Common use of Conveyance Clause in Contracts

Conveyance. Subject to and upon the terms and conditions herein provided: (a) Vaughan Advisory, as sole trustee of the Vaughan Trust, hereby agrees on Closing to sell, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designees, shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and to the ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging or evidencing the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect thereof. (f) At the Closing, prior to completing the transactions provided for in this Section 2.1(f), the parties shall complete all transfers of the ▇▇▇▇▇ Interests provided for in this Agreement, except the transfer of the ▇▇▇▇▇ VMSCC Shares, and immediately after the completion of such transfers, and subject to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstly, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00.

Conveyance. Subject to Grantor, for and upon the terms and conditions herein provided: (a) Vaughan Advisory, as sole trustee in consideration of the Vaughan Trustsum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, hereby agrees on Closing to sellgrants, transfer bargains, sells, and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, conveys unto Grantee all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designees, shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its Grantor’s right, title and interest in and to the ▇▇▇▇▇ St. Enoch Inter-Company Loans following property of Grantor (collectively the “Assets”): (i) all oil, gas, hydrocarbons, and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment, and (ii) the lands and any documents acknowledging associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or evidencing other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature in and to the ▇▇▇▇▇ St. ▇▇▇▇▇ Interlands described in the Prior Assignment (which shall not be limited (A) due to incorrect recording information appearing in the foregoing recitals or (B) to the lands specifically described in the Previous Assignments), INSOFAR AND ONLY INSOFAR as such lands are described on Exhibit A (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interests, easements, servitudes, rights-Company Loans of-way, surface leases and any security other surface rights appurtenant to, and used or held for use solely in respect connection with, the Mineral/Royalty/Overriding Interest and Units, which shall be sold in conjunction with and within a reasonable time from the execution of this Conveyance; (e) Subject to Section 2.1(f), below, all oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all proceeds thereof.) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) At Any and all rights of Grantor to payments, receipts, revenues, interest and income of any kind from the ClosingMineral/Royalty/Overriding Interest or Units which are received by Grantor or Grantee and dated from and after the Effective Date, regardless of whether any such amounts relate to periods of time prior to completing the transactions provided for Effective Date, excluding however, any amounts received as part of or in this Section 2.1(fconnection with any settlement or judgment pertaining to any dispute to the extent such settlement or judgment is attributable to periods of time prior to the Effective Date; and (g) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the parties shall complete all transfers Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the ▇▇▇▇▇ Interests provided for in this Agreementextent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, except the transfer of the ▇▇▇▇▇ VMSCC Sharesor by applicable law, and immediately after for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the completion fee or other consideration, as applicable; (iii) all legal records and legal files of such transfersGrantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and subject Grantor’s working files for litigation of Grantor related to the other Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records” ). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstly, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00Conveyance.

Conveyance. Subject to Grantor, for and upon the terms and conditions herein provided: (a) Vaughan Advisory, as sole trustee in consideration of the Vaughan Trustsum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, hereby agrees on Closing to sellgrants, transfer bargains, sells, and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all conveys unto Grantee an undivided seventy-five percent (75%) of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designees, shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its Grantor’s right, title and interest in and to the ▇▇▇▇▇ St. Enoch Inter-Company Loans following property of Grantor, excluding, however, the Excluded Assets (collectively the “Assets”): (a) (i) all oil, gas, hydrocarbons and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any documents acknowledging associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or evidencing other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the ▇▇▇▇▇ St. ▇▇▇▇▇ InterPrior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interests, easements, servitudes, rights-Company Loans of-way, surface leases and any security other surface rights appurtenant to, and used or held for use solely in respect connection with, the Mineral/Royalty/Overriding Interest and Units, and only to the extent necessary for the production and development of hydrocarbons from the Mineral/Royalty/Overriding Interest and Units; (e) All oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof.) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) At The data, software and records of Grantor, to the Closing, prior extent relating solely to completing those Assets conveyed in 2.1(a-f) (the transactions provided for in this Section 2.1(f“Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the parties shall complete all transfers Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the ▇▇▇▇▇ Interests provided for in this Agreementextent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, except the transfer of the ▇▇▇▇▇ VMSCC Sharesor by applicable law, and immediately after for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the completion fee or other consideration, as applicable; (iii) all legal records and legal files of such transfersGrantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and subject Grantor’s working files for litigation of Grantor related to the other Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records”). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstly, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00Conveyance.

Conveyance. Subject Mortgagor, in order to secure the payment and performance of the secured obligations hereinafter referred to and upon the terms and conditions herein provided: (a) Vaughan Advisory, as sole trustee performance of the Vaughan obligations, covenants, agreements, warranties and undertakings of Mortgagor hereinafter described, in consideration of the uses and trusts (the “Trust”) established and continued by this Deed of Trust and in consideration of $10 and other valuable consideration paid before delivery of this Deed of Trust by each of Trustee and Mortgagee to Mortgagor, who hereby acknowledges its receipt and that it is reasonably equivalent value for this Deed of Trust and all other security and rights given by Mortgagor, Mortgagor does hereby GRANT, SELL, CONVEY, TRANSFER, ASSIGN, SET OVER, CONFIRM and DELIVER unto Trustee and to Trustee’s successors or substitutes in the Trust, hereby agrees on Closing the following described rights, titles, interests, properties and estates of Mortgagor (sometimes hereinafter collectively referred to sellas the “Mortgaged Properties”): all of Mortgagor’s right, transfer title, interest and assign estate in, to Ivanhoe II and/or and under the oil, gas or other mineral leases described in Exhibit A attached hereto and made a part hereof (the “Leases”); insofar as and only insofar as such Leases cover and pertain to any Qualified Designees designated by Ivanhoe IIthe Target Formation, including to such rights in and under the Leases as may be necessary to drill to, complete in and produce and market crude oil, natural gas and natural gas liquids (collectively, “Hydrocarbons”) from the Target Formation; but specifically excluding, however, all of Mortgagor’s rights, title, and interests in and to (i) any oil, gas, water supply, saltwater disposal or other well of any nature whatsoever now or hereafter located on the Subject Lands at the time of or prior to a foreclosure sale of the Mortgaged Properties, including, without limitation any Development ▇▇▇▇▇ (each a “Well” and collectively, the “▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets ”); and Ivanhoe II hereby agrees that it and/or any one (ii) all personal property, fixtures and equipment in or more of such Qualified Designees, shall purchase, acquire and assume on or acquired or used in connection with the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one ownership or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all operation of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear production, storage, treating, conditioning, processing, compressing, dehydrating, gathering, transporting or marketing of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and to the ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging or evidencing the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect thereof. (f) At the Closing, prior to completing the transactions provided for in this Section 2.1(f), the parties shall complete all transfers of the ▇▇▇▇▇ Interests provided for in this Agreement, except the transfer of the ▇▇▇▇▇ VMSCC Shares, and immediately after the completion of such transfers, and subject to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstly, Ivanhoe II shall terminate Hydrocarbons produced from the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondly, or the ▇▇▇▇▇ Transferors disposal of saltwater or other substances, produced therefrom. TO HAVE AND TO HOLD the Mortgaged Properties unto Trustee, Trustee’s successors or substitutes in the Trust and Ivanhoe II shall cause VMSCC to sellTrustee’s or their assigns, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00forever.

Conveyance. Subject to Grantor, for and upon the terms and conditions herein provided: (a) Vaughan Advisory, as sole trustee in consideration of the Vaughan Trustsum of Ten Dollars ($10) cash and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, hereby agrees on Closing to sellgrants, transfer bargains, sells, and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, conveys unto Grantee all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designees, shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its Grantor’s right, title and interest in and to the ▇▇▇▇▇ St. Enoch Inter-Company Loans following property of Grantor (collectively the “Assets”): (i) all oil, gas, hydrocarbons, and other minerals of whatever kind or nature in, on, and under and that may be produced, saved, marketed, or extracted from lands granted under the Prior Assignment and (ii) the lands and any documents acknowledging associated royalty interests, overriding royalty interests, mineral fee interests, payments out of production, carried interests, reversionary rights, contractual rights to production, or evidencing other interest in oil, gas, hydrocarbons and other minerals of whatever kind or nature granted under the ▇▇▇▇▇ St. ▇▇▇▇▇ InterPrior Assignment, INSOFAR AND ONLY INSOFAR as described on Exhibit A (the “Mineral/Royalty/Overriding Interest”); (b) All pooled, communitized or unitized acreage which includes all or part of any Mineral/Royalty/Overriding Interest (the “Units”), and all tenements, hereditaments and appurtenances belonging to any Mineral/Royalty/Overriding Interest or Unit; (c) All currently existing contracts, agreements and instruments with respect to the Mineral/Royalty/Overriding Interest and Units, to the extent applicable to the Mineral/Royalty/Overriding Interest and Units including operating agreements, unitization, pooling, communitization agreements, stipulation of interests, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of oil and gas and processing agreements, but excluding any contracts, agreements and instruments included within the definition of “Excluded Assets” (subject to such exclusion, the “Contracts”); (d) All surface fee interests, easements, servitudes, rights-Company Loans of-way, surface leases and any security other surface rights appurtenant to, and used or held for use solely in respect connection with, the Mineral/Royalty/Overriding Interest and Units, which shall be sold in conjunction with and within a reasonable time from the execution of this Conveyance; (e) Subject to Section 2.1(f), below, all oil and gas produced from or attributable to the Mineral/Royalty/Overriding Interest and Units (and all the proceeds thereof.) after the Effective Date, all oil, condensate and scrubber liquids inventories and ethane, propane, iso-butane, nor-butane and gasoline inventories attributable to the Mineral/Royalty/Overriding Interest and Units in storage as of the Effective Date, and production, plant and transportation imbalances as of the Effective Date; (f) At Any and all rights of Grantor to payments, receipts, revenues, interest and income of any kind from the ClosingMineral/Royalty/Overriding Interest or Units which are received by Grantor or Grantee and dated from and after the Effective Date, regardless of whether any such amounts relate to periods of time prior to completing the transactions provided for Effective Date, excluding however, any amounts received as part of or in this Section 2.1(fconnection with any settlement or judgment pertaining to any dispute to the extent such settlement or judgment is attributable to periods of time prior to the Effective Date; and (g) The data, software and records of Grantor, to the extent relating solely to those Assets conveyed in 2.1(a-f) (the “Records”), excluding, however, in each case: (i) all corporate, financial, tax and legal data and records of Grantor that relate to Grantor’s business generally (whether or not relating to the parties shall complete all transfers Assets) or to such Grantor’s business and operations other than the exploration and production of oil and gas; (ii) any data, software and records to the ▇▇▇▇▇ Interests provided for in this Agreementextent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other agreement with a person other than Affiliates of Grantor, except the transfer of the ▇▇▇▇▇ VMSCC Sharesor by applicable law, and immediately after for which no consent to transfer has been received or for which Grantee has not agreed in writing to pay the completion fee or other consideration, as applicable; (iii) all legal records and legal files of such transfersGrantor including all work product of and attorney-client communications with any of Grantor’s legal counsel (other than deeds, royalty agreements, leases, title opinions, Contracts and subject Grantor’s working files for litigation of Grantor related to the other Assets); (Clauses (i) through (iii) shall hereinafter be referred to as the “Excluded Records” ). EXCEPTING AND RESERVING to Grantor, however, the Excluded Assets (as defined below), TO HAVE AND TO HOLD the Assets unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstly, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00Conveyance.

Conveyance. Subject For and in consideration of the sum of One Hundred and No/ I 00 dollars ($100.00), cash in hand paid, and other valuable consideration, including the assumption by Assignee of certain obligations and liabilities described in that certain Purchase and Sale Agreement dated as of September 20, 2014, by and between Assignor, as Seller, and Assignee, as Buyer ("Purchase and Sale Agreement"), the receipt and sufficiency of which are hereby acknowledged, Assignor, subject to said Purchase and upon Sale Agreement (which Purchase and Sale Agreement is incorporated herein by reference for all purposes), does hereby sell, transfer, assign, convey, set over and deliver unto Assignee (without warranty of any kind, express or implied, except that Assignor shall warrant title to Assignee as to the Assets (as defined below), and in particular to the working interests and net revenue interests shown on Exhibit A, against the claims of all persons claiming an interest therein by, through or under Assignor, hereinafter called the "Special Warranty"), with subrogation against Assignor's predecessors in title, excluding Affiliates, subject to the terms and conditions herein provided: (a) Vaughan Advisory, as sole trustee of the Vaughan Trust, hereby agrees on Closing to sell, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIhereof, all of Assignor's rights, title and interests in and to the following (collectively, the "Assets"): The oil and gas leases, mineral executive interests, contractual rights, rights to explore, produce and develop, rights to drain, wellbore interests and/or properties set forth in Exhibit A and further including, if applicable, all renewals and extensions of those leases and all leases issued in substitution therefore (any such rights or interests collectively referred to as the "Leases"). Any unitization, pooling and/or communitization agreements, declarations, designations or orders relating to the Leases and all of Assignor's interest in and to the properties covered or units created thereby to the extent attributable to the Leases (collectively, the "Units"). All oil and gas wells, salt water disposal wells, ▇▇▇▇▇▇▇ ▇tion wells and other w▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designees, shall purchase, acquire and assume the located on a▇▇▇▇▇▇▇ ▇ing or drai▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the Leases, within the Units or as listed on Exhibit A (collectively, the "Wells"). All structures, ▇▇▇▇▇ities, foundations, wellheads, tanks, pumps, compressors, separators, heater treaters, valves, fittings, equipment, machinery, fixtures, flowlines, pipelines, tubular goods, materials, tools, supplies, improvements, and any other real, personal, immovable and mixed property located on, used in the operation of, or relating to the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling or disposal of hydrocarbons, water, and associated substances produced from the Leases or the Units (the "Facilities"). all natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, whether gaseous or liquid, produced or drained from or allocable to the Assets (as hereinafter defined) on and after the Effective Date (the "Hydrocarbons"). To the extent transferable, all contracts, permits, rights-of-way, easements, licenses, servitudes, transportation agreements, pooling agreements, operating agreements, gas balancing agreements, participation and processing agreements, confidentiality agreements, side letter agreements and any other agreement, document or instrument listed on Exhibit A INSOFAR ONLY as they directly relate and are attributable to the Leases, Units, Wells, Hydrocarbons, or Facilitie▇ ▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets the contractual and Ivanhoe II hereby agrees that it and/or one wellbore rights thereon or more therein or the ownership or operation thereof, or the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling disposal, storage or transportation of any such Qualified Designees shall purchasehydrocarbons, acquire and assume water, or substances associated therewith (the "Assumed Contracts"). Records relating to the Leases, Units, Wells, Hydrocarbons, Assumed Con▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer s and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and to the ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging or evidencing the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect thereof. (f) At the Closing, prior to completing the transactions provided for in this Section 2.1(f), the parties shall complete all transfers of the ▇▇▇▇▇ Interests provided for in this Agreement, except the transfer of the ▇▇▇▇▇ VMSCC Shares, and immediately after the completion of such transfers, and subject to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed Facilities in the following sequencepossession of Assignor (the "Records") and including as follows: all (i) firstlylease, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; land, and division order files (including any abstracts of title, title opinions, certificates of title, title curative documents, and division orders contained therein), (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing AdjustmentAssumed Contracts; and (iii) lastlyall well, Ivanhoe II shall purchase facility, operational, environmental, regulatory, compliance and historic production files and (iv) all of geological files relating to the ▇▇▇▇▇ VMSCC Shares for $2.00.Leases (the "Geologic Data"), but not including any records which (A) Assignor is prohibited from transferring to Assignee by law or existing contractual relationship, or which (B) constitute Excluded Assets (as hereinafter defined in Section 2)

Conveyance. Subject to and upon the terms and conditions herein provided: (a) Vaughan Advisoryhereof, with effect as sole trustee of 12:01 a.m. Eastern Time on January 1, 2020, Grantor, for and in consideration of the Vaughan Trustsum of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agrees on Closing to sellsells, transfer transfers and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIconveys unto Grantee, and Grantee hereby accepts from Grantor, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designees, shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its Grantor’s right, title and interest in and to the following, to the extent transferable, but excluding, in each case, the Excluded Assets (collectively the “Assets”): (a) all Hydrocarbon and mineral leases, subleases and other leasehold interests, royalties, (but not overriding royalties), non-participating royalty interests, net profits interests, mineral fee interests, carried interests, reversionary interests, production payments and other rights to Hydrocarbons in place, in each case, that are located within the Target Area (including those described on Exhibit A-1 hereto), including all pooled or unitized acreage that includes all or a part of any such interests or other rights (collectively, the “Mineral Interests”), and all tenements, hereditaments and appurtenances belonging to the Mineral Interests; (b) all oil, gas, water, CO2, disposal, injection or other ▇▇▇▇▇ St. Enoch Inter-Company Loans located on the Mineral Interests or within the Target Area (the “▇▇▇▇▇” and together with the Mineral Interests, the “Oil and Gas Interests”), including any unplugged ▇▇▇▇▇ and any documents acknowledging ▇▇▇▇▇ that have been temporarily or evidencing permanently abandoned, and including without limitation the working interests or overriding royalty interests in the ▇▇▇▇▇ St. listed on Exhibit A-2 hereto; (c) the surface fee interests (including those listed on Exhibit A-3 hereto), easements, permits, licenses, servitudes, rights-of-way and surface leases, in each case, located within the Target Area, and other surface rights or interests appurtenant thereto, in each case, used or held for use in connection with the Oil and Gas Interests (the “Surface Interests” and, together with the Oil and Gas Interests, the “Properties”); (d) the onsite equipment and inventory, machinery, fixtures, manifolds, offsite materials and equipment inventory, tanks, tank batteries, frac ponds, water storage tanks, water pipelines, water impoundments, water recycling facilities, computers and their associated equipment, and, facilities and other tangible personal property and improvements that are used or held for use in connection with the ownership, operation or development of the Mineral Interests, ▇▇▇▇▇ Inter-Company Loans and any security in respect thereof. or other Assets (f) At other than the Closing, prior to completing the transactions provided for in this Section 2.1(f)Midstream Assets, the parties shall complete all transfers of the ▇▇▇▇▇ Interests provided for in this Agreement, except the transfer of the ▇▇▇▇▇ VMSCC Shares, and immediately after the completion of such transfers, and subject to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstly, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales ProceedsEquipment”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00.;

Conveyance. Subject Grantor, for good and valuable consideration, in hand paid, the receipt and sufficiency of which are hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee, 79% of Grantor’s right, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to and upon the terms and conditions herein provided:following, excepting the Excluded Assets (collectively, the “Assets”): (a) Vaughan Advisory, as sole trustee All of the Vaughan Trustoil and gas leases; subleases and other leaseholds; carried interests; farmout rights; options; overriding royalty interests; mineral and royalty interests; fee mineral interests; and other properties and interests expressly described on Exhibit A-1 (collectively, hereby agrees on Closing the “Leases”), together with each and every kind and character of right, title, claim, and interest that Seller has in and to sellthe Leases or the lands currently pooled, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIunitized, all of communitized or consolidated therewith (the ▇▇“Lands”); (b) All oil, gas, water or injection ▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one located on the Lands, whether producing, shut-in, or more of such Qualified Designeestemporarily abandoned, shall purchase, acquire and assume including the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of interests in the ▇▇▇▇▇ Trust Units together with shown on Exhibit A-2 attached hereto (the “▇▇▇▇▇”); (c) All leasehold interest of Seller in or to any currently existing pools or units which include any of the Lands or all rights attached or accruing to the a part of any Leases or include any ▇▇▇▇▇ Trust Units free (all such pools or units, together with the Leases, Lands and clear ▇▇▇▇▇, being hereinafter referred to as the “Properties”) and including all interest of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more Seller derived from the Leases in production of Hydrocarbons from any such Qualified Designees to purchaseunit, acquire and assume all whether such production of the Hydrocarbons comes from ▇▇▇▇▇ Trust Units; located on or off of a Lease, and all tenements, hereditaments and appurtenances belonging to the Leases and any such pools or units; (d) all contracts, agreements and instruments by which the Properties are bound, or that relate to or are otherwise applicable to the Properties, Pipelines, Equipment or Facilities, only to the extent applicable to the Properties, Pipelines, Equipment or Facilities, including but not limited to, operating agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, farmin and farmout agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements for the sale and purchase of oil, gas, casinghead gas or carbon dioxide or processing agreements to the extent applicable to the Properties or the production of Hydrocarbons produced in association therewith from the Properties, including those identified on Schedule 1.2(e) to the Purchase and Sale Agreement (hereinafter collectively referred to as the “Contracts”), but excluding any contracts, agreements and instruments to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement and provided thatthat “Contracts” shall not include the instruments constituting the Leases or Surface Contracts; (e) All easements, upon such purchasepermits, each such Qualified Designee must hold licenses, servitudes, rights-of-way, surface leases and other surface rights (“Surface Contracts”) appurtenant to, and used or held for use primarily in connection with the Properties, Pipelines or Facilities (including those identified on Schedule 1.2(h) to the Purchase and Sale Agreement, but excluding any permits and other rights to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement; (f) All equipment, machinery, fixtures and other tangible personal property and improvements located on the Properties, or used or held for use primarily in connection with the operation of the Properties, Pipelines or Facilities, including those identified on Exhibit A2 to the Purchase and Sale Agreement (the “Equipment”); (g) All flow lines, pipelines, gathering systems and appurtenances thereto located on the Properties or used, or held for use, primarily in connection with the operation of the Properties (collectively, the “Pipelines”); (h) All plants and facilities used or held for use primarily in connection with the operation of the Properties or the Pipelines (the “Facilities”); (i) All Hydrocarbons produced from or attributable to the Leases, Lands, and ▇▇▇▇▇ Trust Units from and after the Effective Time, together with a value which is greater than £250,000.Imbalances associated with the Properties, Pipelines or Facilities; and (dj) ▇▇▇▇▇ UK hereby agrees on Closing to sellAll lease files; land files; well files; gas and oil sales contract files; gas processing files; division order files; abstracts; title opinions; land surveys; logs; maps; engineering data and reports; and other books, transfer records, data, files, and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newcoaccounting records, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing in each case to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and extent related primarily to the ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging Assets, or evidencing used or held for use primarily in connection with the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect maintenance or operation thereof. (f) At the Closing, prior to completing the transactions provided for in this Section 2.1(f), the parties shall complete all transfers of the ▇▇▇▇▇ Interests provided for in this Agreement, except the transfer of the ▇▇▇▇▇ VMSCC Shares, and immediately after the completion of such transfers, and subject to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: but excluding (i) firstlyany books, Ivanhoe II shall terminate records, data, files, maps, and accounting records to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease extent disclosure or transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 3.03 thereof; 7.7 to the Purchase and Sale Agreement, (ii) secondlycomputer or communications software or intellectual property (including tapes, the ▇▇▇▇▇ Transferors codes, data and Ivanhoe II shall cause VMSCC to sell, program documentation and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”tangible manifestations and technical information relating thereto), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all attorney-client privileged communications and work product of Seller’s or any of Seller’s Affiliates’ legal counsel (other than title opinions) and (iv) records relating to the negotiation and consummation of the ▇▇▇▇▇ VMSCC Shares sale of the Assets (subject to such exclusions, the “Records”); provided, however, that Seller may retain the originals of such Records as Seller has determined may be required for $2.00litigation, tax, accounting, and auditing purposes and provide Purchaser with copies thereof at Seller’s cost.

Conveyance. Subject to and upon the terms and conditions herein provided: (a) Vaughan AdvisoryOn the Closing Date, as sole trustee and upon payment by CCA to or on behalf of the Vaughan Trust, hereby agrees on Closing to sell, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all Authority of the ▇▇▇▇▇consideration set out in Section 2.3(i) and (ii) below, the Authority will convey to CCA the Land, buildings and improvements comprising the Facility by Warranty Deed, in the same form attached hereto as Exhibit B, and the machinery, equipment and other items of personal property comprising the Facility by Bill ▇▇ ▇▇▇Sale and Assignment, in the same form attached hereto as Exhibit C. The Bill ▇▇ Subject Assets Sale and Ivanhoe II hereby agrees that it and/or any one or more Assignment will include an assignment of such Qualified Designeesall right, shall purchasetitle and interest of the Authority under (i) the Monitor Agreement, acquire dated as of August 29, 1995, between the Authority and assume the ▇▇▇▇▇Norr▇▇ & ▇▇▇▇▇ Subject Assetsssociates, Inc., and (ii) the Marketing Services Agreement, dated as of August 29, 1995, between the Authority and Capitol Consultants relating to the Facility, and an assumption by CCA of all obligations of the Authority under said agreements from and after the Closing. (b) Vaughan Residual hereby agrees on Closing to sellCCA may obtain, transfer at its option and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIat its expense, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and to the ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging or evidencing the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect thereof. (f) At the Closing, prior to completing the transactions provided for in this Section 2.1(f), the parties shall complete all transfers of the ▇▇▇▇▇ Interests provided for in this Agreement, except the transfer of the ▇▇▇▇▇ VMSCC Shares, and immediately after the completion of such transfers, and subject to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstlyan owner's title insurance commitment from a title insurance company of its choice to issue a title insurance policy insuring marketable fee simple title to the Facility to CCA, Ivanhoe II shall terminate which will contain only those title exceptions described in the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; Warranty Deed attached hereto as Exhibit B, (ii) secondly, an as-built survey for the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets Facility prepared by an Oklahoma registered land surveyor of VMSCC for their fair market valueits choice, which will disclose no matters affecting the parties agree is Cdn. $100,000 (Facility other than those described in the “VMSCC Sales Proceeds”)Warranty Deed attached hereto as Exhibit B, and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastlya Phase I environmental site assessment report for the Facility from an environmental engineer of its choice, Ivanhoe II shall purchase all which will disclose no adverse or material environmental matters affecting the Facility other than those matters caused or created by CCA, and/or (iv) a going concern appraisal. The Authority agrees to execute and deliver to the title company issuing said title insurance policy on or before the Closing such resolutions, consents, notices and title affidavits and certifications reasonably requested or customarily required by the title company in order to enable the title company to issue its title policy to CCA, upon payment of the ▇▇▇▇▇ VMSCC Shares for $2.00premium therefor, without title exceptions or requirements other than those title exceptions contained in the Warranty Deed attached hereto as Exhibit B and with the standard preprinted title exceptions deleted therefrom.

Conveyance. Subject to and upon the terms and conditions herein provided: (a) Vaughan AdvisoryVendor, as sole trustee for the payment to Vendor by Purchaser of 50% of the Vaughan TrustPurchase Price (as defined in the Vermilion PSA) payable by Vendor under the Vermilion PSA (the “Purchase Price”), the receipt of which is hereby acknowledged by Vendor, hereby agrees on Closing sells, assigns, transfers, conveys and sets over to sellPurchaser, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIPurchaser hereby purchases from Vendor, all 50% of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets right, title, estate and Ivanhoe II hereby agrees that it and/or any one interest of Vendor (whether absolute or more contingent, legal or beneficial) in and to the Assets, TO HAVE AND TO HOLD the same, together with all benefit and advantage to be derived therefrom, absolutely, subject to the terms of such Qualified Designees, shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assetsthis Agreement. (b) Vaughan Residual hereby agrees on Closing to sell, transfer The Parties shall allocate the Purchase Price as follows: Petroleum and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets.Natural Gas Rights 90% Tangibles 10% less $10.00 Miscellaneous Interests $10.00 (c) St. Enoch LLC hereby agrees on Closing Vendor acknowledges the receipt of the GST payable in respect of the Assets from Purchaser. Vendor shall remit the GST according to selllaw. The GST registration number of Vendor is 74733 0488 RT0001. The GST registration number of Purchaser is ●. Purchaser shall be solely responsible for all sales taxes, transfer taxes, fees, charges, levies or similar assessments which may be imposed by any governmental authority and assign pertaining to Ivanhoe Newco and/or to any Qualified Designees, all its acquisition of the ▇▇▇▇▇ Trust Units together with all rights attached Assets or accruing to the ▇▇▇▇▇ Trust Units free circulation and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more registration of any specific conveyances necessitated hereby and shall remit any such Qualified Designees amounts to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000applicable governmental authority according to law. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sellFor the avoidance of doubt, transfer the Parties acknowledge that: (i) the amount and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all the scope of the ▇▇▇▇▇ Trustee Shares together Abandonment and Reclamation Obligations and the Environmental Liabilities associated with all rights attached the Assets are not capable of being quantified at the time of the conveyance of the Assets herein and depend upon numerous unknowable factors that are not within the control of the Parties; (ii) under Applicable Law, the Abandonment and Reclamation Obligations and the Environmental Liabilities associated with the Assets are inextricably linked with such Assets so that Purchaser will be liable for Abandonment and Reclamation Obligations and Environmental Liabilities associated with the Assets in the absence of the specific assumption of such obligations by Purchaser in this Agreement or accruing otherwise; (iii) the Parties have taken the fact that the Assets and any associated Abandonment and Reclamation Obligations and Environmental Liabilities are inextricably linked into account in reaching this Agreement and in establishing the Purchase Price for the Assets; (iv) neither the existence nor the amount of any accounting reserves for site reclamation costs or similar matters associated with the Assets in the financial statements or accounting records of either Party has been of any relevance to either Party in determining any matter under this Agreement, including the Purchase Price for the Assets; (v) as a result of the foregoing, the Parties agree to attribute no value to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all assumption of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sellAbandonment and Reclamation Obligations and the Environmental Liabilities, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and to nor the ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging or evidencing the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect thereof. (f) At the Closing, prior to completing the transactions indemnities provided for in this Section 2.1(f)Articles 6 and 7, associated with the parties Assets; and (vi) the Parties agree that the Purchase Price shall complete all transfers of the ▇▇▇▇▇ Interests provided not be adjusted hereunder for any reason in this Agreement, except the transfer of the ▇▇▇▇▇ VMSCC Shares, and immediately after the completion of such transfers, and subject relation to the other terms Abandonment and conditions of this Agreement Reclamation Obligations and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstly, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00Environmental Liabilities.

Conveyance. Subject Grantor, for good and valuable consideration, in hand paid, the receipt and sufficiency of which are hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee, 26.5% of Grantor’s right, title, interest and estate, real or personal, recorded or unrecorded, movable or immovable, tangible or intangible, in and to and upon the terms and conditions herein provided:following, excepting the Excluded Assets (collectively, the “Assets”): (a) Vaughan Advisory, as sole trustee All of the Vaughan Trustoil and gas leases; subleases and other leaseholds; carried interests; farmout rights; options; overriding royalty interests; mineral and royalty interests; fee mineral interests; and other properties and interests expressly described on Exhibit A-1 (collectively, hereby agrees on Closing the “Leases”), together with each and every kind and character of right, title, claim, and interest that Seller has in and to sellthe Leases or the lands currently pooled, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIunitized, all of communitized or consolidated therewith (the ▇▇“Lands”); (b) All oil, gas, water or injection ▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one located on the Lands, whether producing, shut-in, or more of such Qualified Designeestemporarily abandoned, shall purchase, acquire and assume including the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of interests in the ▇▇▇▇▇ Trust Units together with shown on Exhibit A-2 attached hereto (the “▇▇▇▇▇”); (c) All leasehold interest of Seller in or to any currently existing pools or units which include any of the Lands or all rights attached or accruing to the a part of any Leases or include any ▇▇▇▇▇ Trust Units free (all such pools or units, together with the Leases, Lands and clear ▇▇▇▇▇, being hereinafter referred to as the “Properties”) and including all interest of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more Seller derived from the Leases in production of Hydrocarbons from any such Qualified Designees to purchaseunit, acquire and assume all whether such production of the Hydrocarbons comes from ▇▇▇▇▇ Trust Units; located on or off of a Lease, and all tenements, hereditaments and appurtenances belonging to the Leases and any such pools or units; (d) all contracts, agreements and instruments by which the Properties are bound, or that relate to or are otherwise applicable to the Properties, Pipelines, Equipment or Facilities, only to the extent applicable to the Properties, Pipelines, Equipment or Facilities, including but not limited to, operating agreements, unitization, pooling and communitization agreements, declarations and orders, joint venture agreements, farmin and farmout agreements, exploration agreements, participation agreements, exchange agreements, transportation or gathering agreements, agreements for the sale and purchase of oil, gas, casinghead gas or carbon dioxide or processing agreements to the extent applicable to the Properties or the production of Hydrocarbons produced in association therewith from the Properties, including those identified on Schedule 1.2(e) to the Purchase and Sale Agreement (hereinafter collectively referred to as the “Contracts”), but excluding any contracts, agreements and instruments to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement and provided thatthat “Contracts” shall not include the instruments constituting the Leases or Surface Contracts; (e) All easements, upon such purchasepermits, each such Qualified Designee must hold licenses, servitudes, rights-of-way, surface leases and other surface rights (“Surface Contracts”) appurtenant to, and used or held for use primarily in connection with the Properties, Pipelines or Facilities (including those identified on Schedule 1.2(h) to the Purchase and Sale Agreement, but excluding any permits and other rights to the extent transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 7.7 to the Purchase and Sale Agreement; (f) All equipment, machinery, fixtures and other tangible personal property and improvements located on the Properties, or used or held for use primarily in connection with the operation of the Properties, Pipelines or Facilities, including those identified on Exhibit A-2 to the Purchase and Sale Agreement (the “Equipment”); (g) All flow lines, pipelines, gathering systems and appurtenances thereto located on the Properties or used, or held for use, primarily in connection with the operation of the Properties (collectively, the “Pipelines”); (h) All plants and facilities used or held for use primarily in connection with the operation of the Properties or the Pipelines (the “Facilities”); (i) All Hydrocarbons produced from or attributable to the Leases, Lands, and ▇▇▇▇▇ Trust Units from and after the Effective Time, together with a value which is greater than £250,000.Imbalances associated with the Properties, Pipelines or Facilities; and (dj) ▇▇▇▇▇ UK hereby agrees on Closing to sellAll lease files; land files; well files; gas and oil sales contract files; gas processing files; division order files; abstracts; title opinions; land surveys; logs; maps; engineering data and reports; and other books, transfer records, data, files, and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newcoaccounting records, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing in each case to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and extent related primarily to the ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging Assets, or evidencing used or held for use primarily in connection with the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect maintenance or operation thereof. (f) At the Closing, prior to completing the transactions provided for in this Section 2.1(f), the parties shall complete all transfers of the ▇▇▇▇▇ Interests provided for in this Agreement, except the transfer of the ▇▇▇▇▇ VMSCC Shares, and immediately after the completion of such transfers, and subject to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: but excluding (i) firstlyany books, Ivanhoe II shall terminate records, data, files, maps, and accounting records to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease extent disclosure or transfer is restricted by third-party agreement or applicable Law and the necessary consents to transfer are not obtained pursuant to Section 3.03 thereof; 7.7 to the Purchase and Sale Agreement, (ii) secondlycomputer or communications software or intellectual property (including tapes, the ▇▇▇▇▇ Transferors codes, data and Ivanhoe II shall cause VMSCC to sell, program documentation and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”tangible manifestations and technical information relating thereto), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all attorney-client privileged communications and work product of Seller’s or any of Seller’s Affiliates’ legal counsel (other than title opinions) and (iv) records relating to the negotiation and consummation of the ▇▇▇▇▇ VMSCC Shares sale of the Assets (subject to such exclusions, the “Records”); provided, however, that Seller may retain the originals of such Records as Seller has determined may be required for $2.00litigation, tax, accounting, and auditing purposes and provide Purchaser with copies thereof at Seller’s cost.

Conveyance. Subject For and in consideration of the sum of One Hundred and No/100 dollars ($100.00), cash in hand paid, and other valuable consideration, including the assumption by Assignee of certain obligations and liabilities described in that certain Purchase and Sale Agreement dated August ____, 2013, by and between Assignor, as Seller, and Assignee, as Buyer (“Purchase and Sale Agreement”), the receipt and sufficiency of which are hereby acknowledged, Assignor, subject to said Purchase and upon Sale Agreement (which Purchase and Sale Agreement is incorporated herein by reference for all purposes), does hereby sell, transfer, assign, convey, set over and deliver unto Assignee (without warranty of any kind, express or implied, except that Assignor shall warrant title to Assignee as to the Assets (as defined below), and in particular to the working interests and net revenue interests shown on Exhibit A, against the claims of all persons claiming an interest therein by, through or under Assignor, hereinafter called the “Special Warranty”), with subrogation against Assignor’s predecessors in title, excluding Affiliates, subject to the terms and conditions herein provided: (a) Vaughan Advisory, as sole trustee of the Vaughan Trust, hereby agrees on Closing to sell, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIhereof, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designees, shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its rightAssignor’s rights, title and interests in and to the following (collectively, the “Assets”): a. The oil and gas leases, oil, gas and mineral leases, mineral executive interests, contractual rights, rights to explore, produce and develop, rights to drain, wellbore interests and/or properties set forth in Exhibit “A” and further including, if applicable, all renewals and extensions of those leases and all leases issued in substitution therefore (any such rights or interests collectively referred to as the “Leases”). b. Any unitization, pooling and/or communitization agreements, declarations, designations or orders relating to the Leases and all of Assignor’s interest in and to the properties covered or units created thereby to the extent attributable to the Leases (collectively, the “Units”). c. All oil and gas w▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging or evidencing the , salt water disposal w▇▇▇▇, injection w▇▇▇▇ St. and other w▇▇▇▇ located on affecting or draining any of the Leases, within the Units or as listed on Exhibit “A” (collectively, the “W▇▇▇▇▇ Inter-Company Loans ”). d. All structures, facilities, foundations, wellheads, tanks, pumps, compressors, separators, heater, valves, fittings, equipment, machinery, fixtures, flowlines, pipelines, platforms, tubular goods, materials, tools, supplies, improvements, and any security other real, personal, immovable and mixed property located on, used in respect thereofthe operation of, or relating to the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling or disposal of hydrocarbons, water, and associated substances produced from the Leases or the Units (the “Facilities”) . e. All natural gas, casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, helium, whether gaseous or liquid, produced or drained from or allocable to the Assets (f) At as hereinafter defined on and after the ClosingEffective Date (the “Hydrocarbons”). f. To the extent transferable, prior all contracts, permits, rights-of-way, easements, licenses, servitudes, transportation agreements, pooling agreements, operating agreements, gas balancing agreements, participation and processing agreements, confidentiality agreements, side letter agreements and any other agreement, document or instrument listed on Exhibit “A” INSOFAR ONLY as they directly relate and are attributable to completing the transactions provided for in this Section 2.1(f)Leases, the parties shall complete all transfers of the Units, W▇▇▇▇▇ Interests provided for in this Agreement, except Hydrocarbons, or Facilities or the transfer contractual and wellbore rights thereon or therein or the ownership or operation thereof, or the production, treatment, non-regulated transportation, gathering, marketing, sale, processing, handling disposal, storage or transportation of hydrocarbons, water, or substances associated therewith (the “Assumed Contracts”). g. Records relating to the Leases, Units, W▇▇▇▇▇ VMSCC Shares, Hydrocarbons, Assumed Contracts and immediately after the completion of such transfers, and subject to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed Facilities in the following sequencepossession of Assignor (the “Records”) and including as follows: all (i) firstlylease, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; land, and division order files (including any abstracts of title, title opinions, certificates of title, title curative documents, and division orders contained therein), (ii) secondlythe Assumed Contracts; (iii) all well, facility, operational, environmental, regulatory, compliance and historic production files and (iv) all geological files relating to the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 Leases (the “VMSCC Sales ProceedsGeologic Data”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited but not including any records which (i) Assignor is prohibited from transferring to Assignee by law or existing contractual relationship, or which (ii) constitute Excluded Assets (as hereinafter defined in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00.Section 2)

Conveyance. Subject to and upon the terms and conditions herein provided: (a) Vaughan AdvisoryOn the Closing Date, as sole trustee and upon payment by CCA to or on behalf of the Vaughan Trust, hereby agrees on Closing to sell, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all Authority of the ▇▇▇▇▇consideration set out in Section 2.3(i) and (ii) below, the Authority will convey to CCA the Land, buildings and improvements comprising the Facility by Warranty Deed, in the same form attached hereto as Exhibit B, and the machinery, equipment and other items of personal property comprising the Facility by Bill ▇▇ ▇▇▇Sale and Assignment, in the same form attached hereto as Exhibit C. The Bill ▇▇ Subject Assets Sale and Ivanhoe II hereby agrees that it and/or any one or more Assignment will include an assignment of such Qualified Designeesall right, shall purchasetitle and interest of the Authority under (i) the Monitor Agreement, acquire dated as of June 1, 1995, between the Authority and assume the ▇▇▇▇▇Norr▇▇ & ▇▇▇▇▇ Subject Assetsssociates, Inc., and (ii) the Marketing Services Agreement, dated as of August 1, 1995, between the Authority and Capitol Consultants relating to the Facility, and an assumption by CCA of all obligations of the Authority under said agreements from and after the Closing. (b) Vaughan Residual hereby agrees on Closing to sellCCA may obtain, transfer at its option and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIat its expense, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and to the ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging or evidencing the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect thereof. (f) At the Closing, prior to completing the transactions provided for in this Section 2.1(f), the parties shall complete all transfers of the ▇▇▇▇▇ Interests provided for in this Agreement, except the transfer of the ▇▇▇▇▇ VMSCC Shares, and immediately after the completion of such transfers, and subject to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstlyan owner's title insurance commitment from a title insurance company of its choice to issue a title insurance policy insuring marketable fee simple title to the Facility to CCA, Ivanhoe II shall terminate which will contain only those title exceptions described in the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; Warranty Deed attached hereto as Exhibit B, (ii) secondly, an as-built survey for the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets Facility prepared by an Oklahoma registered land surveyor of VMSCC for their fair market valueits choice, which will disclose no matters affecting the parties agree is Cdn. $100,000 (Facility other than those described in the “VMSCC Sales Proceeds”)Warranty Deed attached hereto as Exhibit B, and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastlya Phase I environmental site assessment report for the Facility from an environmental engineer of its choice, Ivanhoe II shall purchase all which will disclose no adverse or material environmental matters affecting the Facility other than those matters caused or created by CCA, and/or (iv) a going concern appraisal. The Authority agrees to execute and deliver to the title company issuing said title insurance policy on or before the Closing such resolutions, consents, notices and title affidavits and certifications reasonably requested or customarily required by the title company in order to enable the title company to issue its title policy to CCA, upon payment of the ▇▇▇▇▇ VMSCC Shares for $2.00premium therefor, without title exceptions or requirements other than those title exceptions contained in the Warranty Deed attached hereto as Exhibit B and with the standard preprinted title exceptions deleted therefrom.

Conveyance. Subject to For and upon the terms and conditions herein provided: (a) Vaughan Advisory, as sole trustee in consideration of the Vaughan Trustsum of One Hundred and no/100 Dollars ($100.00), cash in hand paid, and other valuable consideration, including the assumption by Assignee of certain obligations and liabilities described in that certain Purchase and Sale Agreement dated February 17, 2003, by and between Assignor and Assignee ("Asset Sale Agreement"), the receipt and sufficiency of which are hereby agrees on Closing acknowledged, Assignor, subject to said Asset Sale Agreement (which Asset Sale Agreement is incorporated herein by reference for all purposes), does hereby sell, transfer transfer, assign, convey, set over and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIdeliver, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designeesunto Assignee, shall purchasewith Special Warranty, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its right, title and interest in and to the following (collectively, the "Assets"): A. the oil and gas leases listed and described in Exhibits "A", "AA", and "AB" (collectively, "Leases"); B. all gas wells, stratigraphic test w▇▇▇▇▇ St. Enoch Inter-Company Loans , monitor wells and any documents acknowledging or evidencing the ▇▇ot▇▇▇ St. ▇ells (collective▇▇ "▇ells") located on the Leas▇▇▇▇▇ Inter; C. all equipment, machinery, fixtures, flowlines, platforms, materials, improvements, and other real, personal, and mixed property located on, used in the operation of, or relating to the production, treatment, sale, or disposal of hydrocarbons, water, and associated substances produced from the Leases (the "Personal Property"); D. all natural gas, natural gas liquids, condensate, and other hydrocarbons, whether gaseous or liquid produced from or allocable to the Assets after the Effective Date (the "Hydrocarbons"); E. all contracts, permits, rights-Company Loans of-way, easements, licenses, servitudes and any security in respect agreements relating to the Leases and Wells, or the ownership or operation thereof., or the production, treatment, sale, storage or disposal of hydrocarbons, water, or substances associated therewith (the "Applicable Contracts"); and (f) At the Closing, prior to completing the transactions provided for in this Section 2.1(f), the parties shall complete F. all transfers of the ▇▇▇▇▇ Interests provided for in this Agreementfiles, except the transfer of the ▇▇▇▇▇ VMSCC Sharesrecords, information and immediately after the completion of such transfers, and subject data relating to the other terms and conditions of this Agreement and the Closing Deliveries Escrow AgreementLeases, the following transactions shall be completed in the following sequence: (i) firstlyWells, Ivanhoe II shall terminate the Hydrocarbons, Ap▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant ble Contracts and Personal Property, owned by Assignor and which Assignor is not prohibited from transferring to Section 3.03 thereof; Assignee by law or existing contractual relationship (collectively, the "Records"), including, without limitation: (i) lease, land, and title records (including any abstracts of title, title opinions, certificates of title, title curative documents, division orders, and division order files) (the "Land Files"), (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing AdjustmentApplicable Contracts; and (iii) lastlyall well, Ivanhoe II shall purchase all of environmental, and production files (the ▇▇▇▇▇ VMSCC Shares for $2.00"Well Files").

Conveyance. Subject to and upon the terms and conditions herein provided: Reven Housing Texas 2, LLC, a Delaware limited liability company (a) Vaughan Advisory“Grantor”, as sole trustee of the Vaughan Trustwhether one or more), hereby agrees on Closing to sellwhose address is P.▇. ▇▇▇ ▇▇▇▇, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II▇▇ ▇▇▇▇▇, all of the ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designees, shall purchase, acquire and assume the ▇-▇▇▇▇, for the purpose of securing the hereinafter described indebtedness and in consideration of the sum of Ten Dollars ($10.00), paid to Grantor by the Trustee hereinafter named, the receipt of which is hereby acknowledged, and for the further consideration of the uses, purposes, and trusts hereinafter set forth, has granted, sold, and conveyed, and by these presents does grant, sell and convey, unto R▇▇▇▇ Kitten, Trustee, of Lubbock National Bank, whose address is P.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell▇, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIhis substitutes or successors, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral real and personal property described in this Deed of Trust, Security Agreement and Financing Statement (the “Deed of Trust“) (which real and personal property is hereinafter referred to collectively as the “Property“), now owned or hereinafter acquired, subject to those easements, restrictive covenants, encumbrances or interests listed on the schedule of exceptions in the title insurance policies issued to Beneficiary as of the date of recordation of this Deed of Trust insuring the Beneficiary’s interest in the Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more (the “Permitted Exceptions”). The property covered by this Deed of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, Trust is described as being all of the ▇▇▇▇▇ Trust Units together with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000. (d) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees designated by Ivanhoe Newco, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume all of the ▇▇▇▇▇ Trustee Shares. (e) ▇▇▇▇▇ UK hereby agrees on Closing to sell, transfer and assign to Ivanhoe or to any Qualified Designees designated by Ivanhoe all of its Grantor’s right, title and interest in the following (collectively, the “Property“): (a) The premises described as: See Exhibit A. together with all of the easements, rights of way, privileges, liberties, hereditaments, strips and gores, streets, alleys, passages, ways, waters, watercourses, rights and appurtenances thereunto belonging or appertaining, and all of the estate, right, title, interest, claim or demand whatsoever of Grantor therein and in the streets and ways adjacent thereto, either in law or in equity (collectively, the “Land“); (b) The structures or buildings, and all additions and improvements thereto, now or hereafter erected upon the Land, including all building materials and Fixtures (hereinafter defined) now or hereafter forming a part of said structures or buildings, or delivered to the ▇▇▇▇▇ St. Enoch InterLand and intended to be installed in such structures or buildings (collectively, the “Improvements“); (c) All systems, devices, machinery, apparatus, equipment, fittings, appliances and fixtures of every kind and nature whatsoever now or hereafter located on the Land or the Improvements, including, but not limited to, all electrical, anti-Company Loans pollution, heating, lighting, laundry, incinerating, power, air-conditioning, plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigerating, ventilating, communication, garage and cooking systems, devices, machinery, apparatus, equipment, fittings, appliances and fixtures, and all engines, pipes, pumps, tanks, motors, conduits, ducts, compressors and switchboards, and all storm doors and windows, dishwashers, attached cabinets and partitions not included in the improvements (collectively, the “Fixtures“); (d) All articles of personal property of every kind and nature whatsoever, including, but not limited to, equipment, furniture, shades, awnings, screens and carpets, now or hereafter affixed to, attached to, placed upon, used or usable in any documents acknowledging way in connection with the use, enjoyment, occupancy or evidencing operation (including the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans planning, development and financing) of the Land or Improvements (collectively, the “Personal Property); (e) All leases of the Land, Improvements and Personal Property, or any security in respect part thereof., now or hereafter entered into, and all right, title and interest of Grantor thereunder, including cash or securities deposited thereunder to secure performance by the tenants of their obligations, and, including further, the right to receive and collect the rents thereunder (collectively, the “Leases“); (f) At All revenues, income, rents, issues and profits of any of the ClosingLand, prior to completing the transactions provided for in this Section 2.1(f)Improvements, Personal Property or Leases (collectively, the parties shall complete all transfers “Rents“); (g) All proceeds from the conversion, whether voluntary or involuntary, of any part of the ▇▇▇▇▇ Interests provided for in this AgreementLand, except Improvements or Personal Property into cash or liquidated claims, including insurance proceeds, insurance premium refunds and condemnation awards (collectively, the transfer of the ▇▇▇▇▇ VMSCC Shares, “Conversion Proceeds”); (h) All contracts and immediately after the completion of such transfers, and subject subcontracts relating to the Land or Improvements and all permits, licenses, franchises, certificates and other terms rights and conditions of this Agreement and privileges obtained in connection with the Closing Deliveries Escrow AgreementLand or Improvements (collectively, the following transactions shall be completed in the following sequence: “Contracts“); (i) firstlyAll funds, Ivanhoe II shall terminate accounts, accounts receivable, chattel paper, contract rights, deposit accounts, documents, instruments, general intangibles, letter of credit rights, (including fictitious, trade and other names, trademarks and symbols used in connection with the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondlyLand or Improvements, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”whether registered or not), and 50% notes and chattel paper arising from or by virtue of any transaction relating to the VMSCC Sale Proceeds for such assets shall be credited in favour of Land or Improvements (collectively, the Ivanhoe Transferees as a Closing Adjustment; and “Intangibles“); (iiij) lastlyTo the extent not already described above, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00Grantor’s interest in accounts, chattel paper, commodity accounts, commodity contracts, deposit accounts, electronic chattel paper, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter of credit rights, commercial tort claims, supporting obligation, oil and gas interest and extracted collateral relating to Land or Improvements (collectively, “All Other Collateral”); and (k) Any and all proceeds of every kind or character now owned or hereafter arising from or by virtue of any of the Property herein described, and all replacements, substitutions, or accessions to any of the above.

Conveyance. Subject Grantor, for good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee, subject to the Permitted Encumbrances, eight and upon one-third percent (8.33333%) of all present right, title and interest of Grantor in and to the terms following (collectively, the “Assets”), which with respect to the Leases, ▇▇▇▇▇ and conditions herein providedUnits described below shall not be less than the working interests and net revenue interests shown on Exhibits “A,” “A-1” and “A-2” attached hereto: (a) Vaughan AdvisoryThe oil and gas leases, as sole trustee oil, gas and mineral leases, subleases and other leaseholds, royalties, overriding royalties, net profits interests, mineral fee interests, carried interests, and other properties and interests described on Exhibit “A”, together with any other leases or interests within or pertaining to lands within the Area of Mutual Interest described in Section 1.2(d) hereof (collectively, the Vaughan Trust“Leases”), hereby agrees on Closing to selland any and all oil, transfer and assign to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe IIgas, all of the ▇▇water, CO2 or injection ▇▇▇▇▇ ▇▇▇▇▇ Subject Assets and Ivanhoe II hereby agrees that it and/or any one or more of such Qualified Designeesthereon, shall purchase, acquire and assume including the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Subject Assets. (b) Vaughan Residual hereby agrees on Closing to sell, transfer and assign (and direct Vaughan Advisory to convey legal title) to Ivanhoe II and/or to any Qualified Designees designated by Ivanhoe II, all of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets and Ivanhoe II hereby agrees that it and/or one or more of any such Qualified Designees shall purchase, acquire and assume the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Peripheral Property Subject Assets. (c) St. Enoch LLC hereby agrees on Closing to sell, transfer and assign to Ivanhoe Newco and/or to any Qualified Designees, all of interests in the ▇▇▇▇▇ Trust Units together shown on Exhibit “A-1” attached hereto (the “▇▇▇▇▇”); (b) All pooled, communitized or unitized acreage which includes all or a part of any Lease or includes any Well including but not limited to those production units described on Exhibit “A-2” (the “Units”), and all tenements, hereditaments and appurtenances belonging to the Leases and Units; (c) All gas and water pipelines and gathering systems and water disposal systems, compressors, wellhead equipment and facilities, central production facilities, saltwater disposal ▇▇▇▇▇ and facilities located on the Leases or used in connection with all rights attached or accruing to the ▇▇▇▇▇ Trust Units free (collectively, the “Facilities” and, together with the Units, Leases and clear of all Encumbrances other than Permitted Encumbrances and Ivanhoe Newco hereby agrees that it shall or shall cause one or more of any such Qualified Designees to purchase, acquire and assume all of the ▇▇▇▇▇ Trust Units; provided that▇, upon such purchase, each such Qualified Designee must hold ▇▇▇▇▇ Trust Units with a value which is greater than £250,000.the “Properties”); (d) ▇▇▇▇▇ UK hereby agrees on Closing to sellAll presently existing written contracts, transfer agreements and assign to Ivanhoe Newco and/or to any Qualified Designees designated instruments by Ivanhoe Newcowhich the Assets are bound, all of the ▇▇▇▇▇ Trustee Shares together with all rights attached or accruing to the ▇▇▇▇▇ Trustee Shares free extent applicable to the Assets, including but not limited to, operating agreements, unitization, pooling and clear communitization agreements, declarations and orders, area of all Encumbrances other than Permitted Encumbrances mutual interest agreements, joint venture agreements, farmin and Ivanhoe Newco agrees that it and/or one farmout agreements, exchange agreements, transportation agreements, and agreements for the sale and purchase of Hydrocarbons and processing agreements, to the extent applicable to the Properties or more the production of any such Qualified Designees shall purchase, acquire and assume all of Hydrocarbons from the ▇▇▇▇▇ Trustee Shares.Properties (the “Contracts”); (e) ▇▇▇▇▇ UK hereby agrees on Closing to sellAll surface fee interests, transfer easements, permits, licenses, servitudes, rights-of-way, surface leases and assign to Ivanhoe other surface rights appurtenant to, and used or to any Qualified Designees designated by Ivanhoe all of its rightheld for use in connection with, title and interest in and to the ▇▇▇▇▇ St. Enoch Inter-Company Loans and any documents acknowledging or evidencing the ▇▇▇▇▇ St. ▇▇▇▇▇ Inter-Company Loans and any security in respect thereof.Properties (“Appurtenant Rights”); (f) At All equipment, machinery, fixtures and other tangible personal property and improvements located on the ClosingProperties or used or held for use in connection with the operation of the Properties (the “Equipment”); (g) All of the following, prior to completing the transactions provided extent related to the Properties and in Seller’s possession, or used or held for use in this Section 2.1(fconnection with the maintenance or operation thereof and to the extent such are assignable or transferable by Seller without restriction under applicable law or any contracts, instruments or agreements (and without payment by Seller): all technical information, including, but not limited to, all geological, geochemical and geophysical information, geographic and structural geological maps, well logs and related analyses and correlations, paleontological data, stratigraphic studies and data pertaining to permeability or porosity, seismic and gravitational data and production records, engineering and geological data, consultants' studies or reports regarding any of the foregoing and any and all interpretative analyses of the foregoing; copies of all insurance policies and bonds, all original books, records, files, documents (including accounts payable and receivable, accounting records, Leases, deeds, and Contracts); all title information (including, but not limited to, lease files, land files, well files, division order files, agreement files, gas sales, gathering and processing files, title opinions, abstracts, evidence that rentals, royalties and other payments due under the Leases and Contracts have been paid, evidence that Taxes have been paid, maps and surveys, lease records and data sheets), computer-sensible copies of all of Seller’s computer records; and all plans for exploration and development, applications, inspection reports, environmental impact statements, assessments and studies, permits, licenses, orders, consents, notices, correspondence and other statements and instruments pertaining to environmental matters and requirements that have been filed with or supplied to or by any Governmental Authority (the parties shall complete all transfers of “Records”). TO HAVE AND TO HOLD the ▇▇▇▇▇ Interests provided for undivided interest herein described in this Agreementthe Assets unto Grantee, except the transfer of the ▇▇▇▇▇ VMSCC Sharesits successors and assigns, and immediately after the completion of such transfersforever, and subject subject, however, to the other terms and conditions of this Agreement and the Closing Deliveries Escrow Agreement, the following transactions shall be completed in the following sequence: (i) firstly, Ivanhoe II shall terminate the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Building Lease pursuant to Section 3.03 thereof; (ii) secondly, the ▇▇▇▇▇ Transferors and Ivanhoe II shall cause VMSCC to sell, and Ivanhoe II shall purchase, all remaining assets of VMSCC for their fair market value, which the parties agree is Cdn. $100,000 (the “VMSCC Sales Proceeds”), and 50% of the VMSCC Sale Proceeds for such assets shall be credited in favour of the Ivanhoe Transferees as a Closing Adjustment; and (iii) lastly, Ivanhoe II shall purchase all of the ▇▇▇▇▇ VMSCC Shares for $2.00Conveyance.