhibit A (collectively, the “Oil
and Gas Leases”) and the lands covered thereby, including the lands pooled, unitized
or communitized therewith (the “Lands”), and all right, title and interest
of Wolfbone in and to the leasehold estates created by the Oil and Gas Leases; |
| (b) | any
oil, gas, water, monitoring or injection wells located on the Lands whether producing, operating,
plugged, permanently abandoned, shut-in or temporarily abandoned, including the wells described
in Exhibit B (collectively, the “Wells”) (including the right
to recomplete inside of the wellbore of each Well in a shallower zone than the producing
formation of such Well); |
| (c) | the
pipelines and facilities associated or used in connection with the Wells and Contract Area,
including production units, flow lines and compression facilities, and all real property,
tangible personal property, equipment, fixtures, improvements, permits, rights-of-way, easements,
servitudes and other rights to use the surface or subsurface (including those rights-of-way,
surface or subsurface use agreements, easements and servitudes described in Exhibit C)
(collectively, the “ROWs”), in each case used or held for use in connection
with the exploration, development, production, gathering, treatment, handling, processing,
storing, transporting, sale or disposal of Oil and Gas or water produced from or attributable
to the Units, including all equipment installed on the Oil and Gas Leases, the Lands or the
Wells as of the Effective Time; |
| (d) | The
surface estate of the lands used in connection with the operations of the Oil and Gas Leases
and Wells, including, without limitation, such surface estates described on Exhibit D
together with all improvements, fixtures, field offices, buildings, structures and appurtenances
located on such real property (collectively, the “Surface Property”); |
| (e) | The
unitization, pooling and communitization agreements, declarations and orders, and the units
created thereby and all other such agreements covering all or any portion of the Oil and
Gas Leases (the “Units” and together with the Oil and Gas Leases, Lands,
the ROWs, and the Surface Property, the “Orogrande Properties”); |
| (f) | All
Oil and Gas in, on, under, or produced from or attributable to the Orogrande Properties at
and after the Effective Time, and the proceeds thereof, and all Oil and Gas inventories from
or attributable to the Orogrande Properties that are in storage as of the Effective Time; |
| (g) | The
tangible personal property, fixtures, improvements, equipment, materials and inventory used
on or associated with or held for use in connection with the ownership, operation or development
of the Orogrande Properties that are physically located within the Contract Area (the “Inventory”); |
| (h) | To
the extent related to the Orogrande Properties and not constituting Excluded Records, (i)
all data, files or records in the control or possession of Wolfbone pertaining to the ownership
of the Orogrande Assets, including but not limited to all abstracts of title, accounting
records, financial reports and projections, escrow reports, books, division order files,
documents evidencing the prices currently being paid for production, engineering data, geological
and geophysical reports, lease files, logs, maps, pressure data, production records, supplemental
abstracts of title, title curative materials, title opinions, title reports, notices, evidence
of payment, correspondence and other data; (ii) Contract files; (iii) operations, environmental,
production and accounting records; (iv) production, facility and well records and data; and
(v) Asset Tax records (whether originals or photocopies) (the “Records”); |
| (i) | Without
limiting the foregoing, and excepting only the MPC Assets, any oil and gas properties or
interests located in the “Contract Area” shown on Exhibit E including
all other right, title and interest (of whatever kind of character, whether legal or equitable,
and whether vested or contingent) of Wolfbone in and to any (1) Oil and Gas produced from
lands located within the Contract Area after the Effective Time and (2) property, rights
and obligations with respect to the Contract Area ((1) and (2) include interests in oil,
gas and/or mineral leases, Burdens, fee mineral interests, fee royalty interests, and any
other interest insofar as they cover, or arise with respect to, the Contract Area); and |
| (j) | All
contracts and agreements that are reasonably necessary to own, explore, develop, operate,
maintain or use the Orogrande Assets (along with the Oil and Gas Leases and the ROWs, collectively,
the “Contracts”) |
| (k) | All
rights, claims and causes of action to the extent attributable to the Orogrande Assets described
in this definition “Orogrande Assets” insofar as such rights, claims and causes
of action arise on or after the Effective Time |
“Orogrande
Excluded Assets” means all of the following:
| (a) | All
rights, claims and causes of action whether arising before, on or after the Effective Time,
to the extent such rights, claims and causes of action relate to any of Wolfbone’s
cure, remediation or indemnity obligations under this Agreement; |
| (b) | Any
accounts receivable, trade accounts or any other receivables attributable to the Orogrande
Assets accruing or attributable to the period before the Effective Time; |
| (c) | All
contracts of insurance or indemnity and any Oil and Gas sale agreements; |
| (d) | All
Oil and Gas from or attributable to the Orogrande Assets with respect to all periods prior
to the Effective Time, and all proceeds attributable thereto; |
| (e) | All
claims for refunds of Taxes of Wolfbone before the Effective Time; |
| (f) | The
Excluded Records; and |
| (g) | Those
assets described on Exhibit F-1. |
“Other
Minerals” shall mean sulphur, lignite, coal, uranium, thorium, iron, geothermal steam, water, carbon dioxide, helium and all
other minerals, ores or substances of value whether or not generally produced from a wellbore in conjunction with the production of Oil
and Gas.
“Permits”
shall mean licenses, permits, franchises, consents, approvals, variances, exemptions, waivers and other authorizations of or from Governmental
Entities or pursuant to any Applicable Law or Applicable Environmental Law.
“Permitted
Encumbrances” shall mean (i) liens for Taxes not yet due and payable, and (ii) statutory liens (including materialmen’s,
mechanic’s, repairmen’s landlord’s, and other similar liens) arising in connection with the ordinary course of business
securing payments not yet due and payable.
“Person”
(whether or not capitalized) shall mean any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, enterprise, unincorporated organization or Governmental Entity.
“Post-Closing
Date Tax Period” means any Tax period (or portion of a Tax period) beginning on or after the Closing Date.
“Pre-Closing
Date Tax Period” means any Tax period (or portion of a Tax period) ending on or before the Closing Date.
“Proceedings”
shall mean all proceedings, actions, claims, suits, investigations and inquiries by or before any arbitrator or Governmental Entity.
“Production”
shall mean all interests in all Oil and Gas and Other Minerals produced from or allocated to the Orogrande Assets, and any products processed
or obtained therefrom.
“reasonable
best efforts” shall mean a party’s best efforts in accordance with reasonable commercial practice and without the incurrence
of unreasonable expense.
“Release”
shall mean release as defined under CERCLA § 101(22), 42 U.S.C. § 9601(22).
“Remediate”
or “Remediation” shall mean any action or work taken to remove or otherwise remedy any Environmental Condition, including
(i) any survey, site assessment, audit, investigation, inspection, sampling, analysis, removal, excavation, pump and treat, cleanup,
abatement, corrective action, remediation, Disposal, storage, handling, or treatment required under any Applicable Environmental Law
and (ii) any action required to bring any Orogrande Assets into compliance with any Applicable Environmental Law.
“SEC”
shall mean the Securities and Exchange Commission.
“Securities
Act” shall mean the Securities Act of 1933, as amended.
“Tax”
or “Taxes” shall mean (a) any and all taxes, assessments, charges, duties, fees, levies, imposts or other similar
charges imposed by a Governmental Entity, including all income, franchise, profits, margins, capital gains, capital stock, transfer,
gross receipts, sales, use, transfer, service, occupation, ad valorem, real or personal property, excise, severance, windfall profits,
customs, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum,
add-on, value-added, withholding and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges of any
kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest, whether disputed or otherwise, and (b)
any liability of Wolfbone for the payment of any amounts of the type described in clause (a) as a result of any express or implied obligation
to indemnify or otherwise assume or succeed to the liability of any other Person as a successor, transferee, by contract, or otherwise.
“Tax
Return” shall mean any report, return, election, document, estimated Tax filing, declaration, claim for refund, extensions,
information returns, or other filing with respect to any Taxes provided to any Governmental Entity including any schedules or attachments
thereto and any amendment thereof.
“TBOC”
shall mean the Texas Business Organizations Code, as amended.
“Transaction
Documents” shall mean this Agreement, the Certificate of Merger, the Certificate of Formation, the Affidavit of Merger and
any document, agreement, instrument or certificate delivered pursuant hereto.
“Transfer
Tax” means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including
any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.
“Treasury
Regulations” shall mean the regulations promulgated by the United States Treasury Department under the Code.
11.2. Certain
Additional Defined Terms. In addition to such terms as are defined in Section 11.1, the following terms are used in this Agreement
as defined in the Sections set forth opposite such terms:
| Defined
Term |
Section
Reference |
| Agreement |
Introduction |
| Board |
Section
2.2(a) |
| Certificate
of Formation |
Section
1.1(a)(v) |
| Closing |
Section
1.1(b) |
| Closing
Date |
Section
1.1(b) |
| Closing
Settlement Statement |
Section
1.3(a) |
| Company |
Introduction |
| Company
Financial Statements |
Section
2.7 |
| Company
Indemnified Parties |
Section
9.2(a) |
| Confidential
Information |
Section
5.1 |
| Consideration |
Section
1.2 |
| Contracts |
Section
11.1(Orogrande Assets)(j) |
| Contract
Area |
Section
11.1(Orogrande Assets)(i) |
| Disputed
Amounts |
Section
1.3(c) |
| DTC |
Section
2.11 |
| Fairness
Opinion |
Section
6.3(g) |
| Financial
Statements |
Section
5.8 |
| Hudspeth |
Introduction |
| Hudspeth
Oil |
Recitals |
| Hudspeth’s
Certificate |
Section
2.2(b) |
| Independent
Accountant |
Section
1.3(c) |
| Inventory |
Section
11.1(Orogrande Assets)(g) |
| Lands |
Section
11.1(Orogrande Assets)(a) |
| Loss |
Section
9.2(a) |
| McCabe
Indemnified Parties |
Section
9.2(a) |
| McCabe
Parties |
Article
2 |
| Merger |
Recitals |
| Defined
Term |
Section
Reference |
| MPC |
Introduction |
| Note |
Recitals |
| Oil
and Gas Lease |
Section
11.1(Orogrande Assets)(a) |
| Orogrande
Obligation |
Recitals |
| Orogrande
Properties |
Section
11.1(Orogrande Assets)(e) |
| Owner |
Introduction |
| Party
or Parties |
Introduction |
| Preferred
Stock |
Section
2.3(a) |
| Properties |
Section
1.2 |
| Records |
Section
11.1(Orogrande Assets)(h) |
| Representatives |
Section
5.1 |
| Resolution
Period |
Section
1.3(b) |
| Review
Period |
Section
1.3(b) |
| ROWs |
Section
11.1(Orogrande Assets)(c) |
| SEC
Filings |
Section
3.19 |
| Sole
Member |
Section
2.2(b) |
| Statement
of Objections |
Section
1.3(b) |
| Subject
Shares |
Section
1.2 |
| Surface
Property |
Section
11.1(Orogrande Assets)(d) |
| Third
Party Claim |
Section
9.3(b) |
| Transfer
Agent |
Section
1.2 |
| Undisputed
Amounts |
Section
1.3(c) |
| Units |
Section
11.1(Orogrande Assets)(e) |
| Wells |
Section
11.1(Orogrande Assets)(b) |
| Wolfbone |
Introduction |
| Wolfbone-Entitled
Production and Proceeds |
Section
7.1 |
| Wolfbone’s
Indemnified Parties |
Section
9.2(b) |
[Signature
Page Follows]
IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its representative thereunto duly authorized,
as of the date first written above.
| |
COMPANY: |
| |
|
|
| |
NEXT BRIDGE HYDROCARBONS, INC. |
| |
|
|
| |
By: |
/s/ Clifton DuBose, Jr. |
|
| |
Name: |
Clifton DuBose, Jr. |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
HUDSPETH: |
| |
|
|
| |
HUDSPETH OPERATING, LLC |
| |
|
|
| |
By: |
Hudspeth Oil Corporation, a Texas corporation, its sole member |
| |
|
|
| |
By: |
/s/ Clifton DuBose, Jr. |
|
| |
Name: |
Clifton DuBose, Jr. |
| |
Title: |
Chief Executive Officer |
[Signature Page to Agreement and Plan of Merger]
| |
WOLFBONE: |
| |
|
|
| |
WOLFBONE INVESTMENTS LLC |
| |
|
|
| |
By: |
/s/ Gregory McCabe |
|
| |
Name: |
Gregory McCabe |
| |
Title: |
Manager |
| |
|
|
| |
MPC: |
|
| |
|
|
| |
MCCABE PETROLEUM CORPORATION |
| |
|
|
| |
By: |
/s/ Gregory McCabe |
|
| |
Name: |
Gregory McCabe |
| |
Title: |
|
| |
|
|
| |
OWNER: |
| |
|
|
|
|
| |
/s/ Gregory McCabe |
|
|
| |
Gregory McCabe |
[Signature Page to Agreement and Plan of Merger]
Exhibit
A
Oil
and Gas Leases
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 1. |
115099 |
All
of Section 1, Block A, University Land Survey, Hudspeth County, Texas |
687.5 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138149 Official Records of Hudspeth County, TX |
| 2. |
115100 |
All
of Section 2, Block A, University Land Survey, Hudspeth County, Texas |
689.3 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138150 Official Records of Hudspeth County, TX |
| 3. |
115101 |
All
of Section 3, Block A, University Land Survey, Hudspeth County, Texas |
691.2 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138151 Official Records of Hudspeth County, TX |
| 4. |
115102 |
All
of Section 4, Block A, University Land Survey, Hudspeth County, Texas |
693.4 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138152 Official Records of Hudspeth County, TX |
| 5. |
115103 |
All
of Section 5, Block A, University Land Survey, Hudspeth County, Texas |
695.9 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138153 Official Records of Hudspeth County, TX |
| 6. |
115104 |
All
of Section 6, Block A, University Land Survey, Hudspeth County, Texas |
698.4 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138154 Official Records of Hudspeth County, TX |
| 7. |
115105 |
All
of Section 7, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138155 Official Records of Hudspeth County, TX |
| 8. |
115106 |
All
of Section 8, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138156 Official Records of Hudspeth County, TX |
| 9. |
115107 |
All
of Section 9, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138157 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 10. |
115108 |
All
of Section 10, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138158 Official Records of Hudspeth County, TX |
| 11. |
115109 |
All
of Section 11, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138159 Official Records of Hudspeth County, TX |
| 12. |
115110 |
All
of Section 12, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138160 Official Records of Hudspeth County, TX |
| 13. |
115111 |
All
of Section 13, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138161 Official Records of Hudspeth County, TX |
| 14. |
115112 |
All
of Section 14, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138162 Official Records of Hudspeth County, TX |
| 15. |
115113 |
All
of Section 15, Block A, University Land Survey, Hudspeth County, Texas |
688.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138163 Official Records of Hudspeth County, TX |
| 16. |
115114 |
All
of Section 16, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138164 Official Records of Hudspeth County, TX |
| 17. |
115115 |
All
of Section 17, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138165 Official Records of Hudspeth County, TX |
| 18. |
115116 |
All
of Section 18, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138166 Official Records of Hudspeth County, TX |
| 19. |
115117 |
All
of Section 19, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138167 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 20. |
115118 |
All
of Section 20, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138168 Official Records of Hudspeth County, TX |
| 21. |
115119 |
All
of Section 21, Block A, University Land Survey, Hudspeth County, Texas |
688.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138169 Official Records of Hudspeth County, TX |
| 22. |
115120 |
All
of Section 22, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138170 Official Records of Hudspeth County, TX |
| 23. |
115121 |
All
of Section 23, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138171 Official Records of Hudspeth County, TX |
| 24. |
115122 |
All
of Section 24, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138172 Official Records of Hudspeth County, TX |
| 25. |
115123 |
All
of Section 25, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138173 Official Records of Hudspeth County, TX |
| 26. |
115124 |
All
of Section 26, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138174 Official Records of Hudspeth County, TX |
| 27. |
115125 |
All
of Section 27, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138204 Official Records of Hudspeth County, TX |
| 28. |
115126 |
All
of Section 28, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138146 Official Records of Hudspeth County, TX |
| 29. |
115127 |
All
of Section 29, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138175 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 30. |
115128 |
All
of Section 30, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138176 Official Records of Hudspeth County, TX |
| 31. |
115129 |
All
of Section 31, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138177 Official Records of Hudspeth County, TX |
| 32. |
115130 |
All
of Section 32, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138178 Official Records of Hudspeth County, TX |
| 33. |
115131 |
All
of Section 33, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138179 Official Records of Hudspeth County, TX |
| 34. |
115132 |
All
of Section 34, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138180 Official Records of Hudspeth County, TX |
| 35. |
115133 |
All
of Section 35, Block A, University t and Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138181 Official Records of Hudspeth County, TX |
| 36. |
115134 |
All
of Section 36, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138182 Official Records of Hudspeth County, TX |
| 37. |
115135 |
All
of Section 37, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138147 Official Records of Hudspeth County, TX |
| 38. |
115136 |
All
of Section 38, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138183 Official Records of Hudspeth County, TX |
| 39. |
115137 |
All
of Section 39, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138184 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 40. |
115138 |
All
of Section 40, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138185 Official Records of Hudspeth County, TX |
| 41. |
115139 |
All
of Section 41, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138186 Official Records of Hudspeth County, TX |
| 42. |
115140 |
All
of Section 42, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138187 Official Records of Hudspeth County, TX |
| 43. |
115141 |
All
of Section 43, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138188 Official Records of Hudspeth County, TX |
| 44. |
115142 |
All
of Section 44, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138189 Official Records of Hudspeth County, TX |
| 45. |
115143 |
All
of Section 45, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138190 Official Records of Hudspeth County, TX |
| 46. |
115144 |
All
of Section 46, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138191 Official Records of Hudspeth County, TX |
| 47. |
115145 |
All
of Section 47, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138192 Official Records of Hudspeth County, TX |
| 48. |
115146 |
All
of Section 48, Block A, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138193 Official Records of Hudspeth County, TX |
| 49. |
115147 |
All
of Section 1, Block B, University Land Survey, Hudspeth County, Texas |
682.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138194 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 50. |
115148 |
All
of Section 2, Block B, University Land Survey, Hudspeth County, Texas |
683.2 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138195 Official Records of Hudspeth County, TX |
| 51. |
115149 |
All
of Section 3, Block B, University Land Survey, Hudspeth County, Texas |
684.1 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138196 Official Records of Hudspeth County, TX |
| 52. |
115150 |
All
of Section 4, Block B, University Land Survey, Hudspeth County, Texas |
684.9 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138197 Official Records of Hudspeth County, TX |
| 53. |
115151 |
All
of Section 5, Block B, University Land Survey, Hudspeth County, Texas |
685.2 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138198 Official Records of Hudspeth County, TX |
| 54. |
115152 |
All
of Section 6, Block B, University Land Survey, Hudspeth County, Texas |
685.9 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138199 Official Records of Hudspeth County, TX |
| 55. |
115153 |
All
of Section 7, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138200 Official Records of Hudspeth County, TX |
| 56. |
115154 |
All
of Section 8, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138201 Official Records of Hudspeth County, TX |
| 57. |
115155 |
All
of Section 9, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138202 Official Records of Hudspeth County, TX |
| 58. |
115156 |
All
of Section 10, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#136203 Official Records of Hudspeth County, TX |
| 59. |
115157 |
All
of Section 11, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138205 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 60. |
115158 |
All
of Section 12, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138206 Official Records of Hudspeth County, TX |
| 61. |
115159 |
All
of Section 13, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138207 Official Records of Hudspeth County, TX |
| 62. |
115160 |
Ali
of Section 14, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138208 Official Records of Hudspeth County, TX |
| 63. |
115161 |
All
of Section 15, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138209 Official Records of Hudspeth County, TX |
| 64. |
115162 |
All
of Section 16, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138210 Official Records of Hudspeth County, TX |
| 65. |
115163 |
All
of Section 17, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138211 Official Records of Hudspeth County, TX |
| 66. |
115164 |
All
of Section 18, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138212 Official Records of Hudspeth County, TX |
| 67. |
115165 |
All
of Section 19, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138213 Official Records of Hudspeth County, TX |
| 68. |
115166 |
All
of Section 20, Block B, University Land Survey, Hudspeth County, Texas |
688.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138214 Official Records of Hudspeth County, TX |
| 69. |
115167 |
All
of Section 21, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138215 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 70. |
115168 |
All
of Section 22, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138216 Official Records of Hudspeth County, TX |
| 71. |
115169 |
All
of Section 23, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138217 Official Records of Hudspeth County, TX |
| 72. |
115170 |
All
of Section 24, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138218 Official Records of Hudspeth County, TX |
| 73. |
115171 |
All
of Section 25, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138219 Official Records of Hudspeth County, TX |
| 74. |
115172 |
All
of Section 26, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138148 Official Records of Hudspeth County, TX |
| 75. |
115173 |
All
of Section 27, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138220 Official Records of Hudspeth County, TX |
| 76. |
115174 |
All
of Section 28, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138221 Official Records of Hudspeth County, TX |
| 77. |
115175 |
All
of Section 29, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138222 Official Records of Hudspeth County, TX |
| 78. |
115176 |
All
of Section 30, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138223 Official Records of Hudspeth County, TX |
| 79. |
115177 |
All
of Section 31, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138224 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 80. |
115178 |
All
of Section 32, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138225 Official Records of Hudspeth County, TX |
| 81. |
115179 |
All
of Section 33, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138226 Official Records of Hudspeth County, TX |
| 82. |
115180 |
All
of Section 34, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138227 Official Records of Hudspeth County, TX |
| 83. |
115181 |
All
of Section 35, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138228 Official Records of Hudspeth County, TX |
| 84. |
115182 |
All
of Section 36, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138229 Official Records of Hudspeth County, TX |
| 85. |
115183 |
All
of Section 37, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138230 Official Records of Hudspeth County, TX |
| 86. |
115184 |
All
of Section 38, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138231 Official Records of Hudspeth County, TX |
| 87. |
115185 |
All
of Section 39, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138232 Official Records of Hudspeth County, TX |
| 88. |
115186 |
All
of Section 40, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138233 Official Records of Hudspeth County, TX |
| 89. |
115187 |
All
of Section 41, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138234 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 90. |
115188 |
All
of Section 42, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138235 Official Records of Hudspeth County, TX |
| 91. |
115189 |
All
of Section 43, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138236 Official Records of Hudspeth County, TX |
| 92. |
115190 |
All
of Section 44, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138237 Official Records of Hudspeth County, TX |
| 93. |
115191 |
All
of Section 45, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138238 Official Records of Hudspeth County, TX |
| 94. |
115192 |
All
of Section 46, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138239 Official Records of Hudspeth County, TX |
| 95. |
115193 |
All
of Section 47, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138240 Official Records of Hudspeth County, TX |
| 96. |
115194 |
All
of Section 48, Block B, University Land Survey, Hudspeth County, Texas |
686.7 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138241 Official Records of Hudspeth County, TX |
| 97. |
115195 |
All
of Section 1, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138242 Official Records of Hudspeth County, TX |
| 98. |
115196 |
All
of Section 2, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138243 Official Records of Hudspeth County, TX |
| 99. |
115197 |
All
of Section 3, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138244 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 100. |
115198 |
All
of Section 4, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138245 Official Records of Hudspeth County, TX |
| 101. |
115199 |
All
of Section 5, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138247 Official Records of Hudspeth County, TX |
| 102. |
115200 |
All
of Section 6, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138248 Official Records of Hudspeth County, TX |
| 103. |
115201 |
All
of Section 7, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138249 Official Records of Hudspeth County, TX |
| 104. |
115202 |
All
of Section 8, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138250 Official Records of Hudspeth County, TX |
| 105. |
115203 |
All
of Section 9, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138251 Official Records of Hudspeth County, TX |
| 106. |
115204 |
All
of Section 10, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138252 Official Records of Hudspeth County, TX |
| 107. |
115205 |
All
of Section 11, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138253 Official Records of Hudspeth County, TX |
| 108. |
115206 |
All
of Section 12, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138254 Official Records of Hudspeth County, TX |
| 109. |
115207 |
All
of Section 13, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138255 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 110. |
115208 |
All
of Section 14, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138256 Official Records of Hudspeth County, TX |
| 111. |
115209 |
All
of Section 15, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138257 Official Records of Hudspeth County, TX |
| 112. |
115210 |
All
of Section 16, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138258 Official Records of Hudspeth County, TX |
| 113. |
115211 |
All
of Section 17, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138259 Official Records of Hudspeth County, TX |
| 114. |
115212 |
All
of Section 18, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138260 Official Records of Hudspeth County, TX |
| 115. |
115213 |
All
of Section 19, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138261 Official Records of Hudspeth County, TX |
| 116. |
115214 |
All
of Section 20, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138262 Official Records of Hudspeth County, TX |
| 117. |
115215 |
All
of Section 21, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138263 Official Records of Hudspeth County, TX |
| 118. |
115216 |
All
of Section 22, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138264 Official Records of Hudspeth County, TX |
| 119. |
115217 |
All
of Section 23, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138265 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 120. |
115218 |
All
of Section 24, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138266 Official Records of Hudspeth County, TX |
| 121. |
115219 |
All
of Section 25, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138267 Official Records of Hudspeth County, TX |
| 122. |
115220 |
All
of Section 26, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138268 Official Records of Hudspeth County, TX |
| 123. |
115221 |
All
of Section 27, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138269 Official Records of Hudspeth County, TX |
| 124. |
115222 |
All
of Section 28, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138270 Official Records of Hudspeth County, TX |
| 125. |
115223 |
All
of Section 29, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138271 Official Records of Hudspeth County, TX |
| 126. |
115224 |
All
of Section 30, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138272 Official Records of Hudspeth County, TX |
| 127. |
115225 |
All
of Section 31, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138273 Official Records of Hudspeth County, TX |
| 128. |
115226 |
All
of Section 32, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138274 Official Records of Hudspeth County, TX |
| 129. |
115227 |
All
of Section 33, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138275 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 130. |
115228 |
All
of Section 34, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138276 Official Records of Hudspeth County, TX |
| 131. |
115229 |
All
of Section 35, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138277 Official Records of Hudspeth County, TX |
| 132. |
115230 |
All
of Section 36, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138278 Official Records of Hudspeth County, TX |
| 133. |
115231 |
All
of Section 37, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138279 Official Records of Hudspeth County, TX |
| 134. |
115232 |
All
of Section 38, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138280 Official Records of Hudspeth County, TX |
| 135. |
115233 |
All
of Section 39, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138281 Official Records of Hudspeth County, TX |
| 136. |
115234 |
All
of Section 40, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138282 Official Records of Hudspeth County, TX |
| 137. |
115235 |
All
of Section 41, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138283 Official Records of Hudspeth County, TX |
| 138. |
115236 |
All
of Section 42, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138284 Official Records of Hudspeth County, TX |
| 139. |
115237 |
All
of Section 43, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138285 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 140. |
115238 |
All
of Section 44, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138286 Official Records of Hudspeth County, TX |
| 141. |
115239 |
All
of Section 45, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138287 Official Records of Hudspeth County, TX |
| 142. |
115240 |
All
of Section 46, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138288 Official Records of Hudspeth County, TX |
| 143. |
115241 |
All
of Section 47, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138289 Official Records of Hudspeth County, TX |
| 144. |
115242 |
All
of Section 48, Block E, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138290 Official Records of Hudspeth County, TX |
| 145. |
115243 |
All
of Section 1, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138291 Official Records of Hudspeth County, TX |
| 146. |
115244 |
All
of Section 2, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138292 Official Records of Hudspeth County, TX |
| 147. |
115245 |
All
of Section 3, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138293 Official Records of Hudspeth County, TX |
| 148. |
115246 |
All
of Section 4, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138294 Official Records of Hudspeth County, TX |
| 149. |
115247 |
All
of Section 5, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138295 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 150. |
115248 |
All
of Section 6, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138296 Official Records of Hudspeth County, TX |
| 151. |
115249 |
All
of Section 7, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138297 Official Records of Hudspeth County, TX |
| 152. |
115250 |
All
of Section 8, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138298 Official Records of Hudspeth County, TX |
| 153. |
115251 |
All
of Section 9, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138299 Official Records of Hudspeth County, TX |
| 154. |
115252 |
All
of Section 10, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138300 Official Records of Hudspeth County, TX |
| 155. |
115253 |
All
of Section 11, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138301 Official Records of Hudspeth County, TX |
| 156. |
115254 |
All
of Section 12, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138302 Official Records of Hudspeth County, TX |
| 157. |
115255 |
All
of Section 13, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138303 Official Records of Hudspeth County, TX |
| 158. |
115256 |
All
of Section 14, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138304 Official Records of Hudspeth County, TX |
| 159. |
115257 |
All
of Section 15, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138305 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 160. |
115258 |
All
of Section 16, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138306 Official Records of Hudspeth County, TX |
| 161. |
115259 |
All
of Section 17, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138307 Official Records of Hudspeth County, TX |
| 162. |
115260 |
All
of Section 18, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138308 Official Records of Hudspeth County, TX |
| 163. |
115261 |
All
of Section 19, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138309 Official Records of Hudspeth County, TX |
| 164. |
115262 |
All
of Section 20, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138310 Official Records of Hudspeth County, TX |
| 165. |
115263 |
All
of Section 21, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138311 Official Records of Hudspeth County, TX |
| 166. |
115264 |
All
of Section 22, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138312 Official Records of Hudspeth County, TX |
| 167. |
115265 |
All
of Section 23, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138313 Official Records of Hudspeth County, TX |
| 168. |
115266 |
All
of Section 24, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138314 Official Records of Hudspeth County, TX |
| 169. |
115267 |
All
of Section 25, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138315 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 170. |
115268 |
All
of Section 26, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138316 Official Records of Hudspeth County, TX |
| 171. |
115269 |
All
of Section 27, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138317 Official Records of Hudspeth County, TX |
| 172. |
115270 |
All
of Section 28, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138318 Official Records of Hudspeth County, TX |
| 173. |
115271 |
All
of Section 29, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138319 Official Records of Hudspeth County, TX |
| 174. |
115272 |
All
of Section 30, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138320 Official Records of Hudspeth County, TX |
| 175. |
115273 |
All
of Section 31, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138321 Official Records of Hudspeth County, TX |
| 176. |
115274 |
All
of Section 32, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138322 Official Records of Hudspeth County, TX |
| 177. |
115275 |
All
of Section 33, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138323 Official Records of Hudspeth County, TX |
| 178. |
115276 |
All
of Section 34, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138324 Official Records of Hudspeth County, TX |
| 179. |
115277 |
All
of Section 35, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138325 Official Records of Hudspeth County, TX |
| TRACT |
UNIVERSITY
LEASE # |
LEASE
DESCRIPTION |
ACRES |
LESSOR |
LESSEE |
DOCUMENT
DATE |
RECORDING
DATA
BOOK & PAGE |
| 180. |
115278 |
All
of Section 36, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138326 Official Records of Hudspeth County, TX |
| 181. |
115279 |
All
of Section 37, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138327 Official Records of Hudspeth County, TX |
| 182. |
115280 |
All
of Section 38, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138328 Official Records of Hudspeth County, TX |
| 183. |
115281 |
All
of Section 39, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138329 Official Records of Hudspeth County, TX |
| 184. |
115282 |
All
of Section 40, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138330 Official Records of Hudspeth County, TX |
| 185. |
115283 |
All
of Section 41, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138331 Official Records of Hudspeth County, TX |
| 186. |
115284 |
All
of Section 42, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138332 Official Records of Hudspeth County, TX |
| 187. |
115285 |
All
of Section 43, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138333 Official Records of Hudspeth County, TX |
| 188. |
115286 |
All
of Section 44, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138334 Official Records of Hudspeth County, TX |
| 189. |
115287 |
All
of Section 45, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138335 Official Records of Hudspeth County, TX |
| 190. |
115288 |
All
of Section 46, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138336 Official Records of Hudspeth County, TX |
| 191. |
115289 |
All
of Section 47, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138337 Official Records of Hudspeth County, TX |
| 192. |
115290 |
All
of Section 48, Block F, University Land Survey, Hudspeth County, Texas |
709.6 |
State
of Texas |
Founders
Oil & Gas, LLC |
4/10/2013 |
Document
#138338 Official Records of Hudspeth County, TX |
Development
Unit Agreement 2837 by the State of Texas and Founders Oil & Gas Operating, LLC effective as of January 1, 2017 (as amended from
time to time)
Exhibit
B
Wells
| NAME |
API |
BASIN |
OPERATOR
MAP |
LATITUDE
NAD83 |
LONGITUDE
NAD 83 |
BLOCK |
SECTION |
| University
Theisen #1 |
4222900002 |
Orogrande |
Standard
Oil Company of Texas |
31.82252084 |
-105.7821259 |
E |
19 |
| University
39881 #1 |
4222900015 |
Orogrande |
Magnolia
Petroleum Company |
31.95631851 |
-105.6008244 |
C |
19 |
| Texaco
State of Texas FO A-3 |
4222930005 |
Orogrande |
Texaco
A-3 |
31.89743964 |
-105.6259339 |
A |
3 |
| Texaco
State of Texas #1-27 |
4222930006 |
Orogrande |
Texaco |
31.7980218 |
-105.6353826 |
D |
27 |
| University
A-3 Brown |
4222930225 |
Orogrande |
Brown,
H.L. Jr. |
31.99045645 |
-105.8270286 |
A |
3 |
| University
Big Iron C45 #1 |
4222900029 |
Orogrande |
Trail
Mountain Inc. |
31.89743964 |
-105.6259339 |
C |
45 |
| University
Sizzler D5 #1 |
4222930227 |
Orogrande |
Trail
Mountain Inc. |
31.87414003 |
-105.6574741 |
D |
5 |
| University
Cactus A35 #1 |
4222930235 |
Orogrande |
Trail
Mountain Inc. |
31.9182889 |
-105.8093331 |
A |
35 |
| University
Serengeti B1 #1 |
4222930236 |
Orogrande |
Trail
Mountain Inc. |
31.99954415 |
-105.6900484 |
B |
1 |
| University
Drifter C49 #1 |
4222930262 |
Orogrande |
Trail
Mountain Inc. |
31.89071541 |
-105.6731439 |
C |
49 |
| University
Outlaw C47 #1 |
4222930263 |
Orogrande |
Trail
Mountain Inc. |
31.89400165 |
-105.6692732 |
C |
47 |
| University
Ranger C50 #2 |
4222930264 |
Orogrande |
Trail
Mountain Inc. |
31.89070731 |
-105.6692827 |
C |
50 |
| University
Rich A11 #1 |
4222930274 |
Orogrande |
Maverick
Operating LLC |
31.97181111 |
-105.8226722 |
A |
11 |
| University
Founders B19 #1 |
4222930275 |
Orogrande |
Maverick
Operating LLC |
31.95356577 |
-105.7749525 |
B |
19 |
| University
Founders A25 #1 |
4222930276 |
Orogrande |
Maverick
Operating LLC |
31.93802257 |
-105.8056722 |
A |
25 |
| University
Founders A25 #1H |
4222930276 |
Orogrande |
Maverick
Operating LLC |
31.93802257 |
-105.8056722 |
A |
25 |
| University
Hueco A39 #1 |
4222930277 |
Orogrande |
Maverick
Operating LLC |
31.90478393 |
-105.831498 |
A |
39 |
| University
Maverick A24 #1 |
4222930278 |
Orogrande |
Maverick
Operating LLC |
31.94982206 |
-105.8007133 |
A |
24 |
| University
Rich A11 #2 |
4222930279 |
Orogrande |
Maverick
Operating LLC |
31.97423811 |
-105.8226366 |
A |
11 |
| University
A 35 # 1H |
4222930235 |
Orogrande |
Maverick
Operating LLC |
31.9182889 |
-105.8093331 |
A |
35 |
| University
Founders A 25 # 2 ST |
4222930280 |
Orogrande |
Maverick
Operating LLC |
31.93802206 |
-105.8051887 |
A |
25 |
| NAME |
API |
BASIN |
OPERATOR
MAP |
LATITUDE
NAD83 |
LONGITUDE
NAD 83 |
BLOCK |
SECTION |
| Well
1: University Maverick A24 #2 |
4222930283 |
Orogrande |
Hudspeth
Operating LLC |
31.95281587 |
-105.7911661 |
A |
24 |
| Well
2: University Maverick A24 #3 |
4222930284 |
Orogrande |
Hudspeth
Operating LLC |
31.95282394 |
-105.7910049 |
A |
24 |
| Well
3: University Masterson B10 #1 |
4222930281 |
Orogrande |
Hudspeth
Operating LLC |
31.98466552 |
-105.7247234 |
B |
10 |
| Well
5 Re-entry: Hueco A39 #1 |
4222930277 |
Orogrande |
Hudspeth
Operating LLC |
31.90478393 |
-105.831498 |
A |
39 |
| Well
6- Re-entry: Rich A11 2 |
4222930279 |
Orogrande |
Hudspeth
Operating LLC |
31.97423811 |
-105.8226366 |
A |
11 |
| Well
1: University Masterson B10 #3 |
4222930287 |
Orogrande |
Hudspeth
Operating LLC |
|
|
B |
10 |
| Well
2: University Cactus A35 #2 |
4222930290 |
Orogrande |
Hudspeth
Operating LLC |
|
|
A |
35 |
| Well
3: University Heuco A39 #2 |
4222930291 |
Orogrande |
Hudspeth
Operating LLC |
|
|
A |
39 |
| Well
4: University Founders A25 #3 |
4222930288 |
Orogrande |
Hudspeth
Operating LLC |
|
|
A |
25 |
| Well
5: University Johnson E23 #1 |
4222930285 |
Orogrande |
Hudspeth
Operating LLC |
|
|
E |
23 |
Exhibit
C
ROWs
None.
Exhibit
D
Surface
Properties
None.
Exhibit
E
Contract
Area
| 1. | All
of Section 1, Block A, University Land Survey, Hudspeth County, Texas |
| 2. | All
of Section 2, Block A, University Land Survey, Hudspeth County, Texas |
| 3. | All
of Section 3, Block A, University Land Survey, Hudspeth County, Texas |
| 4. | All
of Section 4, Block A, University Land Survey, Hudspeth County, Texas |
| 5. | All
of Section 5, Block A, University Land Survey, Hudspeth County, Texas |
| 6. | All
of Section 6, Block A, University Land Survey, Hudspeth County, Texas |
| 7. | All
of Section 7, Block A, University Land Survey, Hudspeth County, Texas |
| 8. | All
of Section 8, Block A, University Land Survey, Hudspeth County, Texas |
| 9. | All
of Section 9, Block A, University Land Survey, Hudspeth County, Texas |
| 10. | All
of Section 10, Block A, University Land Survey, Hudspeth County, Texas |
| 11. | All
of Section 11, Block A, University Land Survey, Hudspeth County, Texas |
| 12. | All
of Section 12, Block A, University Land Survey, Hudspeth County, Texas |
| 13. | All
of Section 13, Block A, University Land Survey, Hudspeth County, Texas |
| 14. | All
of Section 14, Block A, University Land Survey, Hudspeth County, Texas |
| 15. | All
of Section 15, Block A, University Land Survey, Hudspeth County, Texas |
| 16. | All
of Section 16, Block A, University Land Survey, Hudspeth County, Texas |
| 17. | All
of Section 17, Block A, University Land Survey, Hudspeth County, Texas |
| 18. | All
of Section 18, Block A, University Land Survey, Hudspeth County, Texas |
| 19. | All
of Section 19, Block A, University Land Survey, Hudspeth County, Texas |
| 20. | All
of Section 20, Block A, University Land Survey, Hudspeth County, Texas |
| 21. | All
of Section 21, Block A, University Land Survey, Hudspeth County, Texas |
| 22. | All
of Section 22, Block A, University Land Survey, Hudspeth County, Texas |
| 23. | All
of Section 23, Block A, University Land Survey, Hudspeth County, Texas |
| 24. | All
of Section 24, Block A, University Land Survey, Hudspeth County, Texas |
| 25. | All
of Section 25, Block A, University Land Survey, Hudspeth County, Texas |
| 26. | All
of Section 26, Block A, University Land Survey, Hudspeth County, Texas |
| 27. | All
of Section 27, Block A, University Land Survey, Hudspeth County, Texas |
| 28. | All
of Section 28, Block A, University Land Survey, Hudspeth County, Texas |
| 29. | All
of Section 29, Block A, University Land Survey, Hudspeth County, Texas |
| 30. | All
of Section 30, Block A, University Land Survey, Hudspeth County, Texas |
| 31. | All
of Section 31, Block A, University Land Survey, Hudspeth County, Texas |
| 32. | All
of Section 32, Block A, University Land Survey, Hudspeth County, Texas |
| 33. | All
of Section 33, Block A, University Land Survey, Hudspeth County, Texas |
| 34. | All
of Section 34, Block A, University Land Survey, Hudspeth County, Texas |
| 35. | All
of Section 35, Block A, University t and Survey, Hudspeth County, Texas |
| 36. | All
of Section 36, Block A, University Land Survey, Hudspeth County, Texas |
| 37. | All
of Section 37, Block A, University Land Survey, Hudspeth County, Texas |
| 38. | All
of Section 38, Block A, University Land Survey, Hudspeth County, Texas |
| 39. | All
of Section 39, Block A, University Land Survey, Hudspeth County, Texas |
| 40. | All
of Section 40, Block A, University Land Survey, Hudspeth County, Texas |
| 41. | All
of Section 41, Block A, University Land Survey, Hudspeth County, Texas |
| 42. | All
of Section 42, Block A, University Land Survey, Hudspeth County, Texas |
| 43. | All
of Section 43, Block A, University Land Survey, Hudspeth County, Texas |
| 44. | All
of Section 44, Block A, University Land Survey, Hudspeth County, Texas |
| 45. | All
of Section 45, Block A, University Land Survey, Hudspeth County, Texas |
| 46. | All
of Section 46, Block A, University Land Survey, Hudspeth County, Texas |
| 47. | All
of Section 47, Block A, University Land Survey, Hudspeth County, Texas |
| 48. | All
of Section 48, Block A, University Land Survey, Hudspeth County, Texas |
| 49. | All
of Section 1, Block B, University Land Survey, Hudspeth County, Texas |
| 50. | All
of Section 2, Block B, University Land Survey, Hudspeth County, Texas |
| 51. | All
of Section 3, Block B, University Land Survey, Hudspeth County, Texas |
| 52. | All
of Section 4, Block B, University Land Survey, Hudspeth County, Texas |
| 53. | All
of Section 5, Block B, University Land Survey, Hudspeth County, Texas |
| 54. | All
of Section 6, Block B, University Land Survey, Hudspeth County, Texas |
| 55. | All
of Section 7, Block B, University Land Survey, Hudspeth County, Texas |
| 56. | All
of Section 8, Block B, University Land Survey, Hudspeth County, Texas |
| 57. | All
of Section 9, Block B, University Land Survey, Hudspeth County, Texas |
| 58. | All
of Section 10, Block B, University Land Survey, Hudspeth County, Texas |
| 59. | All
of Section 11, Block B, University Land Survey, Hudspeth County, Texas |
| 60. | All
of Section 12, Block B, University Land Survey, Hudspeth County, Texas |
| 61. | All
of Section 13, Block B, University Land Survey, Hudspeth County, Texas |
| 62. | Ali
of Section 14, Block B, University Land Survey, Hudspeth County, Texas |
| 63. | All
of Section 15, Block B, University Land Survey, Hudspeth County, Texas |
| 64. | All
of Section 16, Block B, University Land Survey, Hudspeth County, Texas |
| 65. | All
of Section 17, Block B, University Land Survey, Hudspeth County, Texas |
| 66. | All
of Section 18, Block B, University Land Survey, Hudspeth County, Texas |
| 67. | All
of Section 19, Block B, University Land Survey, Hudspeth County, Texas |
| 68. | All
of Section 20, Block B, University Land Survey, Hudspeth County, Texas |
| 69. | All
of Section 21, Block B, University Land Survey, Hudspeth County, Texas |
| 70. | All
of Section 22, Block B, University Land Survey, Hudspeth County, Texas |
| 71. | All
of Section 23, Block B, University Land Survey, Hudspeth County, Texas |
| 72. | All
of Section 24, Block B, University Land Survey, Hudspeth County, Texas |
| 73. | All
of Section 25, Block B, University Land Survey, Hudspeth County, Texas |
| 74. | All
of Section 26, Block B, University Land Survey, Hudspeth County, Texas |
| 75. | All
of Section 27, Block B, University Land Survey, Hudspeth County, Texas |
| 76. | All
of Section 28, Block B, University Land Survey, Hudspeth County, Texas |
| 77. | All
of Section 29, Block B, University Land Survey, Hudspeth County, Texas |
| 78. | All
of Section 30, Block B, University Land Survey, Hudspeth County, Texas |
| 79. | All
of Section 31, Block B, University Land Survey, Hudspeth County, Texas |
| 80. | All
of Section 32, Block B, University Land Survey, Hudspeth County, Texas |
| 81. | All
of Section 33, Block B, University Land Survey, Hudspeth County, Texas |
| 82. | All
of Section 34, Block B, University Land Survey, Hudspeth County, Texas |
| 83. | All
of Section 35, Block B, University Land Survey, Hudspeth County, Texas |
| 84. | All
of Section 36, Block B, University Land Survey, Hudspeth County, Texas |
| 85. | All
of Section 37, Block B, University Land Survey, Hudspeth County, Texas |
| 86. | All
of Section 38, Block B, University Land Survey, Hudspeth County, Texas |
| 87. | All
of Section 39, Block B, University Land Survey, Hudspeth County, Texas |
| 88. | All
of Section 40, Block B, University Land Survey, Hudspeth County, Texas |
| 89. | All
of Section 41, Block B, University Land Survey, Hudspeth County, Texas |
| 90. | All
of Section 42, Block B, University Land Survey, Hudspeth County, Texas |
| 91. | All
of Section 43, Block B, University Land Survey, Hudspeth County, Texas |
| 92. | All
of Section 44, Block B, University Land Survey, Hudspeth County, Texas |
| 93. | All
of Section 45, Block B, University Land Survey, Hudspeth County, Texas |
| 94. | All
of Section 46, Block B, University Land Survey, Hudspeth County, Texas |
| 95. | All
of Section 47, Block B, University Land Survey, Hudspeth County, Texas |
| 96. | All
of Section 48, Block B, University Land Survey, Hudspeth County, Texas |
| 97. | All
of Section 1, Block E, University Land Survey, Hudspeth County, Texas |
| 98. | All
of Section 2, Block E, University Land Survey, Hudspeth County, Texas |
| 99. | All
of Section 3, Block E, University Land Survey, Hudspeth County, Texas |
| 100. | All
of Section 4, Block E, University Land Survey, Hudspeth County, Texas |
| 101. | All
of Section 5, Block E, University Land Survey, Hudspeth County, Texas |
| 102. | All
of Section 6, Block E, University Land Survey, Hudspeth County, Texas |
| 103. | All
of Section 7, Block E, University Land Survey, Hudspeth County, Texas |
| 104. | All
of Section 8, Block E, University Land Survey, Hudspeth County, Texas |
| 105. | All
of Section 9, Block E, University Land Survey, Hudspeth County, Texas |
| 106. | All
of Section 10, Block E, University Land Survey, Hudspeth County, Texas |
| 107. | All
of Section 11, Block E, University Land Survey, Hudspeth County, Texas |
| 108. | All
of Section 12, Block E, University Land Survey, Hudspeth County, Texas |
| 109. | All
of Section 13, Block E, University Land Survey, Hudspeth County, Texas |
| 110. | All
of Section 14, Block E, University Land Survey, Hudspeth County, Texas |
| 111. | All
of Section 15, Block E, University Land Survey, Hudspeth County, Texas |
| 112. | All
of Section 16, Block E, University Land Survey, Hudspeth County, Texas |
| 113. | All
of Section 17, Block E, University Land Survey, Hudspeth County, Texas |
| 114. | All
of Section 18, Block E, University Land Survey, Hudspeth County, Texas |
| 115. | All
of Section 19, Block E, University Land Survey, Hudspeth County, Texas |
| 116. | All
of Section 20, Block E, University Land Survey, Hudspeth County, Texas |
| 117. | All
of Section 21, Block E, University Land Survey, Hudspeth County, Texas |
| 118. | All
of Section 22, Block E, University Land Survey, Hudspeth County, Texas |
| 119. | All
of Section 23, Block E, University Land Survey, Hudspeth County, Texas |
| 120. | All
of Section 24, Block E, University Land Survey, Hudspeth County, Texas |
| 121. | All
of Section 25, Block E, University Land Survey, Hudspeth County, Texas |
| 122. | All
of Section 26, Block E, University Land Survey, Hudspeth County, Texas |
| 123. | All
of Section 27, Block E, University Land Survey, Hudspeth County, Texas |
| 124. | All
of Section 28, Block E, University Land Survey, Hudspeth County, Texas |
| 125. | All
of Section 29, Block E, University Land Survey, Hudspeth County, Texas |
| 126. | All
of Section 30, Block E, University Land Survey, Hudspeth County, Texas |
| 127. | All
of Section 31, Block E, University Land Survey, Hudspeth County, Texas |
| 128. | All
of Section 32, Block E, University Land Survey, Hudspeth County, Texas |
| 129. | All
of Section 33, Block E, University Land Survey, Hudspeth County, Texas |
| 130. | All
of Section 34, Block E, University Land Survey, Hudspeth County, Texas |
| 131. | All
of Section 35, Block E, University Land Survey, Hudspeth County, Texas |
| 132. | All
of Section 36, Block E, University Land Survey, Hudspeth County, Texas |
| 133. | All
of Section 37, Block E, University Land Survey, Hudspeth County, Texas |
| 134. | All
of Section 38, Block E, University Land Survey, Hudspeth County, Texas |
| 135. | All
of Section 39, Block E, University Land Survey, Hudspeth County, Texas |
| 136. | All
of Section 40, Block E, University Land Survey, Hudspeth County, Texas |
| 137. | All
of Section 41, Block E, University Land Survey, Hudspeth County, Texas |
| 138. | All
of Section 42, Block E, University Land Survey, Hudspeth County, Texas |
| 139. | All
of Section 43, Block E, University Land Survey, Hudspeth County, Texas |
| 140. | All
of Section 44, Block E, University Land Survey, Hudspeth County, Texas |
| 141. | All
of Section 45, Block E, University Land Survey, Hudspeth County, Texas |
| 142. | All
of Section 46, Block E, University Land Survey, Hudspeth County, Texas |
| 143. | All
of Section 47, Block E, University Land Survey, Hudspeth County, Texas |
| 144. | All
of Section 48, Block E, University Land Survey, Hudspeth County, Texas |
| 145. | All
of Section 1, Block F, University Land Survey, Hudspeth County, Texas |
| 146. | All
of Section 2, Block F, University Land Survey, Hudspeth County, Texas |
| 147. | All
of Section 3, Block F, University Land Survey, Hudspeth County, Texas |
| 148. | All
of Section 4, Block F, University Land Survey, Hudspeth County, Texas |
| 149. | All
of Section 5, Block F, University Land Survey, Hudspeth County, Texas |
| 150. | All
of Section 6, Block F, University Land Survey, Hudspeth County, Texas |
| 151. | All
of Section 7, Block F, University Land Survey, Hudspeth County, Texas |
| 152. | All
of Section 8, Block F, University Land Survey, Hudspeth County, Texas |
| 153. | All
of Section 9, Block F, University Land Survey, Hudspeth County, Texas |
| 154. | All
of Section 10, Block F, University Land Survey, Hudspeth County, Texas |
| 155. | All
of Section 11, Block F, University Land Survey, Hudspeth County, Texas |
| 156. | All
of Section 12, Block F, University Land Survey, Hudspeth County, Texas |
| 157. | All
of Section 13, Block F, University Land Survey, Hudspeth County, Texas |
| 158. | All
of Section 14, Block F, University Land Survey, Hudspeth County, Texas |
| 159. | All
of Section 15, Block F, University Land Survey, Hudspeth County, Texas |
| 160. | All
of Section 16, Block F, University Land Survey, Hudspeth County, Texas |
| 161. | All
of Section 17, Block F, University Land Survey, Hudspeth County, Texas |
| 162. | All
of Section 18, Block F, University Land Survey, Hudspeth County, Texas |
| 163. | All
of Section 19, Block F, University Land Survey, Hudspeth County, Texas |
| 164. | All
of Section 20, Block F, University Land Survey, Hudspeth County, Texas |
| 165. | All
of Section 21, Block F, University Land Survey, Hudspeth County, Texas |
| 166. | All
of Section 22, Block F, University Land Survey, Hudspeth County, Texas |
| 167. | All
of Section 23, Block F, University Land Survey, Hudspeth County, Texas |
| 168. | All
of Section 24, Block F, University Land Survey, Hudspeth County, Texas |
| 169. | All
of Section 25, Block F, University Land Survey, Hudspeth County, Texas |
| 170. | All
of Section 26, Block F, University Land Survey, Hudspeth County, Texas |
| 171. | All
of Section 27, Block F, University Land Survey, Hudspeth County, Texas |
| 172. | All
of Section 28, Block F, University Land Survey, Hudspeth County, Texas |
| 173. | All
of Section 29, Block F, University Land Survey, Hudspeth County, Texas |
| 174. | All
of Section 30, Block F, University Land Survey, Hudspeth County, Texas |
| 175. | All
of Section 31, Block F, University Land Survey, Hudspeth County, Texas |
| 176. | All
of Section 32, Block F, University Land Survey, Hudspeth County, Texas |
| 177. | All
of Section 33, Block F, University Land Survey, Hudspeth County, Texas |
| 178. | All
of Section 34, Block F, University Land Survey, Hudspeth County, Texas |
| 179. | All
of Section 35, Block F, University Land Survey, Hudspeth County, Texas |
| 180. | All
of Section 36, Block F, University Land Survey, Hudspeth County, Texas |
| 181. | All
of Section 37, Block F, University Land Survey, Hudspeth County, Texas |
| 182. | All
of Section 38, Block F, University Land Survey, Hudspeth County, Texas |
| 183. | All
of Section 39, Block F, University Land Survey, Hudspeth County, Texas |
| 184. | All
of Section 40, Block F, University Land Survey, Hudspeth County, Texas |
| 185. | All
of Section 41, Block F, University Land Survey, Hudspeth County, Texas |
| 186. | All
of Section 42, Block F, University Land Survey, Hudspeth County, Texas |
| 187. | All
of Section 43, Block F, University Land Survey, Hudspeth County, Texas |
| 188. | All
of Section 44, Block F, University Land Survey, Hudspeth County, Texas |
| 189. | All
of Section 45, Block F, University Land Survey, Hudspeth County, Texas |
| 190. | All
of Section 46, Block F, University Land Survey, Hudspeth County, Texas |
| 191. | All
of Section 47, Block F, University Land Survey, Hudspeth County, Texas |
| 192. | All
of Section 48, Block F, University Land Survey, Hudspeth County, Texas |
Exhibit
F-1
Orogrande
Excluded Assets
| 1. | All
assets of Wolfbone other than the Orogrande Assets. |
| 2. | 4.5%
overriding royalty interest in the Orogrande Properties held by Magdalena Royalties, LLC,
an entity in which the Owner owns a controlling interest. |
| 3. | 10%
working interest back-in after payout held by Owner and at Owner’s option, a reversionary
interest if drilling obligations are not met under that certain Participation Agreement by
and between Hudspeth Oil, MPC and Owner dated September 23, 2014, as amended. |
Exhibit
F-2
MPC
Assets
| 1. | All
right, title and interest of Wolfbone in the Charuk Prospect: T:20S, R:35E, S:34, Lea County,
NM. |
| 2. | All
right, title and interest of Wolfbone in the Freeman Prospect: Labor 18, League 269, Moore
County School Lands, Dawson County, TX. |
| 3. | All
right, title and interest of Wolfbone in the Willow Lake Prospect. |
| 4. | All
of Wolfbone’s interest in and to the all of the Oil and Gas Leases and other assets
listed below or conveyed in the instruments described below, including such rights in the
lands described below and all other lands described in the instruments below: |
| LEASE
DATE |
ASSIGNOR/LESSOR |
ASSIGNEE/LESSEE |
RECORDED |
DESCRIPTION |
| January
5th, 2004 |
EOG
Resources, Inc. |
McCabe
Petroleum Corporation |
Book
537; Page 159; Eddy County, New Mexico |
SE/4
and S/2 NE/4 of Section 20, N/2 S/2 and SW/4 SW/4 of Section 29, and all of Section 30, T-24-S, R28E, Eddy County, New Mexico. |
| January
16th, 2017 |
COG
Operating, LLC |
Maverick
Oil & Gas Corp. |
Book
1091; Page 596; Eddy County, New Mexico |
N/2
SE/4 NW/4, SE/4 SE/4 NW/4 and E/2 SW/4 SE/4 NW/4 of Section 29, T-24-, R-28-E, NMPM, Eddy County, New Mexico, insofar and only insofar
as said lease covers those depths from surface down to a depth of 7,000 feet. |
| January
15th, 2003 |
Pardue
Limited Company |
OGX
Resources, LLC |
Book
494; Page 1195; Eddy County, New Mexico |
N/2
SE/4 NW/4, SE/4 NW/4 and E/2 SW/4 SE/4 NW/4 of Section 29, T-24-S, R28-E, NMPM, Eddy County, New Mexico, insofar and only insofar
as said lease covers those depths from surface down to a depth of 7,000 feet. |
| LEASE
DATE |
ASSIGNOR/LESSOR |
ASSIGNEE/
LESSEE |
RECORDED |
DESCRIPTION |
| October
28th, 2003 |
Pardue
Limited Company |
Steven
W. Horn |
Book
534; Page 238-241; Eddy County, New Mexico |
T-24-S,
R-28-E, N.M.P.M.
Section 20: NW/4 NW/4, W/2 NE/4 NW/4, SE/4 NE/4
NW/4, W/2 NE/4 NE/4 NW/4, E/2 SE/4 NW/4, SW/4 SE/4 NW/4, NW/4 SE/4 NW/4, W/2 SW/4 NW/4, NE/4 SW/4 NW/4, E/2 SE/4 SW/4 NW/4, W/2 NW/4
NE/4, W/2 E/2 NW/4 NE/4, E/2 NE/4 NW/4 NE/4, NE/4 NE/4, N/2 NW/4 SW/4, SE/4 NW/4 SW/4, W/2 SW/4 NW/4 SW/4, E/2 NE/4 SW/4, SW/4 NE/4
SW/4, NW/4 SE/4 SW/4, E/2 NE/4 SE/4 SW/4, S/2 SE/4 SW/4, SW/4 SW/4 Eddy County, New Mexico
Containing 365.00 acres, more or less. |
| October
28th, 2003 |
Pardue
Limited Company |
Steven
W. Horn |
Book
534; Page 242-245; Eddy County, New Mexico |
T-24-S,
R-28-E, N.M.P.M.
Section 19: W/2 SE/4 NW/4, NE/4 SE/4 NW/4, N/2 NE/4 NE/4, SW/4 NE/4 NE/4, N/2 SE/4 NE/4 NE/4, E/2 SE/4 NE/4, SW/4 SE/4 NE/4, S/2
NW/4 SE/4 NE/4, S/2 SW/4 NE/4, NW/4 SW/4 NE/4, N/2 NE/4 SW/4 NE/4, N/2 NW/4 SE/4, SW/4 NW/4 SE/4, S/2 SE/4 NW/4 SE/4, W/2 E/2 SE/4,
SE/4 SE/4 SE/4, N/2 NE/4 SE/4 SE/4, N/2 SE/4 NE/4 SE/4, S/2 NE/4 NE/4 SE/4, NW/4 SW/4 SE/4, S/2 NE/4 SW/4 SE/4, SE/4 SW/4 SE/4, S/2
SW/4 SW/4 SE/4, W/2 E/2 SW/4, SE/4 NE/4 SW/4, NE/4 SE/4 SW/4, S/2 SE/4 SE/4 SW/4
Eddy County, New Mexico
Containing 330.00 acres, more or less. |
| 5. | All
right, title and interest of Wolfbone in the following Wells: Pardue Farms “29”,
#1 Pardue Farms “29”, #2 Pardue Farms “29”, #3 Willow Lake Federal
“20”, #1 Goodnight Federal #1, and Goodnight Federal #2” with all such
wells located in Lea County, New Meixco. |
Exhibit
G
Form
of Affidavit of Merger and Stipulation of Interest
*Intentionally
Omitted
Exhibit
H
Form
of Certificate of Merger
[see
attached]
Exhibit
I
Form
of Certificate of Formation
[see
attached]
