PURCHASE AND SALE AGREEMENT BY AND BETWEEN MARITECH RESOURCES, INC. AS SELLER AND TANA EXPLORATION COMPANY LLC AS BUYER MARITECH 2011 DIVESTITURE PACKAGE OFFSHORE GULF OF MEXICO

Exhibit 10.3

PURCHASE AND SALE AGREEMENT

BY AND BETWEEN

MARITECH RESOURCES, INC.

AS SELLER

AND

XXXX EXPLORATION COMPANY LLC

AS BUYER

MARITECH 2011 DIVESTITURE PACKAGE

OFFSHORE GULF OF MEXICO

TABLE OF CONTENTS

ARTICLE 1 SALE AND PURCHASE OF THE ASSETS	1
1.1 Acquired Assets	1
1.2 Excluded Assets	3
1.3 Ownership of Production from the Assets	5
ARTICLE 2 Purchase Price	5
2.1 Purchase Price	5
2.2 Deposit	5
ARTICLE 3 Purchase Price Adjustments	6
3.1 Adjustments to the Base Purchase Price	6
3.2 Closing Statement	8
3.3 Post-Closing Adjustments.	8
3.4 Imbalances	9
3.5 Allocation of Revenues and Expenses Upon Closing.	10
ARTICLE 4 BUYER’S DUE DILIGENCE	11
4.1 Access	11
4.2 Buyer’s Environmental Assessment	11
4.3 Buyer’s Indemnification of Seller	12
ARTICLE 5 TITLE MATTERS	12
5.1 Certain Definitions.	12
5.2 Notice of Title Defects	15
5.3 Remedies for Title Defects	15
5.4 Title Benefits	16
ARTICLE 6 ENVIRONMENTAL ASSESSMENT	16
6.1 Certain Definitions.	16
6.2 Notice of Adverse Environmental Conditions	17
6.3 Remedies for Adverse Environmental Conditions	17
ARTICLE 7 INDEPENDENT EXPERT.	18
7.1 Independent Expert	18
ARTICLE 8 Casualty loss	19
8.1 Casualty Losses and Government Takings	19
8.2 Remedies for Casualty Losses and Government Takings	19
8.3 Change in Condition	19
ARTICLE 9 PREFERENTIAL RIGHTS AND CONSENTS	20
9.1 Consents	20
9.2 Preferential Rights.	20
ARTICLE 10 REPRESENTATIONS AND WARRANTIES OF SELLER	21

10.1 Seller’s Representations and Warranties	21
10.2 Scope of Representations of Seller.	25
ARTICLE 11 REPRESENTATIONS AND WARRANTIES OF BUYER	27
11.1 Buyer’s Representations and Warranties	27
ARTICLE 12 INTERIM OPERATIONS	29
12.1 Interim Operations	29
12.2 Disposal Barge and Equipment	30
ARTICLE 13 CONDITIONS PRECEDENT TO CLOSING OBLIGATIONS OF BUYER	30
13.1 No Litigation	30
13.2 Representations and Warranties; Covenants	30
13.3 Aggregate Adjustments Base to Purchase Price	30
ARTICLE 14 CONDITIONS PRECEDENT TO CLOSING OBLIGATIONS OF SELLER	31
14.1 No Litigation	31
14.2 Representations and Warranties; Covenants	31
14.3 Aggregate Adjustments Base to Purchase Price	31
14.4 Buyer’s Qualification and Bonding	31
ARTICLE 15 CLOSING	31
15.1 Closing	31
15.2 Deliveries by Seller	31
15.3 Deliveries by Buyer. At Closing, Buyer shall deliver to Seller:	32
ARTICLE 16 TERMINATION	33
16.1 Termination	33
16.2 Effect of Termination	33
ARTICLE 17 BUYER’S POST-CLOSING BONDING AND INSURANCE OBLIGATIONS	33
17.1 Governmental Bonds	33
17.2 Supplemental Bonding Requirements	34
17.3 Insurance Coverages	34
ARTICLE 18 OTHER POST-CLOSING COVENANTS	35
18.1 Seller’s	35
18.2 Records	36
18.3 Operatorship	36
18.4 Suspended Funds	36
18.5 Notice of Transfer	36
18.6 Work Bid Opportunities	36
18.7 Employee Matters	36
18.8 Contribution Agreement	37
18.9 EC 328 A_Platform P&A Obligations	37
18.10 Option to Lease Office Space	37
ARTICLE 19 TAXES	38

19.1 Asset Taxes.	38
19.2 Tax Reporting	39
19.3 Transfer Taxes	39
19.4 Income and Franchise Taxes	39
ARTICLE 20 ASSUMED OBLIGATIONS; INDEMNIFICATION	39
20.1 Buyer’s Assumption of Obligations After Closing	39
20.2 Indemnification By Buyer	41
20.3 Indemnification By Seller	41
20.4 Limitation on Seller’s Indemnity Obligations	42
20.5 Survival of Provisions	42
20.6 Notice of Claim	42
20.7 Exclusive Remedy	43
ARTICLE 21 MEDIATION AND ARBITRATION	43
21.1 Mediation and Arbitration	43
ARTICLE 22 MISCELLANEOUS	45
22.1 Confidentiality	45
22.2 Notice	45
22.3 Press Releases and Public Announcements	46
22.4 COMPLIANCE WITH EXPRESS NEGLIGENCE RULE	47
22.5 Governing Law	47
22.6 Exhibits	47
22.7 Fees, Expenses, and Recording	47
22.8 Assignment	47
22.9 Buyer’s Parent as a Party	48
22.10 Seller’s Parent as a Party	48
22.11 Entire Agreement	48
22.12 Severability	48
22.13 Captions	48
22.14 Counterpart Execution	48
22.15 Waiver of Certain Damages	48
22.16 Amendments and Waivers	48
22.17 Seller’s Knowledge	49
22.18 Like-Kind Exchanges	49
22.19 Further Cooperation	49

iii

Exhibits:

1.1(A) Leases and Lands

1.1(B) Properties

1.1(C) Xxxxx

1.1(D) Easements

1.1(G) Contracts and Material Contracts

1.1(H) Related Assets

1.1(J) Vessels and Vehicles

1.2(K) Excluded Claims

1.2(N) EC 328 A Platform P&A Obligations

1.2(O) Excluded Property and Easements

1.2(P) Disposal Barge and Equipment

15.2(A) Form of Assignment, Xxxx of Sale and Conveyance

15.2(B) Form of Certificate of Non-Foreign Status

Schedules:

1.3A Inventory Hydrocarbons

2.1 Allocated Values

3.4 Agreed Imbalance

5.1(G) Liens and Encumbrances

10.1(H) Taxes

10.1(I) Suspended Funds

10.1(J) Compliance with Laws and Regulations

10.1(K) Preferential Rights and Consents to Assign

10.1(M) Authorities for Expenditure

10.1(N) Take or Pay

10.1(Q) Personal Property and Fixture Condition

17.1 Bonding Requirements

18.7 Excluded Employees

18.8 Contribution Agreement

INDEX OF CERTAIN DEFINED TERMS

AAA	44	GAAP	6
Accounting Referee	9	Government Taking	19
Actual Asset Taxes	39	Hydrocarbons	2
Adverse Environmental Condition	17	Imbalance	10
Agreed Imbalance	10	Indemnitee	43
Agreement	1	Indemnity Cap	43
Allocated Value	5	Independent Expert	19
Allocation	39	Individual Claim Threshold	43
Asset Taxes	8	Interim Period	29
Assets	1	Inventory Hydrocarbons	5
Assumed Environmental Obligations	41	Lands	1
Assumed Obligations	40	Leases	1
Assumed Plugging and Abandonment Obligations	40	MMMF	27
Base Purchase Price	5	NORM	27
BOEMRE	32	Overestimated Amount	39
BOEMRE Lease Bonds	34	Parties	1
Buyer	1	Party	1
Buyer’s Indemnified Claim	42	Permitted Encumbrance	13
Buyer’s Parent	1	Phase I Environmental Assessment	11
Casualty Loss	19	Phase II Environmental Assessment	11
Casualty Loss Amount	20	Post-Closing Adjustment Statement	9
Claimant	44	Preferential Rights	20
Closing	32	Properties	1
Closing Adjustment Statement	8	Purchase Price	6
Closing Date	32	Records	3
Confidentiality Agreement	46	Related Assets	2
Contracts	2	Respondent	44
Contribution Agreement	37	Revised Allocation	39
Contribution Amount	38	Royalties	6
Conveyance	32	Rules	45
curative	17	Seller	1
cure	17	Seller’s Indemnified Claim	42
Current Tax Period	8	Seller’s knowledge	49
Damages	42	Seller’s Parent	1
Defect Deductible	12	Seller’s Pro Rata Share	39
Defect Notice Deadline	12	Survival Period	43
Defensible Title	12	Title Benefit	13
Deposit	5	Title Benefit Amount	16
Disputes	44	Title Benefit Notice	16
Easements	2	Title Defect	13
Effective Time	1	Title Defect Notice	15
Environmental Defect Value	17	Title Defect Value	13
Environmental Laws	17	Transition Services Agreement	32
Estimated Asset Taxes	39	Underestimated Amount	39
Excluded Assets	3	Units	2
Excluded Employees	37	Xxxxx	1

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is entered into the 1st day of April, 2011, by and among MARITECH RESOURCES, INC., a Delaware corporation (“Seller”), and XXXX EXPLORATION COMPANY LLC, a Delaware limited liability company (“Buyer”), and, for the limited purposes described in Sections 22.9 and 22.10, respectively, TRT HOLDINGS, INC., a Delaware corporation (“Buyer’s Parent”) and TETRA TECHNOLOGIES, INC., a Delaware corporation (“Seller’s Parent”). Buyer and Seller are sometimes collectively referred to herein as the “Parties” and each is sometimes individually referred to as a “Party.”

RECITALS

A. Seller desires to sell to Buyer certain oil, gas and mineral properties and other assets on the terms and conditions set forth in this Agreement.

B. Buyer desires to purchase from Seller such assets on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

ARTICLE 1

SALE AND PURCHASE OF THE ASSETS

1.1 Acquired Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, as of 7:00 a.m. (Central Time) on January 1, 2011 (the “Effective Time”), all of Seller’s right, title and interest in and to the following, less and except the Excluded Assets, as defined hereafter (collectively, the “Assets”):

(A)

The oil and gas leases described on Exhibit 1.1(A) (including all working interests, royalty interests, overriding royalty interests, net profits interests, production payments, reversionary rights and all other interests therein, whether described or not), insofar, and only insofar as such leases cover the lands and, where indicated, depths described on Exhibit 1.1(A) (the “Lands”) (such leases, insofar as they cover the Lands, being referred to herein as the “Leases”);

(B)	the facilities and lands described on Exhibit 1.1(B) (the “Properties”);

(C)	All xxxxx located on or associated with the Leases or Lands (whether producing, not producing or abandoned) (the “Xxxxx”), including, without limitation, the Xxxxx identified on Exhibit 1.1(C);

(D)

To the extent assignable or transferable, all easements, rights of way, licenses, permits, servitudes and other rights, privileges, benefits and powers to the extent used in connection with the operation of the Leases, Units (hereinafter defined), Xxxxx, or Related Assets (hereinafter defined) (collectively, the “Easements”), including, without limitation, the Easements identified on Exhibit 1.1(D);

(E)

All rights, obligations and interests in any unit or pooled area in which the Leases are included, including all interests in any Xxxxx within the Units associated with the Leases, together with the rights in and to all existing and effective unitization, pooling and communitization agreements, declarations and orders, and the properties covered and the Units created thereby, to the extent they relate to or affect any of the Leases, Lands, Properties and Xxxxx (the “Units”);

(F)	All of the oil and gas and associated hydrocarbons in, on and under or that may be produced from or otherwise attributable to the Lands, the Leases, the Units or the Properties (“Hydrocarbons”) from and after the Effective Time;

(G)

To the extent assignable and applicable to the Assets, all hydrocarbon purchase and sale agreements, farmin agreements, farmout agreements, bottom hole agreements, acreage contribution agreements, operating agreements, unit agreements, processing agreements, options, leases of equipment or facilities, joint venture agreements, pooling agreements, transportation agreements, rights-of-way and other contracts, agreements and rights, which are owned by Seller, in whole or in part, and are appurtenant to the Leases, Lands, Xxxxx, Units or Properties, or used in connection with the sale, distribution or disposal of Hydrocarbons or water from the Leases, Lands, Xxxxx, Units or Properties (collectively, the “Contracts”), including, without limitation, the Contracts identified on Exhibit 1.1(G);

(H)

All well equipment, platforms, caissons and other such structures, pipelines, flowlines, gathering systems, plants, piping, buildings, treatment facilities, disposal facilities, injection facilities, compressors, casing, tanks, tubing, pumps, pumping units, motors, fixtures, machinery and other equipment located in or on the Leases, Lands, Xxxxx, Units or Properties or used in the operation thereof which are owned by Seller, in whole or in part (the “Related Assets”), including, without limitation, the Related Assets identified on Exhibit 1.1(H);

(I)	To the extent assignable, all governmental permits, licenses and authorizations, as well as any applications for the same, related to the Leases, Lands, Xxxxx, Units, Properties, Contracts or Related Assets, or the use thereof;

(J)	All vehicles and vessels used in the operation of the Assets, including without limitation the vehicles and vessels listed on Exhibit 1.1(J); and

(K)

All of Seller’s files, records and data relating to the items described in subsections (A) through (J) above, including, without limitation, all lease, well, division order and other title records (including title curative documents); surveys, maps and drawings; contracts; correspondence; regulatory, geological records and information; production records, electric logs, core data, pressure data, decline curves, graphical production curves and all related matters and construction documents; and Seller’s proprietary geophysical and seismic records and interpretations of same, data and related information, if any, that is not subject to contractual restrictions on disclosure or transfer (collectively, the “Records”).

1.2 Excluded Assets. Notwithstanding the foregoing, the Assets shall not include, and there is excepted, reserved and excluded from the purchase and sale contemplated herein, the following items (collectively, the “Excluded Assets”):

(A)

all credits, rebates, refunds, adjustments, accounts, instruments and general intangibles, and all insurance claims, all to the extent attributable to the Assets with respect to any period of time prior to the Effective Time and received by Buyer or Seller within eighteen (18) months after the Closing Date (hereinafter defined);

(B)

to the extent monetary settlement for same is received by Buyer or Seller within eighteen (18) months after the Closing Date all claims of Seller for refunds of or loss carry forwards with respect to (i) ad valorem, severance, production or any other taxes attributable to any period prior to the Effective Time, (ii) income or franchise taxes of Seller, or (iii) any taxes attributable to the other Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement;

(C)

all proceeds, income or revenues (and any security or other deposits made) attributable to (i) to the extent monetary settlement for same is received by Buyer or Seller within eighteen (18) months after the Closing Date, the Assets for any period prior to the Effective Time, or (ii) any other Excluded Assets;

(D)	all of Seller’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property;

(E)	all of Seller’s rights and interests in geological and geophysical data which cannot be transferred without the consent of, or payment to, any

party, unless Buyer obtains the applicable consent or makes the applicable payment;

(F)	all documents and instruments of Seller that are protected by an attorney-client privilege (other than title opinions);

(G)	data and other information that cannot be disclosed or assigned to Buyer as a result of confidentiality or similar arrangements under agreements with persons unaffiliated with Seller;

(H)

any and all files, records, contracts and documents relating to Seller’s efforts to sell the Assets (or any other discussions or negotiations regarding the sale or other disposition of any of the Assets), including any research, valuation or pricing information prepared by Seller and/or its consultants in connection therewith, and any bids received for such interests and information and correspondence in connection therewith;

(I)	to the extent monetary settlement for same is received by Buyer or Seller within eighteen (18) months after the Closing Date, all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or with respect to any of the other Excluded Assets;

(J)	all corporate, partnership, and income tax records of Seller;

(K)

all claims arising from acts, omissions or events, or damage to or destruction of the Assets before the Effective Time listed on Exhibit 1.2(K) and all rights, titles, claims and interests of Seller related thereto (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit, or (iii) to any insurance or condemnation proceeds or awards;

(L)	all bonds posted by Seller;

(M)	all of Seller’s right, title and interest in, to and under the Contribution Agreements, as more fully described in Section 18.8;

(N)

all obligations to plug, abandon and remove the East Cameron 328 A Platform (together with all obligations to plug, abandon and/or remove all xxxxx, equipment, pipeline segments, subsurface debris and obstructions related thereto, as set forth on Exhibit 1.2(N), the “EC 328 A Platform P&A Obligations”);

(O)

the property described in Exhibit 1.2(O), together with an undivided interest in all easements, rights-of-way, licenses, permits, servitudes, surface leases, surface use agreements, and similar rights, obligations and interests, to the extent they are attributable and allocable to rights and interests so retained by Seller;

(P)	the equipment, material and barge currently located at Timbalier Bay and described on Exhibit 1.2(P) (the “Disposal Barge and Equipment”)

(Q)	all obligations, liability, and benefits related to claims and/or counterclaims asserted in the litigation listed on Schedule 10.1(H), to the extent related to production prior to the Effective Time, and the responsibility for the cost of defense thereof.

1.3 Ownership of Production from the Assets

(A)

Production Before the Effective Time. Seller shall own all Hydrocarbons produced from or attributable to the Assets before the Effective Time. If, at the Effective Time, merchantable Hydrocarbons produced from or attributable to the Assets are stored in tanks (the “Inventory Hydrocarbons”), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Inventory Hydrocarbons at the contract price in effect as of the Effective Time or the market value if there is no contract price in effect as of the Effective Time. The Inventory Hydrocarbons have been gauged and measured as of the Effective Time as set forth on Schedule 1.3A, which the Parties may update prior to Closing. Buyer shall pay Seller for the Inventory Hydrocarbons as an adjustment to the Purchase Price at Closing, as provided in Section 3.1(A)(ii).

(B)

Production After the Effective Time. Upon Closing, Buyer will own all Hydrocarbons produced from or attributable to the Assets from and after the Effective Time; provided, however, that Seller may sell on Buyer’s behalf all Hydrocarbons produced from or attributable to the Assets between the Effective Time and the Closing Date, and Seller will credit Buyer with the proceeds received from such sales as an adjustment to the Purchase Price subject to adjustment as provided in Section 3.1(B)(i).

ARTICLE 2

PURCHASE PRICE

2.1 Purchase Price. The purchase price for the Assets is Two Hundred Twenty-Two Million Two Hundred Fifty Thousand Dollars (U.S.) ($222,250,000) (the “Base Purchase Price”), subject to the adjustments provided for herein. The Base Purchase Price is allocated among the Assets as provided in Schedule 2.1 (the portion of the Base Purchase Price so allocated to an Asset being referred to herein as its “Allocated Value.”)

2.2 Deposit. Within two (2) business days after Buyer’s receipt of notice of the approval of this Agreement and the transactions contemplated by this Agreement by Board of Directors of Seller’s Parent, Buyer shall pay to Seller, by wire transfer of immediately available funds, a performance guarantee deposit (the “Deposit”) in the amount of five percent (5%) of the Base Purchase Price. Said sum is considered and recognized by Buyer and Seller as a deposit on the above stated Base Purchase Price and as xxxxxxx money for Buyer’s performance hereunder. If Buyer fails to pay the Deposit within two (2) business days after Buyer’s receipt of notice of

the approval of this Agreement and the transactions contemplated by this Agreement by Board of Directors of Seller’s Parent, Seller may, at its sole discretion, terminate this Agreement upon written notice to Buyer, and, in such event, Seller and Buyer shall have no further obligation(s) to one another. If the Board of Directors of Seller’s Parent fails or refuses to approve this Agreement and the transactions contemplated hereunder on or before April 8, 2011, then this Agreement shall terminate and in such event, Seller and Buyer shall have no further obligation(s) to one another.

ARTICLE 3

PURCHASE PRICE ADJUSTMENTS

3.1 Adjustments to the Base Purchase Price. The Base Purchase Price shall be adjusted as follows (as so adjusted, the “Purchase Price”).

(A)	The Base Purchase Price shall be adjusted upward (without duplication) by:

(i)

an amount equal to the proceeds actually received by Buyer from the sale of Hydrocarbons produced from or attributable to the Assets prior to the Effective Time (other than Inventory Hydrocarbons), net of lessors’ royalties, overriding royalties, production payments, net profits interests, carried working interests and other similar burdens payable to third parties which burden the Assets (collectively, “Royalties”) and severance taxes paid by Buyer to third parties with respect thereto (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 3.1(B)(ii));

(ii)

an amount equal to the value of all Inventory Hydrocarbons, such value to be based upon the contract price governing Hydrocarbon sales from the applicable Asset in effect as of the Effective Time (or the market value if there is no price in effect as of the Effective Time), net of Royalties and severance taxes (without duplication of any amounts included in the downward adjustment to the Base Purchase Price pursuant to Section 3.1(B)(ii));

(iii)

without duplication of any adjustment pursuant to Section 3.1(B)(i), an amount equal to all operating and capital costs, expenses and other expenditures (whether capitalized or expensed), actually paid by Seller, in compliance with this Agreement, that are, in accordance with generally accepted accounting principles in the United States, consistently applied (“GAAP”), attributable to the ownership or operation of the Assets after the Effective Time, including, without duplication, all Royalties, rentals and other burdens on production, transportation and other fees and expenses relating to the transportation, processing and marketing of Hydrocarbons produced after the

Effective Time; rentals and other similar charges; expenses under applicable joint operating agreements or other contracts or agreements, including without limitation, drilling, completion, reworking, deepening, sidetracking, and plugging and abandonment costs; and ad valorem, property, production, excise, severance, and any other taxes (except income or franchise taxes) based upon or measured by the ownership of the Assets or the production of Hydrocarbons therefrom after the Effective Time;

(iv)

a fixed monthly rate, prorated if necessary, of $150,000 as compensation for overhead, operation and maintenance expenses (excluding workover costs, plugging and abandoning costs, and major costs) from and after the Effective Time to the Closing Date; provided, however, that Seller shall be entitled to retain amounts paid to Seller by third parties expressly designated as overhead charges pursuant to the joint operating agreement governing the applicable Asset from and after the Effective Time to the Closing Date;

(v)	to the extent the Assets are, in the aggregate, underproduced, the value of such net Imbalance, calculated as provided in Section 3.4;

(vi)	adjustments with respect to Title Benefits, pursuant to Section 5.4; and

(vii)

any other amount agreed upon in writing by Seller and Buyer.

(B)	The Base Purchase Price shall be adjusted downward (without duplication) by:

(i)

an amount equal to the proceeds actually received by Seller from the sale of Hydrocarbons produced from or attributable to the Assets after the Effective Time, net of Royalties and severance taxes paid by Seller (without duplication of any amounts included in the adjustment to the Base Purchase Price pursuant to Section 3.1(A)(iii));

(ii)

an amount equal to all operating and capital costs, expenses and other expenditures (whether capitalized or expensed), actually paid by Buyer that are, in accordance with GAAP, attributable to the ownership or operation of the Assets prior to the Effective Time, including, without duplication, all Royalties, rentals and other burdens on production, transportation and other fees and expenses relating to the transportation, processing and marketing of Hydrocarbons produced prior to the Effective Time; rentals and other similar charges; expenses under applicable joint operating agreements or other contracts or agreements, including without

limitation, drilling, completion, reworking, deepening, sidetracking, and plugging and abandonment costs; and, without duplication of any adjustment pursuant to Section 3.1(A)(i), ad valorem, property, production, excise, severance, and any other taxes (except income or franchise taxes) based upon or measured by the ownership of the Assets or the production of Hydrocarbons therefrom prior to the Effective Time;

(iii)

all amounts related to Preferential Rights as determined pursuant to Section 9.2;

(iv)	to the extent the Assets are, in the aggregate, overproduced, the value of such net Imbalance, calculated as provided in Section 3.4;

(v)	the amount of any adjustment for Title Defects and Adverse Environmental Conditions, determined as provided in Article 5 and Article 6, respectively;

(vi)

Seller’s share of the amount of all ad valorem, severance, property or other taxes (other than income and sales or use taxes) paid or payable with respect to or attributable to the Assets (“Asset Taxes”) for the tax period in which the Effective Time occurs (the “Current Tax Period”) which are unpaid as of the Closing Date, to the extent attributable to periods prior to the Effective Time, which amount shall, where possible, be computed based upon the tax rate and values applicable to the tax assessment period in question; otherwise, the amount of the adjustment under this paragraph shall be estimated based upon such taxes assessed against the applicable portion of the Assets for the immediately preceding tax assessment period just ended; and

(vii)

any other amount agreed upon in writing by Seller and Buyer.

3.2 Closing Statement. Seller shall prepare, in accordance with the provisions of this Article 3, a statement (the “Closing Adjustment Statement”) setting forth each adjustment to the Base Purchase Price. Seller shall submit the Closing Adjustment Statement to Buyer, together with reasonable documentation supporting the calculation of amounts presented on the Closing Adjustment Statement, no later than five (5) business days prior to the scheduled Closing Date. In the event Buyer believes that the Closing Adjustment Statement does not accurately set forth the Purchase Price and/or the adjustments thereto, Buyer shall communicate to Seller in writing such inaccuracies no later than three (3) business days prior to Closing. The Parties shall cooperate to prepare a mutually agreeable Closing Adjustment Statement on or before the date that is two (2) days prior to Closing. When available, actual figures will be used for the adjustments at Closing. To the extent actual figures are not available, estimates shall be used, subject to final adjustments as described in Section 3.3 below.

3.3 Post-Closing Adjustments.

(A)

A post-closing adjustment statement (the “Post-Closing Adjustment Statement”) based on the actual income and expenses shall be prepared and delivered by Seller to Buyer within one hundred twenty (120) days after the Closing Date, proposing further adjustments to the calculation of the Purchase Price based on the information then available. Seller and Buyer shall each be given access to and shall be entitled to review and audit the other Party’s records pertaining to the computation of amounts in such Post-Closing Adjustment Statement.

(B)

Within one hundred fifty (150) days after the Closing Date, Buyer shall deliver to Seller a written statement describing in reasonable detail its objections (if any) to any amounts or items set forth on or omitted from the Post-Closing Adjustment Statement. If Buyer does not raise objections within such period, then the Post-Closing Adjustment Statement shall become final and binding upon the Parties at the end of such period.

(C)

If Buyer raises objections, the Parties shall negotiate in good faith to resolve any such objections. If the Parties are unable to resolve any disputed item within fifteen (15) days after Seller’s receipt of Buyer’s written objections to the Post-Closing Adjustment Statement, any such disputed item shall be submitted to a nationally recognized independent accounting firm mutually agreeable to the Parties (the “Accounting Referee”) who shall be instructed to resolve such disputed item within thirty (30) days. The resolution of disputes by the Accounting Referee shall be set forth in writing and shall be conclusive, binding upon and non-appealable by the Parties. The fees and expenses of the Accounting Referee shall be paid one-half by Buyer and one-half by Seller.

(D)

Within five (5) days after the Post-Closing Adjustment Statement has become final and binding on the Parties or, if applicable, the issuance of the Accounting Referee’s decision, then, (i) in the event the estimated Purchase Price paid at Closing is greater than the final Purchase Price, as finally determined in the Post-Closing Adjustment Statement or by the Accounting Referee, as applicable, then Seller shall pay the amount of such difference to Buyer; and (ii) in the event the estimated Purchase Price paid at Closing is less than the final Purchase Price, as finally determined in the Post-Closing Adjustment Statement or by the Accounting Referee, as applicable, then Buyer shall pay the amount of such difference to Seller.

3.4 Imbalances. Buyer shall assume all rights and obligations of Seller arising from Imbalances pertaining to the Assets from and after the Effective Time (whether overproduced or underproduced). The Net Imbalances attributable to the Assets as of the Effective Time are estimated to be as set forth on Schedule 3.4 (the “Agreed Imbalance”), notwithstanding that the actual Imbalance may be less or greater. Seller shall use reasonable efforts to attempt to determine the actual net Imbalances in preparation of the Post-Closing Adjustment Statement. The Base Purchase Price shall be increased in the Post-Closing Adjustment Statement by the

actual Imbalance as of the Effective Time in the manner set forth below if the Assets are underproduced and shall be decreased in the same manner if the Assets are overproduced, in each case as provided in Section 3.1. Such Imbalances shall be accounted for between the Parties at the price of $4.00 per MMBtu for gas and $90.00 per barrel for oil (and associated Hydrocarbons). Such settlement shall be final and neither Party thereafter shall make claim upon the other concerning the Imbalances of the Assets, each Party hereby waiving any such claim to the extent permitted by applicable law. The term “Imbalance” means any Hydrocarbons production or pipeline imbalance existing as of the Effective Time with respect to any of the Assets, together with any related rights or obligations as to future cash and/or gas or product balancing, as a result of, production or pipeline delivery imbalances.

3.5 Allocation of Revenues and Expenses Upon Closing.

(A)

Allocation of Refunds and Receivables as of the Effective Time. Seller shall retain all receivables, refunds and other amounts attributable to the ownership or operation of the Assets prior to the Effective Time to the extent received by Buyer or Seller within eighteen (18) months after the Closing Date. Except to the extent an upward adjustment of the Base Purchase Price has been made with respect thereto, if Buyer collects any such receivable, refund or other amount, then Buyer shall promptly remit any such amount to Seller. After Closing, Buyer shall own all receivables, refunds and other amounts attributable to the ownership or operation of the Assets on or after the Effective Time. Except to the extent a downward adjustment of the Base Purchase Price has been made with respect thereto, if Seller collects any such receivable, refund or other amount, then Seller shall promptly remit any such amount to Buyer.

(B)

Audit Adjustments. Seller shall retain all rights and obligations relating to adjustments resulting from any operating agreement and other audit claims asserted by or against third party operators to the extent attributable to ownership or operation of the Assets prior to the Effective Time. Any credit received by Buyer pertaining to such an audit claim shall be paid to Seller within thirty (30) days after receipt.

(C)

Refunds of Asset Taxes. Refunds of Asset Taxes shall be promptly paid as follows (or to the extent payable but not paid due to offset against other Taxes shall be promptly paid (or retained, as appropriate) by the Party receiving the benefit of the offset as follows): (i) to Seller to the extent attributable to periods prior to the Effective Time; and (ii) to Buyer to the extent attributable to periods from and after the Effective Time.

(D)

Other Proceeds and Expenses. Upon and after Closing, subject to and except as otherwise provided herein and except to the extent an adjustment or an accounting with respect thereto has previously been made, (A) all monies, refunds, proceeds, receipts, credits, receivables, accounts and income attributable to the Assets conveyed hereunder (i) for all periods of time from and after the Effective Time shall be the property and

entitlement of Buyer, and, to the extent received by Seller, Seller shall fully disclose and account therefor to Buyer promptly, and (ii) for the period of time prior to the Effective Time shall be the sole property and entitlement of Seller and to the extent received by Buyer, Buyer shall fully disclose and account therefor to Seller promptly and, similarly, (B) all operating expenses and capital expenditures relating to the ownership and operation of the Assets (i) which are attributable to periods prior to the Effective Time shall be the sole responsibility of Seller, and Seller shall promptly pay same, or if paid by Buyer, promptly reimburse Buyer for same and (ii) which are attributable to periods from and after the Effective Time shall be the sole obligation of Buyer and Buyer shall promptly pay same, or if paid by Seller, promptly reimburse Seller for same.

(E)	Cooperation. Each Party covenants and agrees to promptly inform the other with respect to amounts owing under this Section 3.5.

ARTICLE 4

BUYER’S DUE DILIGENCE

4.1 Access. Prior to Closing, Seller shall grant to Buyer and its representatives, employees, consultants, independent contractors, attorneys and other advisors reasonable access during Seller’s normal business hours to (i) the Contracts and the Records, which shall be made available for review in Seller’s offices; and (ii) the Leases and other Assets operated by Seller, provided that Buyer and its representatives shall first execute such boarding agreements as may be reasonably requested by Seller prior to entering the Leases, and, with respect to Leases and other Assets not operated by Seller, Seller shall reasonably cooperate with Buyer, at no cost or expense to Seller, to obtain the operator’s consent to Buyer’s access to such non-operated leases, but Seller cannot assure such access.

4.2 Buyer’s Environmental Assessment. Buyer’s inspection of the Assets may include a Phase I Environmental Assessment and a limited Phase II Environmental Assessment of soil and water sampling and sampling interior building materials of any structure intended for human entry at sites selected by Buyer, subject to obtaining access rights pursuant to Section 4.1. For purposes of this Agreement, a “Phase I Environmental Assessment” means (i) a review of Seller’s and governmental records with respect to the compliance of the Assets with environmental laws, and (ii) subject to access rights pursuant to Section 4.1, a site visit to visually inspect and survey the Assets and obtain data regarding Asset condition through non-invasive or non-destructive means. For purposes of this Agreement, a “Phase II Environmental Assessment” means limited soil and water sampling and sampling interior building materials of any structure intended for human entry at sites selected by Buyer, subject to obtaining access rights pursuant to Section 4.1. Seller shall be provided at least forty-eight (48) hours’ prior notice of any such inspections, and Seller’s representative(s) shall have the right to witness all such inspections. Buyer shall give Seller twenty-four (24) hours notice prior to conducting invasive testing or sampling of any kind. Buyer shall conduct any sampling so as to be minimally invasive with respect to the Assets and so as to not interfere with or damage same. With respect to any samples taken in connection with Buyer’s assessment, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Buyer will, if so

requested by Seller, furnish Seller with a copy of any Phase I and Phase II Environmental Assessments and sampling results for the Assets including, without limitation, all final reports, data, and conclusions. The cost and expense of Buyer’s assessments, if any, shall be borne solely by Buyer.

4.3 Buyer’s Indemnification of Seller. Buyer hereby RELEASES and INDEMNIFIES and SHALL DEFEND AND HOLD HARMLESS Seller and its affiliates and their respective shareholders, officers, directors, employees, agents, representatives, contractors, successors, and assigns from and against any and all claims, demands, causes of action, damages, liabilities, payments, charges, costs, and expenses of any kind or character arising from Buyer’s inspection of the Assets, including, without limitation, claims for personal or bodily injuries to or death of any person or damage to the Assets or the property of any person. THE FOREGOING INDEMNITY INCLUDES, AND THE PARTIES INTEND IT TO INCLUDE, AN INDEMNIFICATION OF THE INDEMNIFIED PARTIES FROM AND AGAINST CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR PART, FROM THE CONDITION OF THE ASSETS OR THE SOLE, JOINT, COMPARATIVE, OR CONCURRENT NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR STRICT LIABILITY OF, ANY OF THE INDEMNIFIED PARTIES.

ARTICLE 5

TITLE MATTERS

5.1 Certain Definitions.

(A)	“Defect Deductible” means an amount equal to two percent (2%) of the Base Purchase Price.

(B)	“Defect Notice Deadline” means 5:00 p.m. Central Time on the day which is the tenth (10th) day prior to the Closing Date.

(C)

“Defensible Title” means, with respect to an Asset, such title to the Asset that, subject to Permitted Encumbrances, (i) entitles Seller to receive not less than the percentage set forth in Exhibit 1.1(A) as Seller’s “Net Revenue Interest” of all Hydrocarbons produced, saved and marketed from the Asset; (ii) obligates Seller to bear not greater than the percentage set forth in Exhibit 1.1(A) as Seller’s “Working Interest” of the costs and expenses relating to the maintenance, development and operation of the Asset (unless there is a corresponding increase in the Net Revenue Interest); and (iii) is free and clear of all liens, claims and encumbrances.

(D)

“Title Benefit” shall mean that (i) Seller’s Net Revenue Interest in any Asset is greater than the Net Revenue Interest with respect to such Asset set forth in Exhibit 1.1(A), or (ii) Seller’s Working Interest in any Asset is less than the Working Interest set forth in Exhibit 1.1(A) for such Asset without a proportionate decrease in Seller’s Net Revenue Interest in such Asset.

(E)

“Title Defect” shall mean any particular defect in or failure of Seller’s ownership of all or any portion of any Asset that causes Seller to not have Defensible Title to all or a portion of such Asset. Notwithstanding any other provision in this Agreement to the contrary, the following shall not be considered Title Defects: (a) defects or irregularities that have been cured or remedied by the passage of time, including, without limitation, applicable statutes of limitation or statutes for prescription; (b) any individual matter having a Title Defect Value of $50,000 or less, net to Seller’s interest; or (c) any failure to record state or federal Leases, or assignments thereof, in county or parish records.

(F)

“Title Defect Value” means, with respect to an Asset, the amount by which the value of such Asset is impaired as a result of the existence of one or more Title Defects. The Title Defect Value with respect to an Asset shall be determined taking into consideration the Allocated Value of the affected Asset, the portion of the Asset affected by such Title Defect, and the legal effect of such Title Defect on the Asset. If such Title Defect is in the nature of a lien, then Seller and Buyer agree that the Title Defect Value shall be equal to the amount required to fully discharge such lien. If the Title Defect results from any matter not described above, the Title Defect Value shall be an amount equal to the difference between the value of the Asset as impaired by such Title Defect and the value of such Asset without such Title Defect (taking into account the Allocated Value of the Asset).

(G)	“Permitted Encumbrance” means:

(i)

Any materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to construction, maintenance, development, production or operation of the Assets, or the production or processing of Hydrocarbons therefrom, that are not delinquent or, if delinquent, are being contested in good faith by appropriate proceedings and are listed on Schedule 5.1(G);

(ii)

To the extent that the net cumulative effect of such contracts and documents, as to a particular Asset, do not operate to reduce the Net Revenue Interest of Seller in such Asset below that specified in Exhibit 1.1(D) or obligate Seller to bear a greater Working Interest in such Asset above that specified in Exhibit 1.1(D); production sales contracts; division orders; contracts for sale, purchase, exchange, refining, processing or fractionating of hydrocarbons; compression agreements; equipment leases; surface leases; unitization and pooling designations, declarations, orders and agreements; processing agreements; plant agreements; pipeline, gathering, and transportation agreements; injection,

repressuring, and recycling agreements; salt water or other disposal agreements; seismic or geophysical permits or agreements; and any and all other agreements which are ordinary and customary in the oil and gas exploration, development, or extraction business, or in the business of processing of gas and gas condensate production for the extraction of products therefrom;

(iii)

Any liens for taxes not yet delinquent or, if delinquent, that are being contested in good faith by appropriate proceedings and are listed on Schedule 5.1(G);

(iv)	Any liens or security interests created by law or reserved in oil, gas and/or mineral leases for royalty, bonus, or rental or for compliance with the terms of any Asset which are not yet delinquent or, if delinquent, that are being contested in good faith by appropriate proceedings;

(v)

Any easements, rights-of-way, servitudes, permits, licenses, surface leases and other rights with respect to surface operations, to the extent such matters do not interfere in any material respect with Seller’s (or, upon Closing, will not interfere in any material respect with Buyer’s) operation of the portion of the Asset burdened thereby;

(vi)

All royalties, overriding royalties, net profits interests, carried interests, reversionary interests and other burdens, to the extent that the net cumulative effect of such burdens, as to a particular Asset, does not operate to reduce the Net Revenue Interest of Seller in such Asset below that specified in Exhibit 1.1(A);

(vii)

Conventional rights of reassignment to third parties not affiliated with Seller arising upon surrender or abandonment of any Asset;

(viii)

all approvals required to be obtained in connection with the transactions contemplated herein from governmental authorities which are customarily obtained post-closing;

(ix)	preferential rights to purchase the Assets and required consents to the transfer of the Assets described on Schedule 10.1(K);

(x)	Rights reserved to or vested in any governmental authority to control or regulate any of the Xxxxx or Units included in the Asset and all applicable laws, rules, regulations and orders of such authorities;

(xi)	Minor defects and irregularities in title and other restrictions that are of the nature customarily accepted by prudent purchasers of oil and gas properties and do not materially affect the value of any

property encumbered thereby or materially impair the ability of the obligor to use any such property in its operations; provided the effect thereof does not operate to reduce the Net Revenue Interest of Seller for any Asset below the Net Revenue Interest set forth in Exhibit 1.1(A) or increase the Working Interest of Seller for any Asset above the Working Interest set forth in Exhibit 1.1(A) for such Asset (unless there is a corresponding increase in the Net Revenue Interest for such Asset); and

(xii)

any matter described with particularity on any schedule or exhibit to this Agreement.

5.2 Notice of Title Defects. If Buyer discovers any Title Defect affecting any of the Assets, Buyer shall notify Seller promptly, but in any event prior to the Defect Notice Deadline, of such alleged Title Defect. To be effective, such notice (“Title Defect Notice”) must (i) be in writing, (ii) be received by Seller prior to the Defect Notice Deadline, (iii) describe the Title Defect in reasonable detail, (iv) identify the specific Asset(s) affected by such Title Defect, and (v) include Buyer’s reasonable estimate of the Title Defect Value. Any matters that may otherwise constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes.

5.3 Remedies for Title Defects. Upon the receipt of a Title Defect Notice from Buyer delivered in accordance with Section 5.2, Seller shall have the option, but not the obligation, to attempt to cure such Title Defect at any time prior to the Closing. The cost of such cure or attempted cure of such Title Defect shall be borne by Seller. If Seller is unable or unwilling to cure the Title Defect before Closing, then Buyer and Seller will have the following rights and remedies with respect to the uncured Title Defect(s):

(A)	Buyer may waive the uncured Title Defect and proceed with Closing without adjustment to the Base Purchase Price.

(B)

If the aggregate Title Defect Values of uncured, unwaived Title Defects together with the aggregate Environmental Defect Values of uncured, unwaived Adverse Environmental Conditions are less than or equal to the Defect Deductible, Seller and Buyer shall proceed with Closing as to all of the Assets without curative action by Seller with respect to such Title Defects and without adjustment to the Base Purchase Price.

(C)

If the aggregate Title Defect Values of uncured, unwaived Title Defects together with the aggregate Environmental Defect Values of uncured, unwaived Adverse Environmental Conditions exceeds the Defect Deductible, then the Base Purchase Price shall be reduced by the amount by which the aggregate Title Defect Values and Environmental Defect Values agreed to by the Parties exceed the Defect Deductible. If the Parties are unable to agree on whether a Title Defect exists or the Title Defect Value attributable thereto, then (i) if the Title Defect Value of an

Asset exceeds the Allocated Value for such Asset, Buyer or Seller may, at such Party’s election, exclude the affected Asset from this transaction and reduce the Base Purchase Price by the Allocated Value of the excluded Asset, without application of the Defect Deductible that might otherwise limit the reduction of the Base Purchase Price associated with a Title Defect; or (ii) either party may refer the dispute to an Independent Expert, as defined hereinafter, for determination, in which case the affected Asset shall be included in the Assets delivered at Closing, and, in the event the Title Defect Value(s), as determined by the Independent Expert, when aggregated with all other Title Defect Values and Environmental Defect Values, exceeds the Defect Deductible, the Base Purchase Price shall be adjusted with respect thereto in the Post-Closing Adjustment Statement.

(D)	The remedies set forth in this Section 5.3 are Buyer’s exclusive remedies for all Title Defects, and Seller shall have no other liability to Buyer with respect to Title Defects.

5.4 Title Benefits. If, prior to the Defect Notice Deadline, Buyer identifies a Title Benefit affecting the Assets, Buyer shall notify Seller of such Title Benefit. Subject to the limitations set out below, Seller shall be entitled to an upward adjustment to the Base Purchase Price with respect to all Title Benefits of which either Party provides (or is required to provide) notice to the other Party (a “Title Benefit Notice”) prior to the Defect Notice Deadline. If the Title Benefit is in the nature of Seller’s Net Revenue Interest in an Asset being greater than the Net Revenue Interest set forth on Exhibit 1.1(A) and the Working Interest is also proportionately increased, then Buyer and Seller agree that, subject to the limitation set out below, the Base Purchase Price shall be increased by an amount (the “Title Benefit Amount”) equal to the Allocated Value for the relevant Asset multiplied by a fraction, the numerator of which is the amount of the increase in such Net Revenue Interest as a result of such Title Benefit and the denominator of which is the Net Revenue Interest specified for such Asset on Exhibit 1.1(A). No adjustment shall be made with respect to any Title Benefit unless the Title Benefit Amount attributable thereto exceeds $50,000. If with respect to a timely asserted Title Benefit the Parties have not agreed on the validity of the Title Benefit or the Title Benefit Amount attributable thereto on or before Closing, either Party shall have the right to elect by written notice to the other Party to have the validity of the Title Benefit and/or the Title Benefit Amount determined by an Independent Expert pursuant to Article 7.

ARTICLE 6

ENVIRONMENTAL ASSESSMENT

6.1 Certain Definitions.

(A)

“Adverse Environmental Condition” means, with respect to any Asset, the failure of the Asset to be in compliance with applicable Environmental Laws; provided, however, that no individual matter shall be deemed to be or constitute an Adverse Environmental Condition unless the Environmental Defect Value for such matter exceeds $50,000, net to Seller’s interest in the Asset.

(B)

The term “cure” or “curative” means, with respect to any Adverse Environmental Condition, the undertaking and completion of those actions and activities necessary to remediate such Adverse Environmental Condition to the degree necessary such that such Adverse Environmental Condition no longer constitutes an Adverse Environmental Condition.

(C)

“Environmental Defect Value” means, with respect to any Adverse Environmental Condition, the reasonably estimated costs and expenses to cure such Adverse Environmental Condition utilizing reasonably cost-effective remedies that are consistent with and in compliance with Environmental Laws (hereinafter defined), taking into account that non-permanent remedies (such as mechanisms to contain or stabilize hazardous materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls or other appropriate restrictions on the use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the most cost-effective manner reasonably available

(D)

“Environmental Laws” means any statute, law, ordinance, rule, regulation, code, order, judicial writ, injunction, notice to lessees or decree issued by any federal, state, or local governmental authority in effect as of the Effective Time relating to the control of any pollutant or protection of the air, water, land, or environment or the release or disposal of hazardous materials, hazardous substances or waste materials.

6.2 Notice of Adverse Environmental Conditions. Prior to the Defect Notice Deadline, Buyer shall notify Seller in writing of any Adverse Environmental Conditions identified by Buyer with respect to the Assets. Such notice shall describe in reasonable detail the Adverse Environmental Condition, include all data and information in Buyer’s possession or control bearing thereon, and include the estimated Environmental Defect Value attributable thereto. Any matters that may otherwise constitute Adverse Environmental Conditions, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes under this Agreement. Buyer shall disclose any such Adverse Environmental Condition only to Seller and shall maintain the existence of such Adverse Environmental Condition in confidence, unless it is required to report same to any applicable agency or authority in accordance with an applicable Environmental Law.

6.3 Remedies for Adverse Environmental Conditions. Upon the receipt of a notice of Adverse Environmental Condition from Buyer delivered in accordance with Section 6.2, Seller shall have the option, but not the obligation, to attempt to cure such Adverse Environmental Condition at any time prior to the Closing. The cost of such cure or attempted cure of such Adverse Environmental Condition shall be borne by Seller. If Seller is unable or unwilling to cure the Adverse Environmental Condition before Closing, then Buyer and Seller will have the following rights and remedies with respect to the uncured Adverse Environmental Condition(s):

(A)	Buyer may waive the uncured Adverse Environmental Condition and proceed with Closing without adjustment to the Base Purchase Price.

(B)

If the aggregate Environmental Defect Values of uncured, unwaived Adverse Environmental Conditions together with the aggregate Title Defect Values of uncured, unwaived Title Defects are less than or equal to the Defect Deductible, the Parties will be obligated to proceed with Closing without curative action by Seller with respect to such Adverse Environmental Conditions and without adjustment to the Base Purchase Price.

(C)

If the aggregate Environmental Defect Values of uncured, unwaived Adverse Environmental Conditions together with the aggregate Title Defect Values of uncured, unwaived Title Defects exceeds the Defect Deductible, then the Base Purchase Price shall be reduced by the amount by which the aggregate Environmental Defect Values and Title Defect Values agreed to by the Parties exceeds the Defect Deductible. If the Parties are unable to agree on whether an Adverse Environmental Condition exists or the Environmental Defect Value attributable thereto, then (i) if the Environmental Defect Value of an Asset exceeds the Allocated Value for such Asset, Buyer or Seller may, at such Party’s election, exclude the Asset affected thereby from this transaction and reduce the Base Purchase Price by the Allocated Value of the excluded Asset, without application of the Defect Deductible that might otherwise limit the reduction of the Base Purchase Price associated with an Environmental Defect; or (ii) either Party may refer the dispute to an Independent Expert, for determination, in which case the affected Asset shall be included in the Assets delivered at Closing, and, in the event the Environmental Defect Value(s), as determined by the Independent Expert, when aggregated with all other Environmental Defect Values and Title Defect Values, exceeds the Defect Deductible, the Base Purchase Price shall be adjusted with respect thereto post-Closing.

(D)	The remedies set forth in this Section 6.3 are the sole and exclusive remedies of Buyer with respect to any adverse environmental condition attributable to the Assets.

ARTICLE 7

INDEPENDENT EXPERT.

7.1 Independent Expert. Each party shall have the right to submit disputes regarding the matters covered by Article 5, Article 6 (including the nature or calculation of Title Defects, Title Benefits and Environmental Defects), Article 8, or the pre-Closing Date representations in Sections 10.1(P) and (Q) to an independent expert appointed in accordance with this Section 7.1 (each, an “Independent Expert”), who shall serve as sole arbitrator of such dispute. An Independent Expert shall be appointed by mutual agreement of Seller and Buyer from among candidates with experience and expertise in the area that is the subject of such dispute, and failing such agreement, such Independent Expert for such dispute shall be selected in accordance with the Rules (as hereinafter defined). The cost of any such Independent Expert will be borne one-half by Seller and one-half by Buyer. For any dispute resolution proceeding under this

Section 7.1, Seller and Buyer will present a written statement of their respective positions on the dispute to the Independent Expert as soon as practicable after, but in any event within thirty (30) days after, the Independent Expert is selected. As soon as practicable after, but in any event within thirty (30) days after, receipt of such statements, the Independent Expert will make a determination of all points of disagreement in accordance with the terms and conditions of this Agreement. The decision and determination of the value of the Title Defect, Title Benefit or Environmental Defect, as applicable, made by the Independent Expert shall be binding upon the Parties as an award under the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by either Party as a final judgment of such court.

ARTICLE 8

CASUALTY LOSS

8.1 Casualty Losses and Government Takings. If, prior to Closing, all or part of an Asset is damaged or destroyed by an act of God, terrorist action, fire, explosion, earthquake, wind storm, hurricane, tornado, tidal surge, flood, drought, condemnation, or other accident (a “Casualty Loss”), or is taken in condemnation or under the right of eminent domain, or if proceedings for such purposes shall be pending or threatened (a “Government Taking”), Seller shall promptly notify Buyer in writing of the nature and extent of the Casualty Loss or Government Taking and Seller’s estimate of the cost required to repair or replace that portion of the Assets affected by the Casualty Loss or value of the Asset taken by the Government Taking. Notwithstanding the foregoing, no individual matter described above shall be deemed to be or constitute a Casualty Loss or a Government Taking unless the estimate of the cost required to repair or replace that portion of the Asset affected by the Casualty Loss or value of the Asset taken by the Government Taking exceeds $50,000, net to Seller’s interest therein. No Casualty Loss or Government Taking will be considered a Title Defect. As used herein, a Casualty Loss does not include depletion due to normal production or depreciation or failure of equipment or casing under normal operating conditions.

8.2 Remedies for Casualty Losses and Government Takings. The Base Purchase Price shall be adjusted downward by the greater of the mutually agreed (i) amount by which the value of the affected Assets has been diminished as a result of Casualty Loss or Government Taking, or (ii) amount necessary to repair or replace the damaged, destroyed or taken Asset, in each case as such amount is determined by mutual agreement of the Parties (the “Casualty Loss Amount”). Seller shall retain (i) all insurance proceeds payable to Seller with respect to any such Casualty Loss; (ii) all sums paid to Seller by third parties by reason of any such Casualty Loss; (iii) all compensation paid with respect to any such Government Taking; and (iv) all other right, title and interest of Seller in and to any unpaid awards or other payments from third parties arising out of the damage, destruction or taking of such Assets. If the Parties are unable to agree upon the Casualty Loss Amount or the existence of a Casualty Loss, then either Party may refer the determination of the existence of a Casualty Loss and/or the amount of the Casualty Loss Amount to an Independent Expert pursuant to Section 7.1.

8.3 Change in Condition. Except for Casualty Losses and Governmental Takings, Buyer shall assume all risk and loss with respect to, and any change in the condition of the Assets from and after the Effective Time, including normal depletion, the watering-out, casing

collapse or sand infiltration of any well, the depreciation of personal property through ordinary wear and tear, and changes arising from operations conducted by Seller pursuant to Section 12.1 in the absence of gross negligence on the part of Seller. None of such events or conditions occurring after the Effective Time will be considered a Casualty Loss, nor will they be cause for any reduction in the Base Purchase Price, or give rise to any right to terminate this Agreement.

ARTICLE 9

PREFERENTIAL RIGHTS AND CONSENTS

9.1 Consents. Promptly after the Parties’ execution of this Agreement, Seller shall commence, and Buyer and Seller shall thereafter exercise, commercially reasonable efforts to obtain all such permissions, approvals and consents from third parties (other than governmental consents customarily obtained post-closing) which may be required in connection with the transfer of any of the Assets to Buyer at Closing. The Parties hereby acknowledge that “commercially reasonable efforts” shall not include any obligation to expend any money or other consideration in exchange for any consent or approval. In the event any consent is not obtained prior to the date on which Closing is scheduled to occur, then either Buyer or Seller may, upon written notice to the other Party, extend the Closing for up to thirty (30) days in an effort to obtain such required consent. In the event such required consent has not been obtained prior to the extended Closing Date then, unless waived by both Parties, the affected Asset shall be excluded from the Assets delivered at Closing and the Base Purchase Price shall be adjusted by the Allocated Value of such Asset (it being understood that, in the event the affected Asset has a negative Allocated Value, the exclusion thereof may result in an increase in the Base Purchase Price).

9.2 Preferential Rights.

(A)

With respect to preferential rights of third parties to purchase all or any portion of the Assets (“Preferential Rights”), Seller agrees that promptly after the Parties’ execution of this Agreement, it will request a waiver of Preferential Rights from each holder thereof identified by Seller (which request shall be subject to Buyer’s prior review).

(B)

If the holder of a Preferential Right exercises such right, (i) Seller shall tender to such party the required interest in the affected Asset at a price equal to the Allocated Value thereof, (ii) such interest in the Asset will be deemed an Excluded Asset and shall be excluded from the transaction contemplated hereby, and (iii) the Base Purchase Price will be adjusted downward by the Allocated Value of such Asset.

(C)

If for any reason, other than Seller’s breach, the sale of an Asset covered by an exercised Preferential Right is not consummated with the holder of the Preferential Right, Seller shall so notify Buyer promptly, but no later than sixty (60) days after the Closing Date, and within ten (10) business days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer, and Buyer shall purchase and accept from Seller, such

Asset pursuant to the terms of this Agreement and for the Allocated Value thereof.

(D)

If, on the date on which the Closing is scheduled to occur, the holder of a Preferential Right has not indicated whether or not it will exercise such Preferential Right and the time period within which the holder of the Preferential Right must exercise its right has not expired, then the Closing date shall be deferred until five (5) business days after the time period to exercise such Preferential Right has elapsed without being exercised.

ARTICLE 10

REPRESENTATIONS AND WARRANTIES OF SELLER

10.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:

(A)	Status. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to carry on its business in the States of Texas and Louisiana.

(B)

Authority. Subject to the approval by the Board of directors of Seller’s Parent: (i) Seller owns the Assets and has the requisite power and authority to enter into this Agreement, to carry on its business as presently conducted, to carry out the transactions contemplated hereby, to transfer the Assets in the manner contemplated by this Agreement and the applicable conveyance documents, and to undertake all of the obligations of Seller set forth in this Agreement; and (ii) the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite action on Seller’s part.

(C)

Validity of Obligations. The execution, delivery and performance of this Agreement and any documents delivered by Seller at Closing, and the performance of the transactions contemplated by this Agreement and any documents delivered by Seller at Closing, will not in any respect violate, nor be in conflict with or constitute a default under (or an event that with the lapse of time or notice, or both would constitute a default), other than non-material defaults that would not impair Seller's ability to consummate the transactions contemplated herein, any provision of Seller’s charter, by-laws or other governing documents, or any agreement or instrument to which Seller is a party or is bound, or any judgment, decree, order, statute, law, rule, notice to lessees, or regulation applicable to Seller (subject to governmental consents and approvals customarily obtained after the Closing). This Agreement constitutes legal, valid and binding obligations of Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general application with respect to creditors, general principles of equity, and the

power of a court to deny enforcement of remedies generally based upon public policy.

(D)

Brokers. No broker or finder is entitled to any brokerage or finder’s fee, or to any commission, based in any way on agreements, arrangements or understandings made by or on behalf of Seller or any affiliate or Seller for which Buyer has or will have any liabilities or obligations (contingent or otherwise).

(E)	Bankruptcy. There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the knowledge of Seller, threatened against Seller.

(F)

Suits. There is no suit, action, or administrative or arbitration proceeding brought by any person or entity or by any administrative agency or governmental authority pending or, to Seller’s knowledge, threatened against Seller or the Assets that has materially adversely affected or will materially adversely affect Seller’s ability to consummate the transactions contemplated herein or materially adversely affect the title to or value of the Assets.

(G)	Royalties. To Seller’s knowledge, all rentals, royalties and other payments due under the Leases during Seller’s ownership thereof have been paid in accordance with the terms of the applicable Lease, except those amounts, if any, held in suspense.

(H)

Taxes. To Seller’s knowledge, except as set forth on Schedule 10.1(H), all ad valorem, property, production, severance, excise and similar taxes and assessments based on or measured by Seller’s ownership of the Assets or the production of Hydrocarbons or the receipt of proceeds therefrom that have become due and payable have been paid in all material respects.

(I)	Suspended Funds. Except as set forth in Schedule 10.1(I), there are no proceeds from production attributable to the Assets which are being held in suspense as of the Effective Time.

(J)

Compliance with Laws and Regulations. To Seller’s knowledge, Seller’s ownership and, where applicable, operation of the Assets has been in material compliance with all applicable governmental rules, orders, regulations, notice to lessees, and laws (including Environmental Laws). Except to the extent disclosed on Schedule 10.1(J), there are no outstanding unresolved incidents of material non-compliance pertaining to the Assets, and there are no active, pending written claims known to or received by Seller from a third party relating to the Assets seeking monetary relief, injunctive relief, or remediation from Seller arising from Seller’s ownership or operation of the Assets or alleging a violation of regulation or Environmental Laws, or the unlawful disposal, discharge or

release of any hazardous substance. Further, to Seller’s knowledge, all permits necessary for such ownership and, operation have been obtained, except where the failure to obtain any such permit would not, individually or in the aggregate, have a material adverse effect.

(K)

Preferential Rights and Consents to Assign. Except as set forth in Schedule 10.1(K), the transactions contemplated by this Agreement are not subject to any Preferential Rights to purchase or any material consents to assign (other than governmental consents customarily obtained subsequent to Closing).

(L)	No Reservations. There are no reservations of or by Seller or its affiliates which affect the Assets other than those that are specifically identified on an Exhibit or Schedule to this Agreement.

(M)

Authorities for Expenditure. Except as set forth on Schedule 10.1(M), there exist no outstanding authorities for expenditure that (a) require the additional drilling of xxxxx or other material development obligations in order to earn or continue to hold all or any portion of the Leases or (b) obligate Seller to make payments of any single expenditure amounts exceeding $200,000 (net to Seller) in connection with additional drilling of xxxxx or other capital expenditures affecting the Leases.

(N)

Take-or Pay. To Seller’s knowledge, except as disclosed on Schedule 10.1(N), with regard to the Assets, Seller is not obligated beyond Closing by virtue of (a) a prepayment arrangement under any contract (to which Seller or its affiliates are a party) for the sale of Hydrocarbons or (b) any arrangement to deliver Seller’s Hydrocarbons produced from the Leases at some future time without receiving full payment therefore.

(O)	Material Contracts. Exhibit 1.1(G) sets forth all Contracts of the type described below (collectively, the “Material Contracts”) affecting the Assets:

(i)

any Contract that can reasonably be expected to result in aggregate payments by Seller or its successor of more than Five Hundred Thousand Dollars ($500,000) during the current or any subsequent fiscal year (based solely on the terms thereof and without regard to any expected increase in volumes or revenues);

(ii)

any Contract that can reasonably be expected to result in aggregate revenues to Seller or its successor of more than Five Hundred Dollars ($500,000) during the current or any subsequent fiscal year (based solely on the terms thereof and without regard to any expected increase in volumes or revenues);

(iii)

any Hydrocarbon purchase and sale, transportation, processing or similar Contract that is not terminable without penalty on sixty (60) days or less notice;

(iv)	any indenture, mortgage, loan, credit or sale-leaseback or similar contract that can reasonably be expected to result in aggregate payments by Seller or its successor of more than One Hundred Thousand Dollars ($100,000) during the current or any subsequent fiscal year;

(v)

any Contract that constitutes a lease under which Seller is the lessor or the lessee of real or personal property which lease (A) cannot be terminated by Seller or its successor without penalty upon sixty (60) days or less notice or (B) involves an annual base rental of more than Two Hundred Fifty Thousand Dollars ($250,000);

(vi)	any farmout, exploration or participation agreement, production handling agreement, operating agreement, area of mutual interest agreement or similar contracts or agreements entered into by Seller or its predecessor that will burden the or affect the Assets after Closing;

(vii)

any Contract that can reasonably be expected under existing circumstances to result in Seller’s or its successor’s responsibility for liabilities or obligations pertaining to the Assets in an amount greater than Five Hundred Thousand Dollars ($500,000.00); and

(viii)

any Contract with any affiliate of Seller that will not be terminated prior to Closing.

To Seller’s knowledge, there exist no material defaults under the Material Contracts by Seller or, any other person that is a party to such Material Contracts, and no event has occurred that with notice or lapse of time or both would constitute any material default under any such Contract by Seller or any other person who is a party to such Material Contract. Prior to the execution of this Agreement, Seller has made available to Buyer true and correct copies of each Material Contract and all amendments thereto.

(P)

Wellbore Condition. With respect to a Well in which there are reserves indicated for a PDSI or PDBP reserve category, in the virtual data room materials provided to Buyer prior to the date of this Agreement the wellbore of such Well does not contain an obstruction or casing flaw that will be an impediment to Buyer’s production of the reserves indicated for such Well upon Closing.

(Q)

Personal Property and Fixture Condition. Except as set forth in Schedule 10.1(Q), all personal property, fixtures, platforms, caissons and equipment constituting a part of the Assets are in a state of repair so as to be adequate for normal operations, and with respect to a Well in which there are reserves indicated for a PDSI, PDBP or PUD reserve category in the virtual data room materials provided to Buyer prior to the date of this Agreement, for operations necessary to produce the reserves indicated for such Well, unless capital cost for the installation, construction, repair or procurement of such personal property, fixtures, platforms, caissons and equipment is included in the electronic database regarding the Assets provided by Seller to Buyer.

(R)	Imbalances. Schedule 3.4 sets forth all material Imbalances associated with the Assets as of the Effective Time

(S)	Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

10.2 Scope of Representations of Seller.

(A)

Information About the Assets. Except as expressly set forth in Section 10.1 and the other provisions of this Agreement or in the Conveyance (hereinafter defined), Seller disclaims all liability and responsibility for any representation, warranty, statements or communications (orally or in writing) to Buyer, including any information contained in any opinion, information or advice that may have been provided to Buyer by any employee, officer, director, agent, consultant, engineer or engineering firm, trustee, representative, investment banker, financial advisor, partner, member, beneficiary, stock holder or contractor of Seller whenever and however made, including those made in any data room or internet site and any supplements or amendments thereto or during any negotiations with respect to this Agreement or any confidentiality agreement previously executed by the Parties with respect to the Assets. FURTHER, EXCEPT AS SET FORTH IN SECTION 10.1 OF THIS AGREEMENT OR IN THE CONVEYANCE, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE ASSETS OR OTHERWISE CONSTITUTING A PORTION OF THE ASSETS; (ii) THE PRESENCE, QUALITY AND QUANTITY OF OIL AND GAS RESERVES (IF ANY) ATTRIBUTABLE TO THE ASSETS, INCLUDING WITHOUT LIMITATION, SEISMIC DATA AND SELLER’S INTERPRETATION AND OTHER ANALYSIS THEREOF; (iii) THE ABILITY OF THE ASSETS TO PRODUCE OIL AND GAS, INCLUDING WITHOUT LIMITATION PRODUCTION RATES, DECLINE RATES AND

RECOMPLETION OPPORTUNITIES; (iv) ALLOWABLES, OR OTHER REGULATORY MATTERS; (v) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS OR PROFITS, IF ANY, TO BE DERIVED FROM THE ASSETS; (vi) THE ENVIRONMENTAL CONDITION OF THE ASSETS; (vii) THE PLUGGING AND ABANDONMENT AND DECOMMISSIONING LIABILITIES ASSOCIATED WITH THE ASSETS; (viii) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR; (ix) THE TAX ATTRIBUTES OF ANY ASSET; AND (x) ANY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO BUYER BY SELLER OR OTHERWISE CONSTITUTING A PORTION OF THE ASSETS. ANY DATA, INFORMATION OR OTHER RECORDS FURNISHED BY SELLER ARE PROVIDED TO BUYER AS A CONVENIENCE AND BUYER’S RELIANCE ON OR USE OF THE SAME IS AT BUYER’S SOLE RISK.

(B)

Independent Investigation. Buyer has, or by Closing will have, made its own independent investigation, analysis and evaluation of the transactions contemplated by this Agreement (including Buyer’s own estimate and appraisal of the extent and value of Seller’s oil and gas reserves attributable to the Assets and an independent assessment and appraisal of the environmental risks and liabilities associated with the acquisition of the Assets). Buyer has had, or will have prior to Closing, access to perform its investigation and has not relied on any representations by Seller other than those expressly set forth in this Agreement or in the Conveyance.

(C)

SALE “AS IS, WHERE IS”. Except for the Seller’s express representations and warranties in Section 10.1 and the special warranty of title in the Conveyance, the Assets are to be sold AS IS AND WHERE IS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE. PRIOR TO CLOSING, BUYER SHALL HAVE INSPECTED THE ASSETS AND UPON CLOSING WILL ACCEPT THE ASSETS “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR.

(D)

Waiver of Deceptive Trade Practices Acts. BUYER WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES ACT SECTION 17.41 et seq., TEXAS BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS, AND UNDER SIMILAR STATUTES ADOPTED IN OTHER STATES, TO THE EXTENT THEY HAVE APPLICABILITY TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. AFTER

CONSULTATION WITH AN ATTORNEY OF ITS SELECTION, BUYER CONSENTS TO THIS WAIVER.

(E)	Disclaimers as to Physical Condition of the Assets.

(i)

Subject in all respects to Article 6, Section 10.1 and Section 20.3, (i) the Assets have been used for oil and gas drilling and production operations and possibly for the storage and disposal of waste materials or hazardous substances related to oil field operations, and physical changes in or under the Assets or adjacent lands may have occurred as a result of such uses; (ii) the Assets also may contain buried pipelines and other equipment, whether or not of a similar nature, the locations of which may not be known by Seller or be readily apparent by a physical inspection of the Assets; (iii) Seller does not make any representation or warranty regarding the condition of the Assets nor the effect any such use has had on the physical condition of the Assets; (iv) Buyer shall assume the risk that the Assets may contain wastes or contaminants and that adverse physical conditions, including the presence of waste or contaminants, may not have been revealed by Buyer’s investigation; and (v) upon Closing, Buyer shall assume all responsibility and liability related to or arising from the environmental condition of the Assets, including, without limitation, the disposal, spill or release of wastes or contamination on, in, under or from the Assets, regardless of whether such conditions arose before or after the Effective Time.

(ii)

In addition, Buyer acknowledges that some oil field production equipment located on the Assets may contain asbestos and other man made material fibers (collectively, “MMMF”) and/or naturally occurring radioactive material (“NORM”). In this regard, Buyer expressly understands that NORM may affix or attach itself to the inside of xxxxx, materials and equipment as scale or in other forms, and that xxxxx, materials and equipment located on the Assets described herein may contain NORM and that NORM-containing materials may be buried or have been otherwise disposed of on the Leases. Buyer also expressly understands that special procedures may be required for the removal and disposal of MMMF and NORM from the Leases where they may be found, and that Buyer assumes all liability when such activities are performed.

ARTICLE 11

REPRESENTATIONS AND WARRANTIES OF BUYER

11.1 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date as follows:

(A)	Status of Incorporation or Organization. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to carry on its business in the States of Texas and Louisiana.

(B)

Authority. Buyer has the power and authority to carry on its business as presently conducted, to enter into this Agreement, to carry out the transactions contemplated hereby and to undertake all of the obligations of Buyer set forth in this Agreement. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite action on Buyer’s part.

(C)

Validity of Obligations. The execution, delivery and performance of this Agreement and any documents delivered by Buyer at Closing, and the performance of the transactions contemplated by this Agreement and any documents delivered by Buyer at Closing, will not in any respect violate, nor be in conflict with, any provision of Buyer’s operating agreement, by-laws or other governing documents, or any agreement or instrument to which Buyer is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to Buyer (subject to governmental consents and approvals customarily obtained after the Closing). This Agreement constitutes legal, valid and binding obligations of Buyer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general application with respect to creditors, general principles of equity, and the power of a court to deny enforcement of remedies generally based upon public policy.

(D)

Qualification and Bonding. Buyer is qualified and shall hereafter continue to be qualified to own and operate federal oil, gas and mineral leases and rights-of-way in the federal waters in the Gulf of Mexico, and the consummation of the transactions contemplated by this Agreement will not cause Buyer to be disqualified as such an owner or operator. Buyer acknowledges that none of the bonds and guarantees, if any, posted by Seller or its affiliates with the BOEMRE or other governmental entities and relating to the Assets are transferable to Buyer.

(E)

Securities. Buyer intends to acquire the Assets for its own benefit and account and is not acquiring said Assets with the intent of distributing fractional undivided interests thereof such as would be subject to regulation by federal or state securities laws, and if, in the future, it should sell, transfer or otherwise dispose of said Assets or fractional undivided interests therein, it will do so in compliance with any applicable federal and state securities laws.

(F)	Evaluation. Buyer represents that by reason of Buyer’s knowledge and experience in the evaluation, acquisition and operation of oil and gas

properties, Buyer has evaluated the merits and risks of purchasing the Assets from Seller and has formed an opinion based solely upon Buyer’s knowledge and experience and upon the representations and warranties of Seller set forth in this Agreement.

(G)	Financing. At Closing, Buyer or an assignee of Buyer permitted under Section 22.8 will have (or Buyer’s Parent shall have furnished to Buyer or such assignee) sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the Purchase Price to Seller.

(H)

Broker’s Fees. Buyer has incurred no obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the matters provided for in this Agreement, and, if any such obligation or liability exists, it shall remain an obligation of Buyer, and Seller shall have no responsibility therefor.

(I)	No Knowledge of Seller’s Breach. As of the date of this Agreement, Buyer has no knowledge of any breach by Seller of any representation or warranty of Seller, or of any other fact, event, condition or circumstance that would excuse Buyer from the timely performance of its obligations hereunder.

ARTICLE 12

INTERIM OPERATIONS

12.1 Interim Operations. With respect to operations of the Assets during the period between the execution of this Agreement and the Closing Date (the “Interim Period”), Seller covenants that it shall (i) to the extent within the control of Seller, cause the Assets to be maintained and operated in the ordinary course, consistent with past practices; (ii) provide notice of any AFE copies received by Seller for any operations involving Seller commitments of less than $100,000, net to Seller’s interest; (iii) obtain Buyer’s prior written approval prior to consenting to (A) any workover designed to change the existing completion interval with respect to any Well, and (B) any future expenditures and proposed contracts and agreements relating to the Assets that involve individual commitments of $100,000 or more, net to Seller’s interest; (iv) obtain Buyer’s prior written approval prior to, by action or inaction, going non-consent on any proposal made pursuant to any joint operating or similar agreement affecting the Assets; and (v) obtain Buyer’s written approval before voting under any operating, unit, joint venture, or similar agreement; provided, however, that Buyer will not unreasonably withhold or delay a determination on any such approval under (iii), (iv) or (v) above. Furthermore, during the Interim Period, Seller will not, without the prior written consent of Buyer, (a) enter into any agreement or arrangement transferring, selling, or encumbering any of the Assets, other than sales of current production or products in the ordinary course of business and dispositions in the ordinary course of business of any item of personal property or equipment having a value of less than $50,000 and that is promptly replaced with similar property or equipment of equal or greater value and utility; (b) grant any Preferential Right or other similar right to purchase any Assets; or (c) enter into, terminate or amend any Material Contract relating to the Assets, including entering

into any new production sales contract extending beyond the Closing Date and not terminable on sixty (60) days’ notice or less; or (d) commit to do any of the foregoing. Notwithstanding the forgoing, in the face of serious risk to life, property, or the environment, Seller may take, or consent to, such action as a prudent operator, or non-operator, as the case may be, would take without obtaining Buyer’s prior consent. Seller shall notify Buyer of any emergency action taken, and to the extent reasonably practicable, obtain Buyer’s prior approval of such actions. However, except for emergency action that must be taken in the face of serious risk to life, property, or the environment, Seller has no obligation to undertake any actions with respect to the Assets that are not required in the course of the normal operation of the Assets. To the extent that Seller is not the operator of any portion of the Assets, the obligations of Seller in Section 12.1 concerning operations or activities that normally, or pursuant to existing contracts are carried out or performed by the operator, shall be construed to require only that Seller use all reasonable efforts (without being obligated to incur any expense or institute any cause of action) to cause the operator of such portion of the Assets to take such actions or render such performance within the constraints of the applicable operating or other agreements.

12.2 Disposal Barge and Equipment. Prior to Closing, Seller, at its cost and expense, shall remove and dispose of the Disposal Barge and Equipment, using a contractor or contractors licensed to handle and dispose of material containing NORM.

ARTICLE 13

CONDITIONS PRECEDENT TO CLOSING OBLIGATIONS OF BUYER

The Buyer’s obligations to proceed to Closing are, at Buyer’s election, subject to the fulfillment, prior to or at the Closing, of each of the following conditions:

13.1 No Litigation. As of the date of Closing, no suit, action or other proceeding shall be pending before any court or governmental agency that seeks to prevent the consummation of the transactions contemplated by this Agreement.

13.2 Representations and Warranties; Covenants. All representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing as if such representations and warranties were made as of the Closing Date (except for those representations or warranties that are expressly made only as of another specific date, which representations and warranties shall be true in all material respects as of such other date) and Seller shall have performed and satisfied in all material respects all covenants and fulfilled all conditions required by this Agreement to be performed and satisfied by Seller at or prior to the Closing.

13.3 Aggregate Adjustments Base to Purchase Price. The aggregate downward adjustment to the Base Purchase Price on account of Title Defects, Adverse Environmental Conditions, Casualty Loss, and the exercise of Preferential Rights does not exceed twenty-five percent (25%) of the Base Purchase Price.

ARTICLE 14

CONDITIONS PRECEDENT TO CLOSING OBLIGATIONS OF SELLER

The Seller’s obligations to proceed to Closing are, at Seller’s election, subject to the fulfillment, prior to or at the Closing, of each of the following conditions:

14.1 No Litigation. As of the date of Closing, no suit, action or other proceeding shall be pending before any court or governmental agency which attempts to prevent the occurrence of the transactions contemplated by this Agreement.

14.2 Representations and Warranties; Covenants. All representations and warranties of Buyer contained in this Agreement shall be true in all material respects as of the Closing as if such representations and warranties were made as of the Closing Date (except for those representations or warranties that are expressly made only as of another specific date, which representations and warranties shall be true in all material respects as of such other date), and Buyer shall have performed and satisfied in all material respects all covenants and fulfilled all conditions required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing.

14.3 Aggregate Adjustments Base to Purchase Price. The aggregate downward adjustment to the Base Purchase Price on account of Title Defects, Adverse Environmental Conditions, Casualty Loss, and the exercise of Preferential Rights does not exceed twenty-five percent (25%) of the Base Purchase Price.

14.4 Buyer’s Qualification and Bonding. Buyer shall have delivered to Seller documentation reasonably satisfactory to Seller (i) evidencing that Buyer is qualified to own and operate leases and rights-of-way on the Outer Continental Shelf; (ii) evidencing that Buyer has obtained or posted all such bonds or other security as may be required by each regulatory authority having jurisdiction over the Assets, including, without limitation, the BOEMRE, in order to own and operate the Assets, and (iii) if required under Section 20.1(E), the Chevron Letter of Credit.

ARTICLE 15

CLOSING

15.1 Closing. The consummation of the sale and purchase of the Assets (“Closing”) shall be held at 10:00 a.m. Central Time on May 31, 2011, or such other date mutually agreed to in writing by the Parties. The date on which Closing actually occurs is referred to herein as the “Closing Date.” The Closing will take place at the offices of Seller at 00000 Xxxxxxxxxx 00 Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000, or at such other location to which the parties may mutually agree.

15.2 Deliveries by Seller. At Closing, Seller shall deliver to Buyer:

(A)	An executed and acknowledged Assignment, Xxxx of Sale and Conveyance, substantially in the form attached hereto as Exhibit 15.2(A) (the “Conveyance”), in sufficient counterparts to facilitate recording, effecting the sale, transfer, conveyance and assignment to Buyer of the Assets.

(B)	Seller’s executed Certificate of Non-Foreign Status, substantially in the form attached hereto as Exhibit 15.2(B).

(C)

Executed assignments of record title ownership or operating rights with respect to the Leases, as applicable, on appropriate U.S. Bureau of Ocean Energy Management, Regulation and Enforcement (“BOEMRE”) forms and such additional documentation as Buyer may reasonably request for purposes of filing in the applicable counties.

(D)	Letters in lieu executed by Seller with respect to all of the Assets.

(E)	Subject to the provisions of Section 18.3 below, change of operator forms executed by Seller designating Buyer to succeed Seller as operator of the Seller operated Assets.

(F)

An executed Transition Services Agreement (the “Transition Services Agreement”) in form and substance reasonably acceptable to Seller and Buyer pursuant to which Seller agrees to provide services related to the operation of the Assets at the request of Buyer, to the extent Seller has the capability of performing such services, including, but not limited to, accounting, information technology, operational, regulatory compliance, human resources services and other support after Closing upon the payment terms and for the Transition Period, all as more particularly described therein.

15.3 Deliveries by Buyer. At Closing, Buyer shall deliver to Seller:

(A)	An amount equal to the Purchase Price, as set forth in the Closing Adjustment Statement, less the Deposit, by wire transfer of immediately available funds to an account designated in writing by Seller.

(B)

Duplicate executed originals of all applicable governmental forms required of Buyer by the BOEMRE and other governmental entities with jurisdiction over the Assets in connection with the transfer of the Assets and, if applicable, the operation thereof, including, without limitation, any designation of operator, designation of applicant and oil spill financial responsibility forms.

(C)

Evidence, reasonably acceptable to Seller, that Buyer has obtained all bonds required by any regulatory agency having jurisdiction, including but not limited to the BOEMRE, in order to be recognized as the owner, and where applicable, the operator, of the Assets upon appropriate filings with such regulatory agencies.

(D)	Certificates of insurance evidencing that Buyer has obtained the insurance coverages required under Section 17.3 below.

(E)	An executed Transition Services Agreement.

ARTICLE 16

TERMINATION

16.1 Termination. This Agreement and the transactions contemplated herein may be terminated:

(A)	At any time by mutual consent of the Parties, in which event the Deposit shall be returned to Buyer.

(B)

By either Party if the Closing shall not have occurred by June 1, 2011; provided that the Party desiring to terminate is not in breach in any material respect of this Agreement. In the event that this Agreement is terminated pursuant to this Section 16.1(B), the Deposit shall be returned to Buyer provided that Buyer is not in material breach of this Agreement.

(C)	By Buyer if, on the Closing Date, any of the conditions set forth in Article 13 hereof shall not have been satisfied or waived, in which event the Deposit shall be returned to Buyer.

(D)

By Seller if, on the Closing Date, Buyer’s conditions to Closing set forth in Article 13 have been satisfied but Buyer fails or refuses to close, in which event the Deposit shall be retained by Seller; provided that Seller is not in material breach of this Agreement, otherwise the Deposit shall be returned to Buyer.

(E)

By Seller if, on the Closing Date, any of the conditions set forth in Article 14 hereof shall not have been satisfied or waived, in which event the Deposit shall be retained by Seller if the termination results from the failure of the conditions precedent set forth in Section 14.1, 14.2 or Section 14.4, otherwise the Deposit shall be returned to Buyer.

16.2 Effect of Termination. In the event of the termination of this Agreement pursuant to the provisions of this Article 16 or elsewhere in this Agreement, (i) Seller’s sole remedy for such termination shall be the retention of the Deposit, to the extent that Seller has an express right to do so under the terms of the Agreement, and (ii) Buyer’s remedy shall be (A) the return of the Deposit, to the extent that Buyer has an express right therefore, or (B) at Buyer’s option, and provided that Buyer is not in material breach of this Agreement, the right to pursue specific performance of the obligations of Seller under this Agreement. Notwithstanding the foregoing, the indemnity obligations of Buyer in Section 4.3 shall survive such termination. Upon termination, Buyer shall return to Seller or destroy, all materials, documents and copies thereof provided to Buyer in the course of Buyer’s due diligence investigations, including all notes, reports, analyses and other materials derived therefrom.

ARTICLE 17

BUYER’S POST-CLOSING BONDING AND INSURANCE OBLIGATIONS

17.1 Governmental Bonds. To the extent required by any applicable laws and except to the extent, if any, that Buyer will, as of Closing, be covered by the bonds or exempt status of

third party operators of the applicable Assets, Buyer will have as of Closing, and will thereafter continue to maintain, lease bonds, area-wide bonds, or any other surety bonds as may be required by, and in accordance with, all applicable laws governing the ownership of such Assets, and Buyer shall file any and all required reports necessary for such ownership with the BOEMRE and all other governmental entities having jurisdiction over such ownership, including, but not limited to, adequate financial assurance in accordance with the Oil Pollution Act of 1990, as amended. Without limiting the foregoing, Buyer shall obtain, prior to Closing, the necessary bonds or parent guaranties or letters of credit as required by the BOEMRE for the plugging and abandonment and decommissioning of all Xxxxx and dismantling of any Related Assets and provide Seller with a copy of same. Promptly following Closing, Buyer shall provide proof satisfactory to Seller that the BOEMRE has accepted such bonds or letters of credit as sufficient assurance to cover the plugging and abandonment of all Xxxxx and the decommissioning of all Related Assets. Further, following Closing, Buyer shall provide to Seller copies of the approval by the BOEMRE concerning change of operatorship of the Assets. In addition to any general bonds that may be required by the BOEMRE of Buyer, it is anticipated that Buyer will be required to post supplemental bonds with the BOEMRE, on a lease specific basis, for the properties and in the amounts specified on Schedule 17.1 attached hereto (the “BOEMRE Lease Bonds”).

17.2 Supplemental Bonding Requirements. Buyer agrees to promptly purchase and post any and all bonds, supplemental bonds or other securities which may be required of it pursuant to all applicable federal, state, tribal and local laws, rules and regulations.

17.3 Insurance Coverages. From the Closing through the end of the Transition Period, Buyer shall have in force and effect insurance policies in compliance with all applicable agreements, including, but not limited to, operating agreements and participation agreements relating to the Assets. In no event shall such level of insurance be less than the following minimum amounts and, with respect to the coverages specified in this Section 17.3, each insurance policy shall contain an endorsement waiving the underwriters’ rights of subrogation against Seller with respect to liabilities assumed hereunder by Buyer and, except for Worker’s Compensation and Employer’s Liability, shall include Seller as an additional insured through the end of the Transition Period. The insurance provided by Buyer shall be primary to any other insurance carried by or on behalf of Seller. At Closing, Buyer will provide Seller with confirmation that Buyer has secured and maintains the following minimum insurance coverage with limits of liability of not less than those set out below:

(A)

Worker’s Compensation and Employer’s Liability: Worker’s Compensation Insurance in accordance with the laws of governmental bodies having jurisdiction including, if applicable, United States Xxxxxxxxx and Harbor Worker’s Compensation Act with Outer Continental Shelf Extension, Maritime Employer’s Liability (including, but not limited to, the Xxxxx Act, the Death on the High Seas Act, as well as an endorsement to the effect that a claim in rem shall be treated as a claim against the insured) and Employer’s Liability Insurance. Employer’s Liability Insurance shall provide minimum coverage of $1,000,000 for bodily injury per accident and by disease.

(B)	Commercial General Liability: Bodily Injury and Property Damage, including contractual liability covering Buyer’s obligations under this Agreement and sudden and accidental pollution coverage, with minimum limits of $1,000,000 per occurrence, combined single limit.

(C)	Business Automobile Liability Insurance covering all Owned, Leased, Hired or Non-Owned Vehicles: Bodily Injury and Property Damage with minimum limits of $1,000,000 per occurrence combined single limit.

(D)	Vessels: If Buyer charters any vessels, Charterer’s Legal Liability (or equivalent coverage) with minimum limits of $1,000,000 will be carried.

(E)	Umbrella Liability: Umbrella Liability Insurance with a minimum limit of $35,000,000 excess of all primary limits of liability insurance specified in paragraphs 17.3(A) through 17.3(D) above.

(F)

Operator’s Extra Expense Insurance: Operator’s Extra Expense Insurance and Control of Well Insurance, including control of well due to blowout and/or cratering above or below the surface and Seepage and Pollution Liability including cleanup and containment. The policy will cover all the xxxxx identified on Exhibit 1.1(C), and have a minimum limit of $35,000,000 (100%) each occurrence.

(G)

Property Insurance covering physical damage for the xxxxx and structures identified in Exhibit 1.1(C) for a minimum limit of $7,500,000 each occurrence, including a $7,500,000 aggregate sublimit for Property and/or Operator’s Extra Expense losses arising from Named Wind Storm. Such coverage will also be endorsed to include removal of wreck as customary.

Buyer shall obtain insurance coverage for all liability assumed under the terms of this Agreement with limits not less than those set out above. Seller shall not be obligated or authorized to obtain or carry on behalf of the Buyer any insurance covering the Assets or any operations to be conducted after the Closing Date. All such insurance of Buyer hereunder shall be written by insurance companies with a minimum A.M. Best rating of A-VII. Buyer shall furnish Seller with certificates of insurance listing all such insurance policies. All certificates must be signed by authorized representatives of the insurance companies, and must endeavor to provide not less than thirty (30) days prior written notice to Seller in the event of policy cancellation or material change affecting Seller’s interest prior to the end of the Transition Period. Neither failure to comply, nor full compliance with the insurance provisions of this Agreement, shall limit or relieve Buyer from its indemnity obligations in accordance with this Agreement.

ARTICLE 18

OTHER POST-CLOSING COVENANTS

18.1 Seller’s Logos. Within thirty (30) days after Closing, Buyer shall replace, or cover or cause to be covered by decals or new signage, any names and marks used by Seller, and

all variations and derivatives thereof and logos relating thereto, from the Assets and shall not thereafter make any use whatsoever of such names, marks and logos.

18.2 Records. Within thirty (30) days after Closing, Seller shall deliver originals (or copies if originals are not available) of all of the Records to Buyer. Seller shall have the right to make and retain copies of the Records as Seller may desire prior to the delivery of the Records to Buyer. Buyer, for a period of seven (7) years after the Closing Date, shall make available to Seller (at the location of such Records in Buyer’s organization) access to the Records upon the prior written request of Seller, during normal business hours.

18.3 Operatorship. Immediately upon Closing, Seller will send notifications of its resignation as operator for all Xxxxx that Seller currently operates and is selling to Buyer pursuant to this Agreement. Seller makes no representation and/or warranty to Seller as to the transferability or assignability of operatorship of such Xxxxx. Buyer acknowledges that the rights and obligations associated with such Xxxxx are governed by applicable agreements and that operatorship will be determined by the terms of those agreements.

18.4 Suspended Funds. As of Closing, Schedule 10.1(I) describes all proceeds, if any, from production attributable to the Leases which are currently held in suspense, and shall transfer to Buyer all of those suspended proceeds. BUYER SHALL BE RESPONSIBLE FOR PROPER DISTRIBUTION OF ALL THE SUSPENDED PROCEEDS, TO THE EXTENT SUCH FUNDS ARE DELIVERED TO BUYER BY SELLER, TO THE PARTIES LAWFULLY ENTITLED TO THEM AND SHALL BE RESPONSIBLE FOR ANY CLAIMS RELATED THERETO, AND BUYER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DAMAGES, AS DEFINED HEREIN, ARISING OUT OF OR RELATING TO SUCH SUSPENDED PROCEEDS IN EACH CASE TO THE EXTENT OF THE FUNDS RELATED THERETO DELIVERED TO BUYER BY SELLER.

18.5 Notice of Transfer. Promptly after Closing, Buyer shall notify all pertinent operators, non-operators, oil or gas purchasers, governmental agencies and royalty owners that it has purchased the Assets.

18.6 Work Bid Opportunities. For a period of two (2) years from the Closing Date, Buyer will make reasonable efforts to afford Seller’s Parent the opportunity to bid on any well, platform, facility or pipeline abandonment and decommissioning activity with respect to any of the Assets, to the extent the anticipated estimated cost of any such activity will exceed $250,000. Nonetheless, nothing in this Section will require Buyer to accept any bid from Seller’s Parent.

18.7 Employee Matters. From the date of this Agreement to thirty (30) days after the termination of the Transition Services Agreement (the “Transition Period”), Buyer shall have the opportunity and right, but not the obligation, to interview and/or make offers of employment to any employees of Seller other than those listed on Schedule 18.7 (the “Excluded Employees”). Buyer shall give notice to Seller at least fifteen (15) days prior to the end of the Transition Period of the employees of Seller to whom Buyer has or will make offers of employment. Seller shall not discourage any employee of Seller from accepting employment with Buyer. The terms and conditions of employment of any employees hired by Buyer shall be at Buyer’s sole discretion.

Seller shall be responsible for all compensation due to Seller’s employees or former employees with respect to their employment with Seller, whether or not hired by Buyer. This Agreement shall not obligate Buyer to be a successor employer or to assume any collective bargaining agreements between Seller and any union representative in effect prior to or as of the end of the Transition Period. Seller shall be responsible for paying or causing to be paid directly to Seller’s current and former employees (including any employees who are hired by Buyer) or their dependents, all benefits to which they are entitled under any past or present employee benefit plans of Seller, and Buyer shall assume no liability for such benefits. No portion of the assets of any plan, fund, program, or arrangement, whether written or unwritten, heretofore sponsored or maintained by Seller (and no amount attributable to any such plan, fund, program, or arrangement) shall be transferred to Buyer, and Buyer shall not be obligated or required to continue any such plan, fund, program, or arrangement after the Closing Date. Seller shall pay all accrued vacation and pay for vacation days not used by its employees as of the date of any termination of such employees related to the transaction contemplated by this Agreement, whether or not they become employees of Buyer.

18.8 Contribution Agreement. Reference is made to the contract specified on Schedule 18.8 attached hereto (the “Contribution Agreement”) which provides that upon completion of Assumed Plugging and Abandonment Obligations with respect to certain of the Assets covered by the Contribution Agreement, Seller will be entitled to a certain monetary amounts (the “Contribution Amount”) associated with the Assumed Plugging and Abandonment Obligations for such Assets. Seller warrants that the Assets and the corresponding Contribution Amount provided for in the Contribution Agreement is as indicated on Schedule 18.8. Seller has provided Buyer with a copy of the Contribution Agreement. Upon completion by Buyer of the Assumed Plugging and Abandonment Obligations with respect to each of the Assets specified on Schedule 18.8, Buyer will furnish Seller with such information and documentation as may be required under the Contribution Agreement in order that Seller may request the Contribution Amount associated with such Assumed Plugging and Abandonment Obligations from the appropriate party pursuant to the Contribution Agreement. Upon receipt of such Contribution Amount, Seller shall promptly thereafter pay such Contribution Amount to Buyer. If Seller has not received the Contribution Amount within sixty (60) days of the date Buyer furnishes Seller with information and documentation as required under the Contribution Agreement, Seller will nonetheless pay such Contribution Amount to Buyer.

18.9 EC 328 A_Platform P&A Obligations. Within sixteen (16) months after Closing (or by such earlier date as may be required by the BOEMRE), Seller will initiate on-site physical operations to perform the EC 328 A_Platform P&A Obligations. Thereafter, Seller will use its reasonable commercial efforts to conduct and complete the EC 328 A_Platform P&A Obligations, subject to governmental interference or delay in issuing necessary permits and authorizations despite Seller’s efforts to timely obtain such permits and authorizations or address the related governmental issues, in compliance with all applicable legal and regulatory requirements.

18.10 Option to Lease Office Space. Upon later of the Closing Date or the end of the Transition Period, Buyer shall have the option, exercisable by giving written notice to Seller by such date, to lease from Seller the fifth (5th) floor of the office space currently occupied by Seller at 00000 Xxxxxxxxxx 00 Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000, at a market rate per square

foot on a month-to-month basis for up to eighteen (18) months, with such other terms as are standard for commercial office space leases for comparable space in the area.

ARTICLE 19

TAXES

19.1 Asset Taxes.

(A)

All Asset Taxes shall be prorated between Buyer and Seller as of the Effective Time for all taxable periods that include the Effective Time. All Asset Taxes attributable to periods, including partial periods, prior to the Effective Time are the obligation of, and shall be borne by, Seller. All Asset Taxes attributable to periods, including partial periods, from and after the Effective Time shall be borne by Buyer. The Base Purchase Price shall be adjusted as provided in Section 3.1(A)(iii) and Section 3.1(B)(ii) with respect to the proration of Asset Taxes for the Current Tax Period that are paid prior to the Closing Date. With respect to Asset Taxes for the Current Tax Period that are not paid prior to the Closing Date, a proration shall be made between the Parties as an adjustment to the Base Purchase Price pursuant to Section 3.1(B)(iv) based on the best current information available as of Closing, subject to further adjustment in the Post-Closing Adjustment Statement based on then-current information. If actual Asset Taxes with respect to the Current Tax Period (“Actual Asset Taxes”) are greater than the amounts estimated for purposes of the Post-Closing Adjustment Statement pursuant to Section 3.3 (the “Estimated Asset Taxes”), then Seller shall pay Buyer an amount equal to such difference (the “Underestimated Amount”), multiplied by a fraction, the numerator of which is the number of days in the Current Tax Period which are prior to the Effective Time and the denominator of which is the total number of days in the Current Tax Period (“Seller’s Pro Rata Share”). Seller shall pay such amount to Buyer within ten (10) business days of Seller’s receipt of Buyer’s invoice therefor. If Actual Asset Taxes are less than Estimated Asset Taxes, then Buyer shall pay Seller an amount equal to such difference (the “Overestimated Amount”) multiplied by Seller’s Pro Rata Share. Buyer shall pay such amount to Seller within ten (10) business days after Buyer’s receipt of statements setting out the amount of Actual Asset Taxes.

(B)

For the Current Tax Period, Seller agrees to immediately forward to Buyer any tax reports and returns received by Seller after Closing and to provide Buyer with any information in Seller’s possession that is necessary for Buyer to timely file any required tax reports and returns. With respect to taxable periods that include the Effective Time, Buyer shall file all tax returns and reports applicable to the Assets required to be filed after the Closing Date and shall indemnify the Seller against liability for the payment of Asset Taxes with respect to such tax returns and reports and the filing of such tax returns and reports.

19.2 Tax Reporting. Prior to Closing, Buyer and Seller shall confer and cooperate in the allocation of the Base Purchase Price among the Properties in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). Buyer and Seller shall confer and cooperate on any revisions to the Allocation (the “Revised Allocation”) so as to report any matters related to the Allocation that require updating (including adjustments to the Base Purchase Price) to be consistent with the agreed allocation. Seller and Buyer shall report the transactions contemplated hereby on all tax returns, including, but not limited to Form 8594, in a manner consistent with the Allocation or, if applicable, the Revised Allocation.

19.3 Transfer Taxes. The Parties believe that no sales, transfer or similar tax is applicable to the transactions contemplated herein and, accordingly, no such tax will be collected at Closing from Buyer in connection with this transaction. If, however, this transaction is later deemed to be subject to sales, transfer or similar tax, for any reason, Buyer agrees to be solely responsible, and shall indemnify and hold Seller (and its affiliates, and its and their directors, officers, employees, attorneys, contractors and agents) harmless, for any and all sales, transfer or other similar taxes (including related penalty, interest or legal costs) due by virtue of this transaction on the Assets transferred pursuant hereto and the Buyer shall remit such taxes at that time. Seller and Buyer agree to cooperate with each other in demonstrating that the requirements for exemptions from such taxes have been met.

19.4 Income and Franchise Taxes. Notwithstanding any provision of this Agreement to the contrary, each Party shall be responsible for its own federal, state, local and foreign income and franchise taxes, if any, that are attributable to its ownership of the Properties or that may result from the consummation of the transactions contemplated by this Agreement.

ARTICLE 20

ASSUMED OBLIGATIONS; INDEMNIFICATION

20.1 Buyer’s Assumption of Obligations After Closing. Upon and after Closing, Buyer assumes, agrees to pay and perform, and expressly releases and discharges Seller, Seller’s affiliates and Seller’s and its affiliates’ past, present and future managers, members, officers, directors, trustees, employees and partners from all of the following obligations, liabilities, and duties with respect to the Assets (collectively, the “Assumed Obligations”):

(A)	All obligations, liabilities and duties with respect to the ownership and operation of the Assets attributable to periods from and after the Effective Time, including, without limitation, to the extent, in each case, attributable to periods from and after the Effective Time:

(i)	The obligation to pay all operating expenses and capital expenditures attributable to the Assets;

(ii)	The obligation to perform all express obligations and covenants under the terms of the Leases, the Easements and the Contracts and any implied obligations and covenants under the Leases;

(iii)

The obligation to pay all Royalties, rentals, shut-in payments, and other burdens or encumbrances to which the Leases are subject; and

(iv)	The obligation to comply with all applicable laws, ordinances, rules, orders and regulations pertaining to the Assets;

(B)

All obligations, liabilities and duties with respect to plugging, abandonment, decommissioning, and site clearance operations relating to the Assets, and all required remediation relating to the Assets, whether arising before or after the Effective Time, all in accordance with applicable laws (“Assumed Plugging and Abandonment Obligations”), including, without limitation, all of those plugging and abandonment obligations set forth in Section 13.29 of that Purchase and Sale Agreement dated July 7, 2005 by and between Pioneer Natural Resources USA, Inc. and Maritech Resources, Inc. No later than January 31st of each calendar year, Buyer shall provide Seller with written confirmation that it has fulfilled its annual obligations for the prior year in accordance with Section 13.29 of that Purchase and Sale Agreement dated July 7, 2005 by and between Pioneer Natural Resources USA, Inc. and Maritech Resources, Inc.

(C)	Subject to adjustment pursuant to Section 3.4, the Imbalances with respect to the Assets, whether arising before or after the Effective Time; and

(D)

All obligations, liabilities and duties with respect to the environmental condition of the Assets, the compliance of the Assets or the operation thereof with Environmental Laws or the presence, release, disposal or storage of pollution, contamination, hazardous substances, wastes, materials and products by or in connection with the Assets, whether arising before or after the Effective Time, and regardless of whether resulting from any negligent acts or omissions or strict liability of Seller, its affiliates, its or its affiliates’ past, present or future members, managers, working interest partners, officers, directors, trustees, agents, and contractors, or Buyer, or the condition of the Assets when acquired, including, without limitation, clean-up responses, remediation, control, assessment and compliance with respect to air, water, surface or subsurface pollution, and other obligations, liabilities and duties relating to the presence or release of pollution or contamination, including pollution or contamination by oil and gas, brine, NORM or other materials or the release or disposal of any hazardous substances, wastes, materials and products generated by or used in connection with the ownership or operation of the Assets (“Assumed Environmental Obligations”).

(E)	Reference is made to that Section 3.4(l) of that Purchase and Sale Agreement dated July 7, 2005 by and between Pioneer Natural Resources USA, Inc. and Maritech Resources, Inc. If prior to Closing Chevron

U.S.A. Inc. or Chevron Corporation, or any applicable subsidiary, agrees to the substitution of Buyer’s letter of credit in the aggregate sum of Seven Million Dollars ($7,000,000) to secure the abandonment of xxxxx and other asseets as set forth therein (the “Buyer’s Letter of Credit”), in place of Seller’s Parent letter of credit for such obligations (“Seller’s Parent Letter of Credit”), then the Base Purchase Price shall be reduced at Closing by Two Million Dollars ($2,000,000), and Buyer shall post the Buyer’s Letter of Credit. If Chevron U.S.A. Inc. or Chevron Corporation, or any applicable subsidiary, fails or refuses to agree to the substitution of Buyer’s Letter of Credit prior to the Closing, then the Base Purchase Price shall be increased at Closing by Seven Hundred Fifty Thousand Dollars ($750,000), and Seller’s Parent Letter of Credit shall remain in place. If, within five (5) years after Closing, Seller decides to negotiate with Chevron U.S.A. Inc. or Chevron Corporation, or any applicable subsidiary, and the applicable Chevron entity agrees to the substitution of Buyer’s Letter of Credit, then Buyer shall post the Buyer’s Letter of Credit and Seller shall promptly tender to Buyer Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) in cash.

20.2 Indemnification By Buyer. From and after the Closing, Buyer shall assume, indemnify and hold Seller and its affiliates, and its and their respective directors, officers, employees, attorneys, contractors and agents harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and attorneys’ fees) of any kind or character (“Damages”) (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of:

(A)	any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement;

(B)	the ownership and/or operation of the Assets, whether accruing or arising before, on or after the Effective Time, subject to and except for those liabilities retained by Seller pursuant to Section 20.3, as limited by Sections 20.4 and 20.5; and

(C)	the Assumed Obligations.

THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

20.3 Indemnification By Seller. From and after Closing, Seller shall indemnify and hold Buyer (and its directors, officers, employees, attorneys, contractors and agents) harmless

from and against any and all Damages (individually a “Buyer’s Indemnified Claim” and collectively “Buyer’s Indemnified Claims”) arising out of:

(A)	any misrepresentation or breach of any warranty, covenant or agreement of Seller contained in this Agreement;

(B)	the ownership and/or operation of the Assets prior to the Effective Time, excluding, however, the Assumed Obligations;

(C)	any personal or bodily injury (including death) or property damage caused by or attributable to the Assets prior to the Closing Date;

(D)	any mispayment or non-payment of Royalties attributable to the Assets prior to the Effective Time;

(E)	off-site disposal by Seller or its agents, employees, representatives, operators, or contractors of wastes or materials from the Assets occurring prior to Closing; and

(F)	the Excluded Assets.

20.4 Limitation on Seller’s Indemnity Obligations. Seller shall not be required to indemnify Buyer under Sections 20.3(A) through 20.3(E) with respect to any individual Buyer’s Indemnified Claim in an amount less than $50,000 (“Individual Claim Threshold”). Further, Seller shall not be obligated to indemnify Buyer under Sections 20.3(A) through 20.3(F) for Buyer’s Indemnified Claims unless, and then only to the extent that, the aggregate of all of Buyer’s Indemnified Claims exceeds two percent (2%) of the Base Purchase Price (the “Indemnity Deductible”). In addition, in no event shall Seller’s aggregate liability arising out of or related to Buyer’s Indemnified Claims exceed twenty-five percent (25%) of the Base Purchase Price (the “Indemnity Cap”).

20.5 Survival of Provisions. Seller’s representations and warranties contained in this Agreement shall survive the Closing and the delivery of the Conveyance for a period of eighteen (18) months after the Closing Date. Seller’s covenants and obligations under Sections 18.8 and 20.3(F) shall survive the Closing and the delivery of the Conveyance without limitation as to time. Buyer’s representations and warranties and all covenants of Seller and Buyer contained in this Agreement shall survive the Closing and the delivery of the Conveyance without limitation as to time, except for any covenant which by its terms terminates as of a specific date, or is only made for a specified period. Notwithstanding the foregoing, Seller’s representations set forth in Sections 10.1(P) and 10.1(Q) shall terminate on the Closing Date. Each of the survival periods specified in this Section 20.5 is referred to as the “Survival Period.” The indemnity obligations for which a timely and valid notice of claims is made pursuant to Section 20.6 shall continue for so long as the basis underlying such notice continues and until all related claims have been resolved.

20.6 Notice of Claim. If indemnification pursuant to Section 20.2 or 20.3 is sought, the Party seeking indemnification (the “Indemnitee”) shall give written notice to the indemnifying Party during the applicable Survival Period of an event giving rise to the obligation

to indemnify, describing in reasonable detail the factual basis for such claim, and shall allow the indemnifying Party to assume and conduct the defense of the claim or action with counsel reasonably satisfactory to the Indemnitee, and shall cooperate with the indemnifying Party in the defense thereof; provided, however, that the omission to give such notice to the indemnifying Party shall not relieve the indemnifying Party from any liability which it may have to the Indemnitee, except to the extent that the indemnifying Party is prejudiced by the failure to give such notice and as otherwise provided in Section 20.5. The Indemnitee shall have the right to employ separate counsel to represent the Indemnitee if the Indemnitee is advised by counsel that an actual conflict of interest makes it advisable for the Indemnitee to be represented by separate counsel and the reasonable expenses and fees of such separate counsel shall be paid by the indemnifying Party.

20.7 Exclusive Remedy. Upon Closing, the terms and provisions of this Article 20 shall be the sole and exclusive remedy of each of the Parties indemnified hereunder with respect to the claims described in Sections 20.2 and 20.3, including, without limitation, claims arising from breaches of the representations and warranties of the Parties set forth in this Agreement and the other documents executed and delivered hereunder, regardless of whether such claims are based on contract, tort, securities laws, strict liability, or other principles.

ARTICLE 21

MEDIATION AND ARBITRATION

21.1 Mediation and Arbitration.

(A)

If a dispute (other than an accounting dispute subject to Section 3.3 or a dispute subject to Article 7) arises out of or in connection with this Agreement, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association (“AAA”) before resorting to arbitration under this Section or any other Section in this Agreement.

(B)

Except as provided in Section 21.1(A) and for the accounting dispute procedures of Section 3.3 and the Independent Expert procedures of Article 7, the Parties hereby agree to submit all other controversies, claims and matters of difference arising from or relating to this Agreement (“Disputes”) to arbitration. Without limiting the generality of the foregoing, the following shall be considered Disputes for this purpose: (1) all questions relating to the interpretation or breach of this Agreement, (2) all questions relating to any representations, negotiations and other proceedings leading to the execution hereof, and (3) all questions as to whether the right to arbitrate any question exists.

(C)	Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (the “Respondent”) that Claimant elects to refer the Dispute to binding arbitration. Disputes involving claims in an amount less than $500,000.00 shall be determined by a single arbitrator, who shall

be selected by mutual agreement of the Parties. In the event the Parties are unable to agree within fourteen (14) days on an arbitrator, either Party may request the AAA to appoint an arbitrator, giving due regard to the selection criteria set out below. Disputes involving claims in an amount of $500,000 or greater shall be determined by a panel of three (3) arbitrators. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If Respondent fails for any reason to name an arbitrator within the thirty (30) day period, Claimant will name the arbitrator for Respondent’s account. The two (2) arbitrators so chosen shall select a third arbitrator (who must have not less than ten (10) years experience as an oil and gas lawyer) within thirty (30) days after the second arbitrator has been appointed. If the two (2) arbitrators are unable to agree on a third arbitrator within sixty (60) days from initiation of arbitration, then a third arbitrator shall be selected by the AAA office administering the Dispute, with due regard given to the selection criteria above and input from the Parties and other arbitrators. The AAA shall select the third arbitrator not later than ninety (90) days from initiation of arbitration. In the event AAA should fail to select the third arbitrator within ninety (90) days from initiation of arbitration, then either Party may petition the Chief United States District Judge for the Southern District of Texas to select the third arbitrator. Due regard shall be given to the selection criteria above and input from the Parties and other arbitrators.

(D)

All matters arbitrated hereunder shall be arbitrated in Houston, Texas, shall be governed by Texas law, without reference to any choice of law rules, and shall be conducted in accordance with the Commercial Arbitration Rules of the AAA (the “Rules”). The arbitrators shall conduct a hearing no later than sixty (60) days after submission of the matter to arbitration, and a decision shall be rendered by the arbitrators within fifteen (15) days of the hearing. At the hearing, the Parties shall present such evidence and witnesses as they may choose, with or without counsel. Adherence to formal rules of evidence shall not be required but the arbitration panel shall consider any evidence and testimony that it determines to be relevant, in accordance with procedures that it determines to be appropriate. Any award entered in an arbitration shall be made by a written opinion stating the reasons for the award made.

(E)

This submission and agreement to arbitrate shall be specifically enforceable. Arbitration may proceed in the absence of any Party if notice of the proceedings has been given to such Party. The Parties agree to abide by all awards rendered in such proceedings. Such awards shall be final and binding on all Parties to the extent and in the manner permitted under Texas law. All awards may be filed with the clerk of one or more courts, state, federal or foreign having jurisdiction over the Party against whom such award is rendered or its property, as a basis of judgment and

of the issuance of execution for its collection. No Party shall be considered in default hereunder during the pendency of arbitration proceedings relating to such default, but nothing herein shall be deemed to toll the effectiveness of contract provisions relating to the accruing of or rate of interest on amounts not paid when due.

(F)

The arbitrators may award legal and equitable relief, including but not limited to the award of specific performance. With regard to the award of damages, the arbitrators are empowered to award only compensatory damages (which term may include attorney’s fees and costs and compensation for the time value of money). EACH PARTY IRREVOCABLY WAIVES ANY DAMAGES IN EXCESS OF COMPENSATORY DAMAGES, INCLUDING WAIVER OF PUNITIVE AND MULTIPLE DAMAGES. Nothing herein shall prevent a Party from seeking a preliminary injunction or similar preliminary judicial relief if in the good faith judgment of the Party such action is necessary to avoid irreparable damage. Such Party must, however, continue to participate in good faith in the dispute resolution proceedings specified in this Section.

ARTICLE 22

MISCELLANEOUS

22.1 Confidentiality. That certain Confidentiality Agreement between the Parties, dated January 28, 2011 the (“Confidentiality Agreement”), shall survive the execution and delivery of this Agreement, and shall not be superseded hereby. In accordance with the terms of the Confidentiality Agreement, Buyer shall maintain the confidentiality of all due diligence materials concerning the Assets, including, without limitation, engineering, geological and geophysical data, seismic data, reports and maps, and the due diligence results and findings of Buyer (including,, without limitation, due diligence associated with environmental and title matters) and other data relating to the Assets.

22.2 Notice. Any notice, request, demand, or consent required or permitted to be given hereunder shall be in writing and delivered in person or by certified mail, with return receipt requested or by prepaid overnight delivery service, or by facsimile addressed to the Party for whom intended at the following addresses:

SELLER:

Maritech Resources, Inc.

00000 Xxxxxxxxxx 00 Xxxxx

Xxx Xxxxxxxxx, Xxxxx 00000

Attn: President

Tel: (000) 000-0000

Fax: (000) 000-0000

With a Copy to:

TETRA Technologies, Inc.

00000 Xxxxxxxxxx 00 Xxxxx

Xxx Xxxxxxxxx, Xxxxx 00000

Attn: General Counsel

Tel: (000) 000-0000

Fax: (000) 000-0000

BUYER:

Xxxx Exploration Company LLC

0000 Xxxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxx 00000

Attn: Xxxxx Xxxxxx and Xxxx Xxxxxxxx

Tel: 000-000-0000

Fax: 000-000-0000

With a Copy to:

Xxxxxxxx PC

0000 Xxxxxx Xxxxxxx Xxxxx

000 Xxxx Xxxxxx

Xxxx Xxxxx, Xxxxx 00000

Attn: C. Xxxxx Xxxxxxx

Tel: (000) 000-0000

Fax: (000) 000-0000

And

TRT Holdings, Inc.

000 Xxxx Xxx Xxxxxxx Xxxx.

Xxxxx 0000

Xxxxxx, Xxxxx 00000

Attn: Xxxxxxx X. Xxxxx and Xxxx Xxxxx

Tel: 000-000-0000

Fax: 000-000-0000

or at such other address as any of the above shall specify by like notice to the other.

22.3 Press Releases and Public Announcements. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its or its affiliates’ publicly-traded securities (in which case the disclosing

Party shall use all reasonable efforts to advise the other Party, and give the other Party an opportunity to comment on the proposed disclosure, prior to making the disclosure).

22.4 COMPLIANCE WITH EXPRESS NEGLIGENCE RULE. THE PARTIES AGREE THAT, EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED HEREIN, THE INDEMNIFICATION OBLIGATIONS OF THE INDEMNIFYING PARTY SHALL BE WITHOUT REGARD TO THE NEGLIGENCE OR STRICT LIABILITY OF THE INDEMNIFIED PERSON(S), WHETHER THE NEGLIGENCE OR STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, CONCURRENT OR SOLE.

22.5 Governing Law. This Agreement is governed by and must be construed according to the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might apply the law of another jurisdiction.

22.6 Exhibits. The Exhibits attached to this Agreement are incorporated into and made a part of this Agreement.

22.7 Fees, Expenses, and Recording.

(A)

Each Party shall be solely responsible for all costs and expenses incurred by it in connection with this transaction (including, but not limited to fees and expenses of its counsel and accountants) and shall not be entitled to any reimbursements from the other Party, except as otherwise provided in this Agreement.

(B)

Buyer shall, at its own cost, promptly record all instruments of conveyance and sale in the appropriate office of the state and parish offshore which the lands covered by such instrument are located. Buyer shall promptly file for and obtain the necessary approval of all federal or state government agencies to the assignment of the Assets. The assignment of any state or federal oil and gas leases shall be filed in the appropriate governmental offices on a form required and in compliance with the applicable rules of the applicable government agencies. Buyer shall supply Seller with a true and accurate photocopy reflecting the recording information of all the recorded and filed assignments within a reasonable period of time after their recording and filing.

22.8 Assignment. Neither this Agreement nor any part hereof (including without limitation any indemnification rights or any obligations or benefits hereunder) may be assigned by either Party without the prior written consent of the other Party and any transfer in absence of such consent shall be null and void; provided, however, upon notice to the other Party, either Party shall have the right to assign all or part of its rights (but none of its obligations) under this Agreement in order to qualify a transfer of the Assets as a “like-kind” exchange for federal tax purposes. After Closing, any permitted assignment of this Agreement by a Party shall not relieve such assigning Party of any of its obligations and responsibilities to the non-assigning Party unless expressly released from same in writing by such non-assigning Party. Subject to the foregoing, this Agreement is binding upon the Parties hereto and their respective successors and

assigns. Notwithstanding the restrictions and requirements of this Section 22.8, prior to Closing, Buyer shall have the right, without Seller’s consent, to assign all of its rights and obligations under this Agreement to an affiliate of Buyer, so long as such affiliated assignee of Buyer has the financial ability to perform Buyer’s obligations under this Agreement. The restrictions on or requirements for assignment in this Section 22.8 shall not limit or apply to Buyer’s (or its successors’ or assigns’) ability to assign all or part of its interest in the Assets after Closing.

22.9 Buyer’s Parent as a Party. Each of Buyer and Seller acknowledges and agrees that Buyer’s Parent is joined in the execution of this Agreement for the sole purpose of ensuring Buyer’s compliance with Section 11.1(G), and Buyer’s Parent shall have no other duties, obligations, responsibilities or liabilities of any kind whatsoever to Seller or otherwise arising out of this Agreement.

22.10 Seller’s Parent as a Party. Each of Buyer and Seller acknowledges and agrees that Seller’s Parent is joined in the execution of this Agreement for the sole purpose of ensuring Seller’s compliance with Section 1.2(N), Section 18.8, Section 18.9, and, only to the extent related thereto, Section 20.5, and Seller’s Parent shall have no other duties, obligations, responsibilities or liabilities of any kind whatsoever to Buyer or otherwise arising out of this Agreement.

22.11 Entire Agreement. This Agreement constitutes the entire agreement reached by the Parties with respect to the subject matter hereof, superseding all prior negotiations, discussions, agreements and understandings, whether oral or written, relating to such subject matter, except the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

22.12 Severability. In the event that any one or more covenants, clauses or provisions of this Agreement shall be held invalid or illegal, such invalidity or unenforceability shall not affect any other provisions of this Agreement.

22.13 Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

22.14 Counterpart Execution. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

22.15 Waiver of Certain Damages. The indemnification obligations of the Parties under Article 20 shall be limited to actual losses, and shall not include, and each of the Parties hereby waives and agrees not to seek incidental, consequential, indirect, punitive or exemplary damages with respect to any claim, controversy, or dispute arising out of or relating to this Agreement or the breach thereof, except in the event such damages are awarded to a third party.

22.16 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument in writing signed by both Parties. Any Party hereto may, only by an instrument in writing, waive compliance by another Party with any term or provision of this Agreement on the part of such other Party hereto to be performed or complied with. The waiver

by any Party hereto of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

22.17 Seller’s Knowledge. For all purposes of this Agreement, “Seller’s knowledge” or words of similar import shall mean the actual knowledge of one or more of the following officers of Seller: Xxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxx, Xxxx Xxxx, Xxxx Xxxxx, and Xxx Xxxx.

22.18 Like-Kind Exchanges. Buyer shall cooperate fully, as and to the extent reasonably requested by Seller, in connection with the transactions contemplated herein to make such modifications as may be necessary, but at no cost or liability to Buyer, to qualify such transactions, in whole or in part, as a “like-kind” exchange pursuant to Section 1031 of the Code.

22.19 Further Cooperation. At the Closing, and thereafter as may be necessary, Seller and Buyer shall execute and deliver such other instruments and documents and take such other actions as may be reasonably necessary to evidence and effectuate the transactions contemplated by this Agreement.

Executed as of the day and year first above written.

SELLER:

Maritech Resources, Inc.

By:/s/Xxxxx X. Xxxxxxxx

Xxxxx X. Xxxxxxxx, President

SELLER'S PARENT:

Tetra Technologies, Inc.

By:/s/Xxxxxx X. Xxxxxxxxx

Name: Xxxxxx X. Xxxxxxxxx

Title: President & CEO

BUYER:

Xxxx Exploration Company LLC

By:/s/Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: President

BUYER'S PARENT:

TRT Holdings, Inc.

By:/s/Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: President

Purchase and Sale Agreement Signature Page

EXHIBIT 1.1 (A) - LEASES

Attached to and made a part of that certain Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011, by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

AREA

BLOCK

LEASE

STATUS

GROSS ACRES

NET ACRES

OPERATOR

OWNER

CODE

INT.

INT TYPE

ROYALTY % (GROSS)

ADD'L BURDENS % (GROSS)

EFFECTIVE DATE

EXPIRATION DATE

0328

G10638

PROD

5000.00

230

Maritech

Apache

100.00000

16.67

5/1/1989

4/30/1994

5000.00

2500

Maritech (W2; N2NE4; SE4)

Maritech (surf - 3,515' MD)

50.00000

Maritech

Arena Offshore

15.00000

Maritech

Arena Energy

35.00000

5000.00

2500

Arena (S2 NE4)

Maritech (3,515' MD - 4,195' TVD)

50.00000

Arena

Arena Offshore

15.00000

Arena

Arena Energy

35.00000

0342

G02319

PROD

2500.00

266

Chevron USA (Below 10,000' TVD)

Mariner (W2)

50.00000

16.67

2/1/1973

1/31/1978

Chevron USA

Chevron (W2)

50.00000

Mariner Oil

Mariner (E2)

50.00000

Mariner Oil

Apache (E2)

25.00000

2500.00

625

Mariner Oil

Maritech Res (E2)

25.00000

Mariner Oil

Mariner En Res (NW4 Surf - 8,225' TVD)

50.00000

Mariner Oil

Apache (NW4)

25.00000

1250.00

312.5

Mariner Oil

Maritech Res (NW4)

25.00000

Mariner (Surf-10,000')

Apache (SW4)

38.25000

1250.00

478.13

Mariner Oil

Maritech Res(SW4)

38.25000

Mariner Oil

Mariner En Res (SW4)

23.50000

1250.00

Chevron USA DpRt

Mariner (NW4 Below 8225')

50.00000

Chevron USA DpRt

Chevron (NW4)

50.00000

Mariner - DpRts

Mariner (E2)

50.00000

Mariner - DpRts

Apache (E2)

25.00000

2500.00

312.5

Mariner - DpRts

Maritech Res (E2)

12.50000

Mariner - DpRts

Devon Energy (E2)

12.50000

Chevron below 10,000'

Apache (SW/4 - Dp Rts)

38.25000

1250.00

239.06

Chevron below 10,000'

Maritech (SW/4 - Dp Rts)

19.12500

Chevron below 10,000'

Devon En (SW/4 - Dp Rts)

19.12500

Chevron below 10,000'

Mariner (SW/4 - Dp Rts)

23.50000

G21703

SOP thru 4-30-11

4994.55

Maritech Res

Maritech Res W1/2;W1/2E1/2;NE1/4NE1/4;SE1/4SE1/4

100.00000

16.67

5/1/2000

4/30/2005

Sojitz

0.00000

Maritech Res

Maritech Res SE/4 NE/4; NE/4 SE/4

100.00000

Maritech Res

Maritech Res NE1/4SE1/4; SE1/4NE1/4 surf - 13,680 MD

25.00000

Mariner

75.00000

Maritech Res NE1/4SE1/4; SE1/4NE1/4 Depths Below 13,680 MD

100.00000

160

G05245

SOP thru 8-31-11

1248.64

749.18

Maritech

Chevron USA Inc.

50.00000

16.67

13.00

4/1/1983

3/31/1988

Xxxxxx Petroleum

50.00000

Xxxxxx Petroleum

Xxxxxx Petroleum Surf - 6110 TVD

100.00000

Chevron USA Inc. Depths Below 6110' TVD

50.00000

Xxxxxx Petroleum

50.00000

Maritech

Maritech - S/2S/2 surf-3800' SS

60.00000

W&T OFFSHORE

40.00000

163

G07809

SOP thru 4-30-11

4994.55

2996.73

Maritech Res - surf-10,100' TVD

Xxxxxx Petroleum

100.00000

16.67

8.33

7/1/1985

6/30/1990

Maritech Res - surf-10,100' TVD

Callon Pet - Surf-5,499' TVD

100.00000

Maritech Res - surf-10,100' TVD

Maritech - 5,500' TVD-10,100' SS

60.00000

W&T Offshore

40.00000

Callon Pet - Below 10,100' SS

100.00000

175

G08753

180-day clock thru 3/25/11

4994.55

128

Maritech Res

100.00000

16.67

4.00

8/1/1987

7/1/1992

Platform will become a RUE

Maritech Res

Maritech Res - surf to 4000'

100.00000

Maritech Res - below 4000'TVD - 50,000'TVD

Maritech Res

21.24993

Maritech Res

Devon Energy

21.24992

Maritech Res

Fairways

50.00000

Maritech Res

Fidelity

7.50015

000

XXX moved to Exhibit 1.1 D Easements-ROW

185

G25033

SOP thru 4-30-11

4994.55

2330.79

Maritech Res

46.66000

16.67

2.00

5/1/2003

4/30/2008

W&T Offshore

33.34000

Energy Res Tech GOM

20.00000

187

G26157

Lse held by 180-day clock thru 03-25-2011

4994.55

Maritech Res

100.00000

16.67

2.00

6/1/2004

5/31/2009

200

G23979

SOP thru 4-30-11

4994.55

2497.28

Maritech Res

50.00000

16.67

2.00

6/1/2002

5/31/2007

Energy Res Tech GOM

50.00000

207

G22802

SI 12/16/10

4994.55

2497.28

Maritech Res

50.00000

16.67

2.00

7/1/2001

6/30/2006

180-DAY CLOCK TO 06/13/2011

Energy Res Tech GOM

50.00000

Maritech Res S1/2N1/2; N1/2N1/2S1/2 surf - 6100' TVD

40.00000

Energy Res Tech GOM

40.00000

Sojitz

20.00000

Maritech Res S2N2 Below 3,270 TVD

50.00000

Energy Res Tech GOM

50.00000

211

G22803

SI 12-08-10

4994.55

2497.28

Maritech Res

50.00000

16.67

2.00

5/1/2001

4/30/2006

180-DAY CLOCK TO 06/05/2011

Energy Res Tech GOM

50.00000

229

G32253

Primary Term

4994.55

Maritech Resources

Maritech Res

100.00000

18.75

7/1/2008

6/30/2013

232

G22806

SI 12-08-10

4994.55

2497.28

Maritech Res

50.00000

16.67

2.00

7/1/2001

6/30/2006

180-day Clock to 06/05/2011

Energy Res Tech GOM

50.00000

233

G23988

PROD

4994.55

1623.23

Energy Res Tech GOM

35.00000

16.67

2.00

7/1/2002

6/30/2007

Maritech Res

32.50000

Implicit

32.50000

235

G32255

Primary Term

4994.55

Maritech Res

100.00000

18.75

8/1/2008

7/31/2013

241

G22808

PROD

4994.55

2497.28

Maritech Res

50.00000

16.67

2.00

7/1/2001

6/30/2006

Energy Res Tech GOM

50.00000

279

G26168

PROD

4994.55

575.37

W&T

88.50000

16.67

7/1/2004

6/30/2009

Maritech Res

10.00000

16.67

5.00

Maritech Res

1.50000

16.67

T Bay

01772

PROD

2120.92

Maritech T-Bay

100.00000

14.58333

3.00

3/2/1950

Part Rel 11-08-78 -1,490 acs; Orig Lse 3,610.00 acs

T Bay

01773

PROD

97.44

Maritech T-Bay

100.00000

14.58333

3.00

3/2/1950

T Bay

00192

PROD

6000.00

Maritech T-Bay

100.00000

12.50

15.50

2/20/1928

T Bay

2243

SWD Lse

3.00

Maritech T-Bay

100.00000

1/1/2004

1/1/2014

T Bay

2507

SWD Lse

3.00

Maritech T-Bay

100.00000

1/1/2007

1/1/2017

T Bay

19926

1120.64

Maritech T-Bay

100.00000

22.50

12/10/2008

12/10/2013

T Bay

19953

239.32

Maritech T-Bay

100.00000

22.50

12/10/2008

12/10/2011

T-Bay

20011

209.47

Maritech T-Bay

100.00000

22.50

1/14/2009

1/14/2012

T Bay

4467

ROW moved to Exh 1.1 D Easements-ROW

T-BAY

4865

ROW moved to Exh 1.1 D Easements-ROW

T-BAY

4878

ROW moved to Exh 1.1 D Easements-ROW

T-BAY

4932

ROW moved to Exh 1.1 D Easements-ROW

T-BAY

4933

ROW moved to Exh 1.1 D Easements-ROW

00146

PROD

5000.00

Palm Energy Offshore

100.00000

12.50

4/23/1947

4/22/1957

1875.00

1406.25

Maritech Res - SW4 surf - 14,000' TVD; W2SE4 surf - 11,300' TVD

Maritech Res - SW4 & W2SE4 surf-11,300' TVD Less #E-1 Prod. Sds

75.00000

15.00

Energy XXI GOM

25.00000

1875.00

Maritech Res - SW4 surf - 14,000' TVD; W2SE4 surf - 11,300' TVD

Maritech Res - SW4 & W2SE4 relative to #E-1 Prod. Sds

100.00000

15.00

1875.00

Maritech Res - SW4 surf - 14,000' TVD; W2SE4 surf - 11,300' TVD

Maritech Res - SW4 & W2SE4 relative to #E-1 Well & further Limited to F Sd (currently prod.) & C Sd (not prod)

100.00000

F-Sand-15.0; C-Sand-40.0 BPO, 15.0 APO

Energy XXI GOM

12.50000

Xxxxxxx Resources

50.00000

G16473

PROD

5000.00

Maritech Res - Surf to 13,462' TVD

Pisces Energy

40.67579

Gulfsands Pet

13.15000

Tammany O&G

14.00000

The NW Mutual Life Ins Co

10.93750

Dynamic Resources

11.85000

5000.00

469.3

Maritech Res

9.38671

Maritech Res - Surf to 13,462' TVD

Pisces - Surf - 100' below Strat Eq of 13,362' TVD (#1 Well)

3.12892

Gulfsands Pet

13.15000

Tammany O&G

14.00000

The NW Mutual Life Ins Co

10.93750

Dynamic Resources

11.85000

5000.00

2346.7

Maritech Res

46.93358

Maritech Res - Surf to 13,462' TVD

Pisces - depths 100' below Strat Eq of 13,362' TVD (#1 Well)

40.67579

Gulfsands Pet

13.15000

Tammany O&G

14.00000

The NW Mutual Life Ins Co

10.93750

Dynamic Resources

11.85000

5000.00

469.3

Maritech Res

9.38671

G03186

PROD

5000.00

Maritech Res

100.00000

16.67

15.00

7/1/1975

6/30/1980

2500.00

2250

Maritech Res - S/2 surf-13,200' TVD Less & Excpt "S" Sd in aliquots desc below

Maritech Res

90.00000

15.00

703.13

562.5

Maritech Res - S/2NW4SW4, S2NE4SW4, N2SW4SW4, X0XX0XX0, XX0XX0XX0 as to S Sd & in the S-1 Sd

Maritech Res

90.00000

15.00

Tammany O&G

10.00000

Maritech Res -S/2 Depths below 13,200' TVD

Maritech Res

100.00000

15.00

G19839

PROD

5000.00

2500

Maritech Res - E/2 all depths

Maritech Res

50.00000

16.67

2.50

6/1/1998

5/31/2003

Energy XXI GOM LLC

50.00000

2500.00

Peregrine - W/2 surf - 4719' TVD

Peregrine

100.00000

ORRI

10.00

2500.00

1250

Maritech Res - W/2 from 4719' TVD - 99,999' TVD

Maritech Res

50.00000

2.50

Energy XXI GOM LLC

50.00000

* See Exhibit 1.1 (C) XXXXX list for NRI

EXHIBIT 1.1 (B) - PROPERTIES

Attached to and made a part of that certain Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011, by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

NONE

EXHIBIT 1.1 (C) - XXXXX

Attached to and made a part of that certain Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011, by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

OGSYS PN#	BLOCK / LEASE	OPERATOR		Description	Platform Produced From			Current Status (Prod, SI, PROD, SI, PA, TA, & Sold)			Total Vertical Depth Comp / Prod						Top Perf Depth (MD)			MRI WI					MRI NRI					Active Net Depth		Notes


5100020	EC 328 OCSG10638	MARITECH		B-1	EC 328 B			PROD			3,598			2,327			4,654			50.0000%					41.2880%					2,327
5100022	EC 328 OCSG10638	MARITECH		B-2 ST1	EC 328 B			PROD			2,700			1,432			2,863			50.0000%					41.2880%					1,432
5100023	EC 328 OCSG10638	MARITECH		B-3 ST2	EC 328 B			PROD			3,850			2,204			4,407			50.0000%					41.2880%					2,204
5100024	EC 328 OCSG10638	MARITECH		B-4	EC 328 B			PROD			2,751			1,313			2,626			50.0000%					41.2880%					1,313
5100025	EC 328 OCSG10638	MARITECH		B-5	EC 328 B			PROD			4,209			2,275			4,550			50.0000%					41.2880%					2,275
5100026	EC 328 OCSG10638	MARITECH		B-6	EC 328 B			PROD			2,780			1,320			2,640			50.0000%					41.2880%					1,320

8453160	EI 342 C-10 OCSG 02319	Mariner/Apache		X-00	XX 000 X			XX			00,000			2,252			9,007			25.0000%					16.6700%					-
8453162	EI 342 C-12/12D OCSG 02319	Mariner/Apache		X-00 X00 X	XX 000 X			XX			8,188						8,188			25.0000%					16.6700%					2,047
8453164	EI 342 C-14 OCSG 02319	Mariner/Apache		C-14	EI 342 C			PROD			7,444						11,472			25.0000%					16.6700%					2,868
8453165	EI 342 C-15 OCSG 02319	Mariner/Apache		C-15	EI 342 C			PROD			8,125			3,288			13,150			25.0000%					16.6700%					3,288
8453166	EI 342 C-16 OCSG 02319	Mariner/Apache		C-16	EI 342 C			PROD			7,252			3,282			13,127			25.0000%					20.8333%					3,282
8453152	EI 342 C-2 OCSG 02319	Xxxxxxx/Xxxxxx		X-0 XX0	XX 000 X			PROD			6,975			2,471			6,460			38.2500%					30.0000%					2,471
0000000	XX 000 X-0 XXXX 00000	Mariner/Apache		C-3	EI 342 C			TA			7,493						5,598			38.2500%					30.0000%					-
8453154	EI 342 C-4/4D OCSG 02319	Mariner/Apache		C-4/ C-4D	EI 342 C			SI			6,800						5,510			38.2500%					30.0000%					2,108
0000000	XX 000 X-0 XXXX 00000	Mariner/Apache		C-6	EI 342 C			PROD			6,800			2,529			6,613			38.2500%					30.0000%					2,529
0000000	XX 000 X-0 XXXX 00000	Mariner/Apache		C-7	EI 342 C			PROD			7,951						8,227			25.0000%					30.0000%					2,057
0000000	XX 000 X-0 XXXX 00000	Mariner/Apache		C-8	EI 342 C			SI			9,390						6,652			38.2500%					30.0000%					2,544
0000000	XX 000 X-0 XXXX 00000	Mariner/Apache		C-9	EI 342 C			PROD			7,308			2,504			6,546			38.2500%					30.0000%					2,504


7500001	MP 99 OCSG21703	MARITECH		A001	MP 99			PROD			13,432			11,255			11,255			100.0000%					83.3333%					11,255

7510001	MP 163 OCSG07809	MARITECH		A003	MP 160			PROD			8,950			5,272			8,786			60.0000%					45.0000%					5,272

7550001	MP 175 OCSG08753	MARITECH		A001	MP 175			PROD			4,335						3,914			100.0000%					79.3333%					3,914
7550002	MP 175 OCSG08753	MARITECH		A002/A002D				SI			3,211						3,823			100.0000%					79.3333%					3,823
7550003	MP 175 OCSG08753	MARITECH		A003				SI			3,900						6,062			100.0000%					79.3333%					6,062

7610001	MP 185 OCSG25033	MARITECH		SS#1	MP 175			PROD			10,761			4,062			8,706			46.6600%					38.2500%					4,062		SUBSEA

7630001	MP 187 OCSG26157	MARITECH		SS#1 (LS)	MP 175			PROD			2,463			2,528			2,528			100.0000%					81.3333%					2,528		SUBSEA

7640001	MP 200 OCSG23979	MARITECH		SS#1	MP 175			PROD			8,596			4,281			8,562			50.0000%					41.1666%					4,281		SUBSEA

7650001	MP 206 OCSG23983	MARITECH		A001				SI			3,397						5,872			40.0000%										2,349		EXPIRED LEASE

7660002	MP 207 OCSG22802	MARITECH		A002	MP 178			SI			6,000			3,327			8,317			40.0000%					32.9333%					3,327

7680001	MP 211 OCSG22803	MARITECH		SS #1	MP 242 A			PROD			4,012						4,034			50.0000%					41.1666%					2,017		SUBSEA

7700002	MP 232 OCSG22806	MARITECH		SS #2	MP 242 A			PROD			4,036			2,031			4,061			50.0000%					41.1666%					2,031		SUBSEA.

7710001	MP 233 OCSG01645	ERT		SS #1	MP 242 A			PROD			10,864			3,531			10,865			32.5000%					26.6630%					3,531		SUBSEA

7720002	MP 241 OCSG22808	MARITECH		SS #2	MP 242 A			PROD			5,035			3,090			6,180			50.0000%					41.1666%					3,090		SUBSEA.

8030104	MP 242 G 18114	MARITECH		A-4	MP 242 A			SI			3,057						5,910			100.0000%										5,910		EXPIRED LEASE
8030202	MP 267 G 19864	MARITECH		A-2	MP 242 A			SI			4,286						9,984			100.0000%										9,984		EXPIRED LEASE

	MP 279 G 26168	W&T		X-0 XX	XX 000 A			PROD			9,671						12,410			11.5000%					9.0800%					1,427
	MP 279 G 26168	W&T		X-0 XX	XX 000 A			PROD			13,410						14,264			11.5000%					9.0800%					1,640

8320060	SL 1772	MARITECH		#6				PROD			13,972						2,304			100.0000%					82.4170%					2,304
8320070	SL 1772	MARITECH		#7				PROD			9,036			11,077			11,077			100.0000%					77.6760%					11,077		SL 1772 #007 BP1: 82.4170%
8320110	SL 1772	MARITECH		#11				SI			11,042						11,042			100.0000%										11,042
	SL 1772	MARITECH		#16				SI
8320180	SL 1772	MARITECH		#18				SI			11,148			9,686			9,000			000.0000%					82.4170%					9,686
8320200	SL 1772	MARITECH		#20				SI			10,190						10,236			100.0000%										10,236
8320240	SL 1772	MARITECH		#24				SI			10,348						11,761			100.0000%										11,761
8320271	SL 1772	MARITECH		#27D/27 T				SI			2,304						10,578			100.0000%										10,578
8320300	SL 1772	MARITECH		#30/30 D				SI			12,036						11,148			100.0000%										11,148
8320310	SL 1772	MARITECH		#31				PROD			12,306			10,154			10,154			100.0000%					76.9930%					10,154		SL 1772 #031 BP1: 82.4170%
8320371	SL 1772	MARITECH		#37D				SI			3,044						10,558			100.0000%										10,558
8320380	SL 1772	MARITECH		#38				SI			11,658			3,292			3,292			100.0000%					82.4170%					3,292
8320400	SL 1772	MARITECH		#40/40 D				SI			10,924						11,228			100.0000%										11,228
8320410	SL 1772	MARITECH		#41				SI			13,796						3,362			100.0000%					82.4170%					3,362
8320420	SL 1772	MARITECH		#42				SI			12,891						12,844			100.0000%										12,844
8320450	SL 1772	MARITECH		#45				SI			13,684						10,618			100.0000%										10,618
8320460	SL 1772	MARITECH		#46 INJ				SI			11,589						11,354			100.0000%										11,354
8320551	SL 1772	MARITECH		#55T INJ				SI			3,336						10,830			100.0000%										10,830
	SL 1772	MARITECH		#56				SI
8320621	SL 1772	MARITECH		#62D				SI			9,928						12,036			100.0000%					82.4170%					12,036
8320640	SL 1772	MARITECH		#64				SI			9,224						12,306			100.0000%										12,306
8320690	SL 1772	MARITECH		#69				SI			2,758						3,044			100.0000%										3,044
8320721	SL 1772	MARITECH		#72D				SI			6,778						11,000			000.0000%										11,658
8320730	SL 1772	MARITECH		#73				SI			9,956						10,924			100.0000%					82.4170%					10,924
8320750	SL 1772	MARITECH		#75				SI			13,433						13,429			100.0000%					82.4170%					13,429
8320760	SL 1772	MARITECH		#76				PROD			11,632			10,970			10,970			100.0000%					77.6760%					10,970
8320810	SL 1772	MARITECH		#81/81 D				SI			8,710						11,172			100.0000%										11,172
8320821	SL 1772	MARITECH		#82D				SI			8,378						10,818			100.0000%					82.4170%					10,818
8320830	SL 1772	MARITECH		#83				PROD			10,078						13,684			100.0000%					82.4170%					13,684
8320841	XX 0000	XXXXXXXX		#00 XX				XX			9,262						11,589			100.0000%					82.4170%					11,589
8320850	SL 1772	MARITECH		#85D				SI			8,362						11,172			100.0000%										11,172
8320870	SL 1772	MARITECH		#87				SI			8,707						10,714			100.0000%										10,714
8320950	SL 1772	MARITECH		#95 /95 D				SI			8,756						14,570			100.0000%					82.4170%					14,570
8321020	SL 1772	MARITECH		#102				SI			2,921						2,921			100.0000%					82.4170%					2,921
8321031	SL 1772	MARITECH		#103D				SI			11,860						11,860			100.0000%										11,860
8321040	SL 1772	MARITECH		#104				SI			11,688						11,688			100.0000%					82.4170%					11,688
8321060	SL 1772	MARITECH		#106				SI			10,865						10,865			100.0000%										10,865
8321090	SL 1772	MARITECH		#109				SI			11,020						11,020			100.0000%										11,020
8321100	SL 1772	MARITECH		#110				SI			11,014						11,014			100.0000%										11,014
8321120	SL 1772	MARITECH		#112D				SI			3,324						3,324			100.0000%					78.8620%					3,324		SL 0000 #000 XX0, XX0, XX0: 82.4170%
8321131	SL 1772	MARITECH		#113/113D				SI			12,036						12,036			100.0000%										12,036
8321141	SL 1772	MARITECH		#114				PROD			11,554			3,234			3,234			100.0000%					82.4170%					3,234		SL 0000 #000 XX XX0 0000X: 82.4170%
8321170	SL 1772	MARITECH		#117/117D				PROD			10,636						11,554			100.0000%					82.4170%					11,554
8321191	SL 1772	MARITECH		#119D				SI			11,143						10,636			100.0000%					82.4170%					10,636
8321250	SL 1772	MARITECH		#125				SI			12,245						9,683			100.0000%										9,683
8321260	SL 1772	MARITECH		#126				SI			12,910			11,496			11,000			000.0000%					82.4170%					11,496
8321280	SL 1772	MARITECH		#128				SI			10,236						12,245			100.0000%					82.4170%					12,245
8321310	SL 1772	MARITECH		#131				SI			11,172						12,910			100.0000%					82.4170%					12,910
8321370	SL 1772	MARITECH		#137				SI			11,761			11,084			11,084			100.0000%					82.4170%					11,084
8321440	SL 1772	MARITECH		#138/138D				PROD			10,578			11,922			11,922			100.0000%										11,922		#138: 82.4170; #138D: 79.6560
	SL 1772	MARITECH		#139																100.0000%					82.4170%
8321400	SL 1772	MARITECH		#140				SI			6,820			10,970			10,970			100.0000%					82.4170%					10,970
	SL 1772	MARITECH		#141				SI												100.0000%					82.4170%
	SL 1772	MARITECH		#142				PROD			16,762						16,762			100.0000%					80.4830%					16,762
	SL 1772	MARITECH		SWD 1
	SL 1772	MARITECH		SWD 2
	SL 1772	MARITECH	SWD 3 (formerly 121)

8310040	SL 192 PP	MARITECH	PP #4				SI			5,330						5,330			100.0000%										5,330
8310060	SL 192 PP	MARITECH	PP #6				SI			7,896						6,739			100.0000%					72.0000%					6,739
8310170	XX 000 XX	XXXXXXXX	XX #00				XX			8,610			6,658			6,000			000.0000%					72.0000%					6,658
	SL 192 PP	MARITECH	PP #25				SI																						-
	SL 192 PP	MARITECH	PP #26				SI			9,806						7,377			100.0000%					72.0000%					7,377
	XX 000 XX	XXXXXXXX	XX #00				XX			3,515						4,922			100.0000%					72.0000%					4,922
	XX 000 XX	XXXXXXXX	XX #00				XX																						-
0000000	SL 192 PP	MARITECH	PP #45				SI			7,373			5,189			5,189			100.0000%					72.0000%					5,189
	SL 000 XX	XXXXXXXX	XX #00				XX
0000000	XX 000 XX	XXXXXXXX	XX #00				XX			9,806						6,820			100.0000%										6,820
8310521	XX 000 XX	XXXXXXXX	XX #00X				PROD			9,816						9,806			100.0000%					72.0000%					9,806
8310620	XX 000 XX	XXXXXXXX	XX #00				XX			6,816						7,896			100.0000%										7,896
8310661	SL 192 PP	MARITECH	PP #66				PROD			2,751			3,243			3,243			100.0000%					72.0000%					3,243
8310720	XX 000 XX	XXXXXXXX	XX #00				XX			9,022						6,816			100.0000%					72.0000%
8310781	XX 000 XX	XXXXXXXX	XX #00				XX			2,792						2,752			100.0000%					72.0000%
8310791	SL 192 PP	MARITECH	PP #79 # 79T INJ				SI			9,022						9,022			100.0000%
8310920	XX 000 XX	XXXXXXXX	XX #00				XX			3,515						3,515			100.0000%
8311040	SL 192 PP	MARITECH	PP #104				PROD			8,456			7,706			7,706			100.0000%					72.0000%					7,706
8311051	XX 000 XX	XXXXXXXX	XX #000				XX			8,310						9,928			100.0000%										9,928
8311130	SL 192 PP	MARITECH	PP #113				PROD			7,773						9,224			100.0000%					72.0000%					9,224
8311170	XX 000 XX	XXXXXXXX	XX #000				XX			8,798						2,758			100.0000%					72.0000%					2,758
8311210	SL 192 PP	MARITECH	PP #121 INJ				SI			8,610						9,036			100.0000%										9,036
8311220	XX 000 XX	XXXXXXXX	XX #000				XX			9,100						6,778			100.0000%										6,778
8311230	SL 192 PP	MARITECH	PP #123				PROD			7,253						9,956			100.0000%					72.0000%					9,956
8311240	XX 000 XX	XXXXXXXX	XX #000				XX			5,330						8,768			100.0000%										8,768
8311270	XX 000 XX	XXXXXXXX	XX #000				XX			9,424						11,000			000.0000%										11,632
8311281	SL 192 PP	MARITECH	PP #128 INJ				SI			8,676						8,710			100.0000%										8,710
8311301	XX 000 XX	XXXXXXXX	XX #000X				SI			8,646						8,378			100.0000%										8,378
8311330	XX 000 XX	XXXXXXXX	XX #000				XX			7,792						10,078			100.0000%					72.0000%					10,078
8311340	XX 000 XX	XXXXXXXX	XX #000				XX			7,876						9,262			100.0000%										9,262
8311361	XX 000 XX	XXXXXXXX	XX #000X				SI			5,672						8,362			100.0000%										8,362
8311401	SL 192 PP	MARITECH	PP #140/140 D				PROD			8,644						8,707			100.0000%										8,707
8311420	SL 192 PP	MARITECH	PP #142 INJ				SI			8,683						9,200			100.0000%										9,200
8311430	SL 192 PP	MARITECH	PP #143				PROD			8,600			10,021			10,021			100.0000%					72.0000%					10,021
8311450	XX 000 XX	XXXXXXXX	XX #000				XX			6,892						8,756			100.0000%										8,756
8311460	XX 000 XX	XXXXXXXX	XX #000				XX			6,776						6,776			100.0000%										6,776
8311470	XX 000 XX	XXXXXXXX	XX #000				XX			6,820						6,820			100.0000%										6,820
8311480	XX 000 XX	XXXXXXXX	XX #000				XX			7,301						7,301			100.0000%					72.0000%					7,301
8311500	XX 000 XX	XXXXXXXX	XX #000				XX			8,456						8,456			100.0000%										8,456
8311550	XX 000 XX	XXXXXXXX	XX #000				XX			8,310			8,462			8,462			100.0000%					72.0000%					8,462
8311570	XX 000 XX	XXXXXXXX	XX #000				XX			2,370			2,304			2,304			100.0000%					72.0000%					2,304
8311590	XX 000 XX	XXXXXXXX	XX #000				XX			8,798						8,310			100.0000%										8,310
	SL 192 PP	MARITECH	PP #166				SI																						-
	SL 192 PP	MARITECH	PP #173				SI																						-
8311741	XX 000 XX	XXXXXXXX	XX #000 XX/XX			XX			9,100			6,972			6,972			100.0000%					72.0000%					6,972
8311760	XX 000 XX	XXXXXXXX	XX #000			XX			7,253						7,773			100.0000%										7,773
8311780	XX 000 XX	XXXXXXXX	XX #000			XX			5,330						8,798			100.0000%										8,798
8311791	SL 192 PP	MARITECH	PP #179ST			PROD			9,424						8,610			100.0000%					72.0000%					8,610
8311810	XX 000 XX	XXXXXXXX	XX #000			XX			8,676			6,758			6,758			100.0000%					72.0000%					6,758
8311821	SL 192 PP	MARITECH	PP #182D INJ			SI			8,646						9,100			100.0000%					72.0000%					9,100
8311851	XX 000 XX	XXXXXXXX	XX #000			XX			7,792						7,253			100.0000%					72.0000%					7,253
8311860	SL 192 PP	MARITECH	PP #186			PROD			7,876						5,330			100.0000%					72.0000%					5,330
8311871	XX 000 XX	XXXXXXXX	XX #000 XXX			XX			5,672			3,206			3,206			100.0000%					72.0000%					3,206
8311890	XX 000 XX	XXXXXXXX	XX #000			XX			8,644						9,424			100.0000%					72.0000%					9,424
8311900	XX 000 XX	XXXXXXXX	XX #000			XX			8,683						8,676			100.0000%										8,676
8311911	XX 000 XX	XXXXXXXX	XX #000			XX			8,600						8,646			100.0000%					72.0000%					8,646
8311920	XX 000 XX	XXXXXXXX	XX #000			XX			6,892						7,792			100.0000%										7,792
	XX 000 XX	XXXXXXXX	XX #000			XX												100.0000%										-
	SL 192 PP	MARITECH	PP #196			SI												100.0000%										-
	SL 192 PP	MARITECH	PP #197			SI												100.0000%
8311981	SL 192 PP	MARITECH	PP #198			PROD			2,824			5,862			5,862			100.0000%					72.0000%					5,862
8312020	XX 000 XX	XXXXXXXX	XX #000			XX			9,780						8,644			100.0000%										8,644
8312071	SL 192 PP	MARITECH	PP #207D INJ			SI			7,678						8,683			100.0000%										8,683
8312090	SL 192 PP	MARITECH	PP #209/ 209D			SI			7,470						8,600			100.0000%										8,600
8312100	XX 000 XX	XXXXXXXX	XX #000			XX			5,758						6,892			100.0000%										6,892
8312120	XX 000 XX	XXXXXXXX	XX #000			XX			7,377			5,422			5,422			100.0000%					72.0000%					5,422
8312160	SL 192 PP	MARITECH	PP #216			PROD			8,649			6,790			6,790			100.0000%					72.0000%					6,790
8312170	SL 192 PP	MARITECH	PP #217			PROD			7,734			5,834			5,834			100.0000%					72.0000%					5,834
8312191	XX 000 XX	XXXXXXXX	XX #000			XX			3,454			7,345			7,345			100.0000%					72.0000%					7,345
8312210	SL 192 PP	MARITECH	PP #221			PROD			6,770			8,884			8,884			100.0000%					72.4480%					8,884
8312220	SL 192 PP	MARITECH	PP #222			PROD			7,220			3,265			3,265			100.0000%					72.0000%					3,265
8312250	XX 000 XX	XXXXXXXX	XX #000			XX			10,480						9,718			100.0000%										9,718
8312260	XX 000 XX	XXXXXXXX	XX #000			XX			4,922						9,742			100.0000%										9,742
8322270	XX 000 XX	XXXXXXXX	XX #000			XX			9,166						9,912			100.0000%										9,912
8312280	XX 000 XX	XXXXXXXX	XX #000			XX			8,642						9,848			100.0000%										9,848
8312300	XX 000 XX	XXXXXXXX	XX #000			XX			4,910						9,808			100.0000%										9,808
8312310	XX 000 XX	XXXXXXXX	XX #000			XX			3,265						2,824			100.0000%										2,824
8312330	XX 000 XX	XXXXXXXX	XX #000			XX			5,846						9,780			100.0000%										9,780
8312380	SL 192 PP	MARITECH	PP #238 /238D			PROD			3,379			9,890			9,890			100.0000%					72.0000%					9,890
8312400	SL 192 PP	MARITECH	PP #240/ 240D			PROD			6,997			9,273			9,273			100.0000%					72.4480%					9,273
8312410	XX 000 XX	XXXXXXXX	XX #000			XX			8,688						9,525			100.0000%										9,525
8312450	SL 192 PP	MARITECH	PP #245			PROD			7,792			4,894			4,894			100.0000%					72.0000%					4,894
8312460	SL 192 PP	MARITECH	PP #246			PROD			5,379			5,362			5,362			100.0000%					72.0000%					5,362
8312481	XX 000 XX	XXXXXXXX	XX #000X			SI			10,592						7,678			100.0000%										7,678
8312500	SL 192 PP	MARITECH	PP #250			PROD			5,330			8,802			8,802			100.0000%					72.0000%					8,802
	SL 192 PP	MARITECH	PP#251			SI												100.0000%
8312530	XX 000 XX	XXXXXXXX	XX #000			XX			4,904			8,708			8,708			100.0000%					72.0000%					8,708
8312570	XX 000 XX	XXXXXXXX	XX #000			XX			7,373						7,000			000.0000%										7,470
8312590	XX 000 XX	XXXXXXXX	XX #000			XX			6,820						5,758			100.0000%					72.0000%					5,758
8312620	XX 000 XX	XXXXXXXX	XX #000			XX			9,816						8,649			100.0000%										8,649
8312630	XX 000 XX	XXXXXXXX	XX #000			XX			6,739						7,734			100.0000%					72.0000%					7,734
8312660	XX 000 XX	XXXXXXXX	XX #000			XX			7,896						3,454			100.0000%					72.0000%					3,454
8312670	XX 000 XX	XXXXXXXX	XX #000			XX			6,816						6,770			100.0000%										6,770
8312680	XX 000 XX	XXXXXXXX	XX #000			XX			2,751						7,220			100.0000%										7,220
8312690	XX 000 XX	XXXXXXXX	XX #000			XX			9,022						10,480			100.0000%					72.0000%					10,480
	SL 192 PP	MARITECH	PP#271			SI												100.0000%
8312720	SL 192 PP	MARITECH	PP #272			PROD			4,912			4,912			4,912			100.0000%					72.0000%					4,912
8312771	XX 000 XX	XXXXXXXX	XX #000			XX			6,153			6,153			6,153			100.0000%					72.0000%					6,153
8312830	XX 000 XX	XXXXXXXX	XX #000			XX			6,708			6,708			6,708			100.0000%					72.0000%					6,708
8312840	XX 000 XX	XXXXXXXX	XX #000			XX			9,166						9,166			100.0000%					72.4480%					9,166
8312850	SL 192 PP	MARITECH	PP #285			PROD			8,642			8,652			8,652			100.0000%					72.4480%					8,652
8312890	SL 192 PP	MARITECH	PP #289			PROD			4,910						8,642			100.0000%					72.0000%					8,642
8312910	SL 192 PP	MARITECH	PP #291			PROD			5,846						3,265			100.0000%					72.0000%					3,265
8312920	SL 192 PP	MARITECH	PP #292			PROD			3,379						5,846			100.0000%					72.0000%					5,846
8312950	XX 000 XX	XXXXXXXX	XX #000			XX			6,997			5,850			5,850			100.0000%					72.0000%					5,850
8312970	SL 192 PP	MARITECH	PP #297			PROD			8,688			9,070			9,070			100.0000%					72.0000%					9,070
8312980	SL 192 PP	MARITECH	PP #298			PROD			7,792			6,884			6,884			100.0000%					72.0000%					6,884
8313000	XX 000 XX	XXXXXXXX	XX #000			XX			7,148			5,461			5,461			100.0000%					72.0000%					5,461
8313011	SL 192 PP	MARITECH	PP #301			PROD			10,592			7,987			7,987			100.0000%					72.0000%					7,987
8313020	XX 000 XX	XXXXXXXX	XX #000			XX			5,330			6,987			6,987			100.0000%					72.0000%					6,987
8313051	XX 000 XX	XXXXXXXX	XX #000			XX			4,904						3,379			100.0000%					72.0000%					3,379
8313070	SL 192 PP	MARITECH	PP #307			PROD			7,373			7,110			7,110			100.0000%					72.0000%					7,110
8313080	XX 000 XX	XXXXXXXX	XX #000			XX			6,820			6,892			6,892			100.0000%					72.0000%					6,892
8313090	SL 192 PP	MARITECH	PP #309			PROD			9,806						6,997			100.0000%					72.0000%					6,997
8313101	XX 000 XX	XXXXXXXX	XX #000			XX			9,816						8,688			100.0000%										8,688
8313121	SL 192 PP	MARITECH	PP #312			PROD			6,739						7,792			100.0000%					72.0000%					7,792
8313131	SL 192 PP	MARITECH	PP #313			PROD			7,896			6,878			6,878			100.0000%					72.0000%					6,878
8313150	XX 000 XX	XXXXXXXX	XX #000			XX			6,816						7,148			100.0000%					72.0000%					7,148
8313210	SL 192 PP	MARITECH	PP #321			PROD			2,751			7,731			7,731			100.0000%					72.0000%					7,731
8313220	SL 192 PP	MARITECH	PP #322			PROD			9,022			7,060			7,060			100.0000%					72.0000%					7,060
8313331	SL 192 PP	MARITECH	PP #323			PROD			7,330			7,140			7,140			100.0000%					72.0000%					7,140
8313334	SL 192 PP	MARITECH	PP #324			PROD			7,957			7,957			7,957			100.0000%										7,957
8313335	SL 192 PP	MARITECH	PP #325			PROD			7,750			7,750			7,750			100.0000%					72.0000%					7,750
8313332	XX 000 XX	XXXXXXXX	XX #000 / 000X			PROD			10,440			10,440			10,440			100.0000%				77.6760%					10,440				Drilled 7/09; PP#326 (D13): 72.0000
8313333	SL 192 PP	MARITECH	PP #327			PROD			10,712			10,712			10,712			100.0000%				77.6760%					7,586				Drlled 7/2010
8313328	SL 192 PP	MARITECH	PP #328			PROD			7,348			7,348			7,348			100.0000%				72.0000%					7,104				Drilled 6/2010
8313290	XX 000 XX	XXXXXXXX	XX #000			XX			10,946						10,900			100.0000%				72.0000%					7,730				Drilled 2010
8313300	XX 000 XX	XXXXXXXX	XX #000			XX			10,946			10,684			10,677			100.0000%				72.0000%					10,677				XX 000 XX#000 XX0 (X00X): 77.6760%
8313329	SL 192 PP	MARITECH	PP #332			PROD			8,481						8,454			100.0000%				72.0000%					8,454
	XX 000 XX	XXXXXXXX	XX #000			PROD			7,287						7,586			100.0000%				72.0000%									SL 000 XX #000 XXXXX: 77.6760%
	XX 000 XX	XXXXXXXX	XX #000			PROD			7,516						7,104			100.0000%				72.0000%
	XX 000 XX	XXXXXXXX	XX #000			PROD			7,114						7,730			100.0000%				72.0000%					7,730
	SL 192 PP	MARITECH	SWD 2
	SL 192 PP	MARITECH	SWD 3


8496001	WD 58 OCSG00146	MARITECH	E1			PROD			11,400			9,700			9,000			000.0000%				72.5000%					9,700
8496002	WD 58 OCSG00146	MARITECH	E2			SI			13,551			4,763			12,700			37.5000%				26.2500%					4,763
8496003	WD 00 XXXX00000	XXXXXXXX	X0 / X0X			SI			11,400			7,403			9,870			100.000 BPO; 75.000% APO				72.500 BPO; 54.375% APO

8497002	WD 59 OCSG16473	MARITECH	2			PROD			13,277			5,728			12,206			46.9300%				34.0424%					5,728
8497001	WD 59 OCSG16473	MARITECH	1 ST 1			SI			13,362			5,547			11,820			46.9300%				34.0424%					5,547

8498001	WD 61 OCSG03186	MARITECH	B1			PROD			13,437			12,384			13,760			90.0000%				61.5000%					12,384
8498002	WD 61 OCSG03186	MARITECH	B2 / B2 D			PROD			13,610						14,414			90.0000%				61.5000%					12,973
8498003	WD 61 OCSG03186	MARITECH	B3			PROD			3,253						3,954			90.0000%				61.5000%					3,559
8498004	WD 61 OCSG03186	MARITECH	C1 (10) / C1D			SI			14,494						12,280			90.0000%			61.5000%					11,052

8500001	WD 63 XXXX00000	MARITECH	A1 ST1			PROD			13,920						13,896			50.0000%			40.4166%					6,948
8500002	WD 63 XXXX00000	MARITECH	A2 ST1			SI			13,810			6,654			13,308			50.0000%			40.4166%					6,654
	WD 63 XXXX00000	Peregrine	D003															0.0000%			3.7500%
	WD 63 XXXX00000	Peregrine	W001															0.0000%			1.2500%

EXHIBIT 1.1 D - EASEMENTS /RIGHTS OF WAY

Attached to and made a part of that certain Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011, by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

Seg. No.

ROW Number

Originating Id Name

Originating Area Code

Originating Block Number

Originating Lease Number

Receiving Id Name

Receiving Area Code

Receiving Block Number

Receiving Lease Number

Approved Date

Install Date

Status Code

Pipeline Size Code

Production Code

Facility Operator

Operator

Max Water Depth

Max Operating Pressure

Cathodic Code

Pipeline ROW Segment Status Code

Pipeline ROW Permit

ROW Holder

Segment Length

Authority

Bidirectional

RIGHTS OF WAY

10375

G14716

XXXXXX

000

X00000

00 XXXX

322

G02254

10/6/1994

11/23/1994

ACT

OIL

2409

Maritech Resources, Inc.

243

2140

XXX

0000

Maritech Resources, Inc.

15448

DOI

10376

G14717

Flange

328

G10638

12-inch SSTI

323

UNLEASE

10/12/1994

1/25/1995

ACT

GAS

2409

Maritech Resources, Inc.

238

1440

XXX

0000

Maritech Resources, Inc.

0000

XXX

00000

X00000

328

G10638

328

G10638

10/17/2006

6/1/2007

COMB

BLKO

2409

Maritech Resources, Inc.

250

2220

RELQ

2409

Maritech Resources, Inc.

4143

DOI

15843

G28224

328

G10638

328

G10638

10/17/2006

5/21/2007

COMB

BLKO

2409

Maritech Resources, Inc.

250

2220

RELQ

2409

Maritech Resources, Inc.

4136

DOI

15844

G28225

328

G10638

328

G10638

10/17/2006

5/31/2007

R/C

LIFT

2409

Maritech Resources, Inc.

250

1480

RELQ

2409

Maritech Resources, Inc.

4133

DOI

16195

G14716

A Platform

328

G10638

Flange

328

G10638

ABN

OIL

2409

Maritech Resources, Inc.

243

2140

RELQ

2409

Maritech Resources, Inc.

1150

DOI

16196

G14717

A Platform

328

G10638

Flange

328

G10638

ABN

GAS

2409

Maritech Resources, Inc.

238

1440

RELQ

2409

Maritech Resources, Inc.

0000

XXX

00000

X00000

Xxx Xxx

328

G10638

Cut End

328

G10638

PABN

BLKO

2409

Maritech Resources, Inc.

250

2220

RELQ

2409

Maritech Resources, Inc.

000

XXX

00000

X00000

Xxx Xxx

328

G10638

Cut End

328

G10638

PABN

BLKO

2409

Maritech Resources, Inc.

250

2220

RELQ

2409

Maritech Resources, Inc.

000

XXX

00000

X00000

Xxx Xxx

328

G10638

Cut End

328

G10638

PABN

LIFT

2409

Maritech Resources, Inc.

250

1480

RELQ

2409

Maritech Resources, Inc.

000

XXX

0000

X00000

342

G02319

8 SSTI

327

G02910

9/15/1986

10/27/1986

ACT

OIL

2851

Mariner Energy Resources, Inc.

285

1440

XXX

0000

Mariner Energy Resources, Inc.

18657

DOI

14828

G25455

Caisson # 1

G21703

Platform A

178

G18105

10/1/2004

4/22/2005

OUT

XXXX

0000

Maritech Resources, Inc.

155

2220

XXX

0000

Maritech Resources, Inc.

59393

DOI

17406

G28375

Capped End

108

G04832

Capped End

108

G04832

2/21/2008

10/18/1991

REM

COND

2349

Maritech Resources, Inc.

135

1440

RELQ

2409

Maritech Resources, Inc.

1680

DOI

14183

G24688

# 3 Caisson

160

G05245

A Platform

164

G21143

6/27/2003

8/27/2003

OUT

XXXX

0000

Maritech Resources, Inc.

132

1480

XXX

0000

Maritech Resources, Inc.

8888

DOI

9683

G13743

175

G08753

12 SSTI

178

G13020

8/20/1992

10/7/1992

ACT

GAS

2409

Maritech Resources, Inc.

140

1440

XXX

0000

Maritech Resources, Inc.

31212

DOI

15918

G28246

175

G08753

Flange Point

181

G12092

9/14/2007

3/13/2008

OUT

COND

2409

Maritech Resources, Inc.

150

1480

XXX

0000

Maritech Resources, Inc.

69161

DOI

14874

G25472

Plat "A"

178

G18105

18" SSTI

268

UNLEASE

1/18/2005

CNCL

OIL

2409

Maritech Resources, Inc.

212

1950

RELQ

2409

Maritech Resources, Inc.

91466

DOI

15919

G28518

178

UNLEASE

3" SSTI

178

UNLEASE

9/14/2007

3/29/2008

OUT

COND

2409

Maritech Resources, Inc.

150

1480

XXX

0000

Maritech Resources, Inc.

1496

DOI

9433

G13223

181

G12092

12 SSTI

108

G04832

7/29/1991

10/17/1991

ABN

GAS

2409

Maritech Resources, Inc.

138

1200

RELQ

2409

Maritech Resources, Inc.

00000

XXX

00000

X00000

Xxxxxx Xxxxx

181

G12092

Platform A

108

G04832

9/28/2007

10/18/1991

OUT

COND

2409

Maritech Resources, Inc.

135

1480

XXX

0000

Maritech Resources, Inc.

33561

DOI

14751

G25427

207

G22802

6" SSTI

178

G18105

10/12/2004

8/15/2005

OUT

XXXX

0000

Maritech Resources, Inc.

177

2220

XXX

0000

Maritech Resources, Inc.

46047

DOI

17376

G28434

SSW #SS001

211

G22803

242

UNLEASE

5/21/2008

ACT

XXXX

0000

Maritech Resources, Inc.

197

2160

XXX

0000

Maritech Resources, Inc.

29688

DOI

17372

G28432

SSW #SS002

232

G22806

242

UNLEASE

5/21/2008

2/2/2009

ACT

XXXX

0000

Maritech Resources, Inc.

197

2162

XXX

0000

Maritech Resources, Inc.

23610

DOI

17374

G28433

SSW #SS002

241

G22808

242

UNLEASE

5/21/2008

2/13/2009

ACT

XXXX

0000

Maritech Resources, Inc.

197

2162

XXX

0000

Maritech Resources, Inc.

16439

DOI

12408

G21482

242

G18114

265

G19863

4/24/2000

6/14/2000

ACT

XXXX

0000

Maritech Resources, Inc.

210

2160

XXX

0000

Maritech Resources, Inc.

23254

DOI

12449

G21522

242

G18114

265

G19863

4/27/2000

6/15/2000

ACT

XXXX

0000

Maritech Resources, Inc.

210

2160

XXX

0000

Maritech Resources, Inc.

23254

DOI

17373

G28432

242

UNLEASE

SSW #SS002

232

G22806

5/21/2008

ACT

UMB

2409

Maritech Resources, Inc.

197

XXX

0000

Maritech Resources, Inc.

23610

DOI

17375

G28433

242

UNLEASE

SSW #SS002

241

G22808

5/21/2008

ACT

UMB

2409

Maritech Resources, Inc.

197

XXX

0000

Maritech Resources, Inc.

16439

DOI

17377

G28434

242

UNLEASE

SSW #SS001

211

G22803

5/21/2008

ACT

UMB

2409

Maritech Resources, Inc.

197

XXX

0000

Maritech Resources, Inc.

29688

DOI

15189

Caisson E

146

Caisson #1

G16473

8/22/2005

11/20/2005

ACT

XXXX

0000

Maritech Resources, Inc.

2220

5180

DOI

13130

Caisson No. 1

G16473

SSTI w 17995

G16473

2/7/2001

2/23/2001

ACT

G/C

2409

Maritech Resources, Inc.

2220

5092

DOI

17995

G28970

No. 2 Caisson

G16473

B Platform

G03186

1/15/2010

ACT

G/C

2409

Maritech Resources, Inc.

105

2220

XXX

0000

Maritech Resources, Inc.

17571

DOI

17049

G28316

C Platform

G03186

A Platform

G25007

6/19/2007

7/5/2004

OUT

XXXX

0000

Maritech Resources, Inc.

134

2162

XXX

0000

Maritech Resources, Inc.

13769

DOI

17052

G28319

B Platform

G03186

A Platform

G25007

5/22/2007

10/30/2002

PROP

XXXX

0000

Maritech Resources, Inc.

128

1440

XXX

0000

Maritech Resources, Inc.

17623

DOI

17053

G28320

B platform

G03186

A Platform

G25007

5/22/2007

10/30/2002

ACT

XXXX

0000

Stone Energy Corporation

128

1440

XXX

0000

Maritech Resources, Inc.

17623

DOI

15920

G24250

Platform A

G25007

12-Inch SSTI

G25007

12/8/2006

4/2/1990

ACT

6-Apr

OIL

2409

Maritech Resources, Inc.

135

1440

XXX

0000

Maritech Resources, Inc.

1109

17048

G28315

Platform A

G25007

18-inch SSTI

G25007

9/14/2007

9/18/2007

ACT

GAS

2409

Maritech Resources, Inc.

125

1440

XXX

0000

Maritech Resources, Inc.

3413

DOI

17051

G28318

G25007

G19839

9/6/2007

10/30/2002

ACT

SPLY

2409

Maritech Resources, Inc.

163

1440

XXX

0000

Maritech Resources, Inc.

5815

DOI

17050

G28317

G19839

G25007

9/6/2007

4/12/1990

ACT

XXXX

0000

Maritech Resources, Inc.

135

1440

XXX

0000

Maritech Resources, Inc.

5653

DOI

AREA

LEASE #

OPERATOR

OWNER

INTEREST

EFF DATE

EXP DATE

TBAY

4467

Maritech

100%

2/25/2004

2/25/2024

TBAY

4865

Maritech

100%

7/6/2007

7/6/2027

TBAY

4878

Maritech

100%

7/19/2007

7/19/2027

TBAY

4932

Maritech

100%

9/28/2007

2/28/2027

TBAY

4933

Maritech

100%

9/28/2007

2/28/2027

RIGHTS OF USE AND EASEMENTS

Area

Block

Field

RUE/Lease Number

Structure Name

Structure Number

Struc Type Code

Authority Type

Authority Status

Bus Asc Name

Complex ID Number

Maj Struc Flag

Install Date

District Code

Heliport Flag

Lease Number

Water Depth

Latitude

Longitude

Nad Year Cd

Proj Code

Ptfrm X Location

Ptfrm Y Location

Surf N S Dist

Surf N S Code

Surf E W Dist

178

MP178

G30061

FIXED

Right-of-Use and Easement

Approved

Maritech Resources, Inc.

972

G18105

150

29.577

-88.472785

2909221

342290

0000

000

XXXX

X00000

FIXED

Right-of-Use and Easement

Approved

Maritech Resources, Inc.

627

197

29.364

-88.352401

2949489

265914

2584

4389

164

MP164

G30062

FIXED

Right-of-Use and Easement

Approved

Maritech Resources, Inc.

948

130

29.637

-88.487662

2903952

363967

2613

3102

WD061

G30071

FIXED

Right-of-Use and Easement

Approved

Maritech Resources, Inc.

23817

120

29.022

-89.663761

2533646

133147.2

0000

XXXXXXX 1.1(G) – CONTRACTS

Attached to and made a part of that certain

Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011,

by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

PROPERTIES - BLOCKS	DATE OF AGREEMENT	PARTY	PARTY	INSTRUMENT TYPE
EC 328	January 1, 2005	Maritech, as Operator	Arena, as Non-operator	Offshore Operating Agreement covering all of Block 328, East Cameron Area, South Addition from the surface of the earth down to and including the stratigraphic equivalent of the base of the HB-5 sand as seen at a depth of 4,195 feet TVD in the Mesa Petroleum Co. OCS-G 2255 Well No. A-22 located in East Cameron 323.
EC 328	November 23, 2004	Arena Energy LLC	Maritech Resources, Inc.	Participation & Acquisition Agreement as amended effective December 22, 2004 and as amended effective January 1, 2005
EC 328	November 23, 2004.	Arena Energy LLC	Maritech Resources, Inc.	Option Agreement, as amended effective October 12, 2005
EC 328	January 1, 2005	Arena Energy LLC	Maritech Resources, Inc.	Stipulation of Interest & Agreement, as amended effective November 5, 2005
EC 328	October 1, 1994 as amended on January 18, 1995.	Union Pacific Resources Company	Zilkha Energy Company	Farmout Agreement, as amended
EC 328	April 22, 1992 as amended on September 1, 1993	Union Pacific Resources Company	Zilkha Energy Company	Farmout Agreement, as amended
EC 328	August 22, 2001	El Paso Production GOM Inc.	Xxxxx Xxxxxxx Natural Gas Corp.	Agreement of Temporary Reduction of Overriding Royalty Interest
EC 328	December 1, 2004	El Paso Production GOM Inc.	Maritech Resources, Inc.	Agreement of Partial Suspension of Overriding Royalty Interest
EC 328	August 18, 1993, effective August 11, 1993	Zilkha Energy Company	Xxxxx X. Xxxxxxx, et al	Assignment of Net Profits Interest
EC 328	April 1, 1996	Union Pacific Resources Company	Zilkha Energy Company	Assignment of Overriding Royalty in Oil and Gas Lease
EC 328	April 1, 1996	Union Pacific Resources Company	Zilkha Energy Company	Corrective Assignment of Overriding Royalty in Oil and Gas Lease
EC 328	April 1, 1996	Zilkha Energy Company	Xxxxxxx Xxxxxx, et al	Assignment of Net Profits Interest
EC 328	January 1, 2005	Maritech Resources, Inc.	Arena Offshore, LLC	Assignment of Operating Rights and Xxxx of Sale
EC 328	January 1, 1990	Zilkha Energy Company		Incentive Pool Plan, as amended
EC 328	June 20, 1996 but effective April 1, 1996	Union Pacific Resources Company	Zilkha Energy Company	Sale of Interest and Equity Trades Letter Agreement
EC 328	February 1, 2006	Maritech Resources, Inc.	El Paso Production GOM Inc.	Election to Purchase Overriding Royalty Interest
EC 328	February 27, 2006	Maritech Resources, Inc.	Arena Energy, L.L.C.	Election to Purchase Undivided One-half Overriding Royalty Interest
EC 328	June 30, 2005	El Paso E&P Company LP	Maritech Resources, Inc.	Assignment of Overriding Royalty Interest
EC 328	June 30, 2005	Maritech Resources, Inc.	Arena Energy, L.L.C., et al	Assignment of Overriding Royalty Interest
EI 342/343/344	12/19/03	Forest Oil Corporation, operator of Xxxxxx Island Block 342 "C" Platform; Devon Energy Production Company, L.P., et al, working interest owners of Xxxxxx Island Block 342 "C" Platform	Spinnaker Exploration Co. LLC, User, as operator/owner of Xxxxxx Island Block 343 and W/2 of Xxxxxx Island Block 344	Production Processing Handling and Operating Agreement
EI 342/343/344,	12/19/03	Forest Oil Corporation, operator of Xxxxxx Island Block 342 "C" Platform; Devon Energy Production Company, L.P., et al, working interest owners of Xxxxxx Island Block 342 "C" Platform	Spinnaker Exploration Co. LLC, User, as operator	Production Processing Handling and Operating Agreement
EI 342	5/1/1988	Elf Aquitaine Operating, Inc., Operator	Plumb Offshore, Inc. and TXP Operating Company, Non-Operators	Offshore Operating Agreement covering W/2 Block 342
EI 342	5/9/86	Texaco Inc., as First Party	Huffco Petroleum Corporation, as Second Party	Sublease Agreement covering the NW/4 Block 342
EI 342	9/5/84	Texaco Inc. and Tenneco Exploration, Ltd., as First Party	Huffco Petroleum Corporation, as Second Party	Sublease Agreement covering the SW/4 Block 342
EI 342	5/9/86		Huffco Petroleum Corporation	Sublease Agreement covering the NW/4 Block 342
EI 342	9/5/84	Texaco Inc. and Tenneco Exploration, Ltd., as First Party	Huffco Petroleum Corporation, as Second Party	Sublease covering the SW/4 Block 342
EI 342	August 1, 2009	Xxxxx Xxxxxxx Producer Services	MRI	Consent & Assignment of Dreyfus Gas Processing Agreement w/ Targa Resources
EI 342	May 1, 2008	TXP Operating Company	Elf Aquitaine	Gas Balancing Agreement
EI 342	May 1, 2010	Tennessee Pipeline	MRI	HC Liquids Transport Agreement
EI 342	12/1/1984	TXP Operating Company, Plumb Offshore, Inc.	Huffco Petroleum Corp.	Participation Agreement and Operating Agreement covering SW/4 Block 342
EI 342	2/1/1971	Tenneco Oil Company	Texaco Inc	Operating Agreement covering the X/0 Xxxxx 000
XX 000	April 24, 0000	Xxxxxx Xxxxxxxxx Xxxxxxxxxxx, XXX Operating Company	Plumb Offshore, Inc.	Platform Cost Allocation Letter Agreement
EI 342	January 1, 2008 and as amended by July 28,2008	Mariner Energy Resources, Inc., et al, as Owners	Chevron U.S.A. Inc., as Producers, and Mariner Energy, Inc., as Operator	Slot Use Agreement
EI 342	July 28, 2008	Mariner Energy, Inc., Maritech Resources, Inc., and Apache Corporation	Chevron U.S.A. Inc. and Mariner Energy, Inc.	C-5 Well Sidetrack Letter Agreement provides for Chevron and Mariner to take over the C-5 well for purpose of drilling a new sidetrack well and amended certain provisions of the Slot Use Agreement
EC 328	August 22, 2001	El Paso Production GOM Inc.	Xxxxx Xxxxxxx Natural Gas Corp.	Agreement of Temporary Reduction of Overriding Royalty Interest
WD 58	January 1, 1990	Conoco, Inc., et al, as Assignors	Pan Petroleum, Inc., as Assignee	Assignment of Operating Rights regarding call on production and lease termination
WD 58	December 8, 1999	Panaco, Inc.	Basin Exploration, Inc.	Letter Agreement
WD 58	December 23, 1999	Panaco, Inc., as Farmor	Basin Exploration, Inc., as Farmee	Farmout Agreement
WD 58	March 24, 2000	Panaco, Inc.	Basin Exploration, Inc.	Letter Agreement
WD 58	May 11, 2000	Panaco, Inc.	Basin Exploration, Inc.	Letter Agreement
WD 58	July 9, 2001	Panaco, Inc.	Stone Energy Corporation.	Letter Agreement
WD 58	February 22, 2000	Basin Exploration, Inc.	Duke Energy Hydrocarbons, LLC.	Participation Agreement
WD 58	February 22, 2000	Basin Exploration, Inc.	Duke Energy Hydrocarbons, LLC	Assignment of Farmout Agreement
WD 58	May 3, 2000	Basin Exploration, Inc.	Duke Energy Hydrocarbons, LLC.	Letter Agreement
WD 58	May 3, 2000	Basin Exploration, Inc., as Operator	Duke Energy Hydrocarbons, LLC, as Non-operator	Offshore Operating Agreement covers Shallow Rights 0 -- 11,300'
WD 58	May 3, 2000	Stone Energy Corporation	Duke Energy Hydrocarbons, LLC	Amendment to Operating Agreement, amended Exhibit A to include W2SE4 and Stone as successor of Basin
WD 58	January 27, 2004	Stone Energy Corporation	Xxxxxx Energy Offshore, LLC	Amendment to Operating Agreement, amended Insurance Exhibit
WD 58	May 2, 2000	Basin Exploration, Inc. as Farmee	Energy Development Corporation, et al, as Farmors	Farmout Letter Agreement, pertains to deep Rights in SW4 below 11,300' to 14,000' TVD
WD 58	April 28, 2000	Basin Exploration, Inc., as Operator	Energy Development Corporation, et al, as Non-operators	Offshore Operating Agreement pertains to deep Rights in SW4 below 11,300' to 14,000' TVD
WD 58	May 22, 2000	Basin Exploration, Inc.	Duke Energy Hydrocarbons, LLC	Letter Agreement
WD 58	January 16, 2004	Stone Energy Corporation	Entech Enterprises, Inc.	Amendment to Operating Agreement, amended Insurance Exhibit
WD 58	August 9, 2000	Basin Exploration, Inc.	Duke Energy Hydrocarbons, LLC, Energy Development Corporation and Entech Enterprises, Inc.	Letter Agreement, regarding ownership, AFE and cost sharing of installation of caisson and bridge to WD 58 "D" Platform.
WD 58	November 13, 2002	Stone Energy Corporation	Duke Energy Hydrocarbons, LLC, Samedan Oil Corporation and Entech Enterprises, Inc.	Letter Agreement, setting out ownership of WD 58 "E" Caisson as follows: Stone - 70.84%; Duke - 12.5%, Samedan - 15.83%, and Entech - 0.83%
WD 58	Effective May 1, 2000, as amended on January 29, 2001 (First Amendment), May 7, 2001 (Second Amendment), December 14, 2001 (Third Amendment), June 25, 2002 (Fourth Amendment), April 1, 2002 (Fifth Amendment), May 27, 2005 (Sixth Amendment) and October 1, 2005 (Seventh Amendment	Stone Energy Corporation, as Producer	Dynegy Midstream Services, Limited Partnership, as Processor	Natural Gas Processing Agreement
WD 58, WD 59	June 1, 2005 Terminated by 4-9-10 letter	Palm Energy Offshore, L.L.C. Inc., as operator of WD 58 "D" Platform	Stone Energy Corporation, et al, as producers of XX 00 # 0 xxx 0 xxxxx xxx XX 00 # X-0 (E-1) E-2 and E-3 xxxxx	Production Processing Agreement
WD 58 and WD 59, WD 61	April 28, 2010	Maritech Resources, Inc.	Tammany Oil & Gas LLC, et al	Flowline Agreement
WD 59	March 18, 1996	Xxxx Oil and Gas Corporation, as Operator	Enserch Exploration, Inc., The Northwestern Mutual Life Insurance Co., PB-SB Investment Partnership II, and Energy Development Corporation, as Non-operators	Offshore Operating Agreement
WD 58	June 1, 2005 Terminated by 4-9-10 letter	Palm Energy Offshore, L.L.C. Inc., as operator of WD 58 "D" Platform	Stone Energy Corporation, et al, as producers of XX 00 # 0 xxx 0 xxxxx xxx XX 00 # X-0 (E-1) E-2 and E-3 xxxxx	Production Processing Agreement
WD 58 and WD 59	April 28, 2010	Maritech Resources, Inc.	Tammany Oil & Gas LLC, et al	Flowline Agreement

WD 59, 60 and 78	March 18, 1996	Xxxx Oil and Gas Corporation, as Operator	Enserch Exploration, Inc., The Northwestern Mutual Life Insurance Co., PB-SB Investment Partnership II, and Energy Development Corporation, as Non-operators	Offshore Operating Agreement
WD 59	August 9, 1999	Xxxx Oil and Gas Corporation, as Farmor	Basin Exploration, Inc., as Farmee	Farmout Proposal Letter Agreement
WD 59	August 23, 1999	Basin Exploration, Inc.	Northwestern Mutual Life insurance Co., et al	Well Participation Election Letter Agreement
WD 59	October 5, 1999 and effective August 10, 1999	Xxxx Oil and Gas Corporation, as Farmor	Basin Exploration, Inc., as Farmee	Farmout and Exploration Agreement
WD 59	January 19, 2004	Stone Energy, as Operator	The Northwestern Mutual Life Insurance Company and NCX Company, L.L.C., as Non-operators	Amendment to Operating Agreement Insurance Exhibit
WD 59 & WD 62	April 28, 2010, and made effective March 1, 2010	Maritech Resources, Inc., as Processor	Tammany Oil & Gas LLC, et al, as Producers.	Production Handling Agreement pertains to processing of production from WD 59 at WD 62 A Platform
WD 61	February 1, 1998, as amended on April 28, 1998, March 26, 2002 and July 2, 2002	Pioneer Natural Resources USA, Inc., as Farmor	Basin Exploration, Inc., as Farmee	Farmout Agreement
WD 61	April 30, 1998	Basin Exploration, Inc.	GHP Corporation	Prospect Trade Agreement
WD 61	May 22, 1998	Basin Exploration, Inc., as Assignor	GHP Corporation, as Assignee	Assignment of Farmout Agreement
WD 61	April 29, 1998, as amended on October 27, 1998, December 4, 2003 and May 1, 2004	Basin Exploration, Inc., as Operator	IP Petroleum Company, Inc., et al, as Non-Operators	Offshore Operating Agreement
WD 61	January 1, 2002, as amended	Stone Energy Corporation, as Producer	Dynegy Midstream Services, Limited Partnership, as Processor	Natural Gas Processing Agreement
WD 61	February 22, 1999	Pioneer Natural Resources USA, Inc.	Basin Exploration, Inc.	Pipeline Crossing Letter Agreement
WD 61 & WD 62	September 10, 2002	Stone Energy Corporation	Pure Partners, LP, et al	Platform Processing Agreement
WD 61	July 1, 2003	Pioneer Natural Resources USA, Inc., as Farmor	Stone Energy Corporation, as Farmee	Farmout Agreement
WD 61	December 4, 2003	Stone Energy Corporation	NCX Company, L.L.C., as non-operator	Amendment to Operating Agreement Insurance Exhibit
WD 61	April 1, 2010	Targa Resources	MRI	Amendment to add WD 58-59 to Gas Processing Agreement
WD 62	August 10, 2006	ExxonMobil Pipeline Company	Stone Energy Corporation	Connection Agreement
WD 62	January 2, 1990, as amended	Southern Natural Gas Company	Xxxxxx Oil and Gas Corporation	Construction, Installation, Operation and Maintenance of Measurement and Pipeline Facilities Agreement
WD 62	June 1, 2002	Xxxxxx Oil and Gas Corporation	Stone Energy Corporation	Assignment and Xxxx of Sale
WD 62	September 16, 2002 and effective July 1, 2002	Southern Natural Gas Company	Stone Energy Corporation	Adoption, Ratification and Amendment of Construction, Installation, Operation and Maintenance of Measurement and Pipeline Facilities Agreement
WD 63	May 17, 1999	Basin Exploration, Inc.	DETMI Management, Inc.	Participation Agreement
WD 63	May 24, 1999 and as amended January 27, 2004	Basin Exploration, Inc., as Operator	DETMI Management, Inc., as Non-operator	Offshore Operating Agreement
WD 63 & WD 62	September 10, 2002	Stone Energy Corporation as Owner	Duke Energy Hydrocarbons, LLC, et al as Producer	Platform Processing Agreement
WD 63	June 10, 2005	Peregrine Oil & Gas, XX	Xxxxx Energy Corporation	Option Agreement
WD 63	June 10, 2005 as amended on January 25, 2006 and May 12, 2006	Stone Energy Corporation, et al, as Farmor	Peregrine Oil & Gas, LP, as Farmee	Farmout Agreement
MP 99, 160, 163, 175, 185, 187, 200, 207, 211, 232, 233, 241,	11/20/2007, effective 9/1/2007	MAGNUM HUNTER PRODUCTION, INC. (SELLER)	MARITECH RESOURCES, INC. (PURCHASER)	PURCHASE AND SALE AGREEMENT
MP 99, 160, 163, 175, 185, 200,	10/1/2007	MAGNUM HUNTER PRODUCTION, INC. (GATHERER TRANSPORTER)	MARITECH RESOURCES, INC., ET AL (PRODUCERS)	CONDENSATE GATHERING AND TRANSPORTATION AGREEMENT , PROVIDES FOR CONSTRUCTION, INSTALLATION, MAINTENANCE AND ABANDONMENT OF A 12-MILE CONDENSATE PIPELINE, AND RELATED FACILITEIS, COMPRISING THE MAIN PASS PIPELINE SYSTEM
MP 99, 160, 163, 175, 185, 200,	12/14/2007	MAGNUM HUNTER PRODUCTION, INC. (GATHERER TRANSPORTER) JPMORGAN CHASE, ESCROW AGENT	MARITECH RESOURCES, INC., ET AL (PRODUCERS)	ESCROW AGREEMENT, PROVIDES FOR ESTABLISHMENT OF AN ESCROW ACCOUNT TO WHICH THE PARTIES DEPOSIT THEIR PROORTIONATE SHARES OF ABANDONMENT COSTS RELATIVE TO MAIN PASS PIPELINE SYSTEM.
MP 99, 160, 163, 175, 185, 200,	10/1/2007	OFFSHORE SHELF, LLC, ET AL (PROCESSORS)	MARITECH RESOURCES, INC., ET AL (PRODUCERS)	PRODUCTION HANDLING AGREEMENT, PROVIDES FOR HANDLING OF CONDENSATE PRODUCED FROM MAIN PASS PIPELINE SYSTEM XXXXX AT THE MP 108 "A" PLATFORM
MP 99	7/15/2004	FOREST OIL CORPORATION (SELLER)	MAGNUM HUNGER PRODUCTION, INC. (BUYER)	PURCHASE AND SALE AGREEMENT
MP 99	7/27/2004	MAGNUM HUNTER PRODUCTION, INC.	NI ENERGY VENTURE INC.	LETTER OF INTENT: ACQUISITION OF INTEREST
MP 160	2/12/2003	MAGNUM HUNTER PRODUCTION, INC. (OPERATOR)	W&T OFFSHORE, INC. (NON-OPERATOR)	OPERATING AGREEMENT OFFSHORE LOUISIANA, COVERS: (1) S/2S/2 MAIN PASS BLOCK 160 FROM SURFACE TO 3,800' MD; AND (2) MAIN PASS BLOCK 163 FROM 5,500' TO 10,100' TVD
MP 160	2/12/2003	MAGNUM HUNTER PRODUCTION, INC.	W&T OFFSHORE, INC.	PARTICIPATION AGREEMENT
MP 160	6/29/2005, effective 10/1/2003	MAGNUM HUNTER PRODUCTION, INC. (PLATFORM OWNER)	W&T OFFSHORE, INC., ET AL (PRODUCERS)	PRODUCTION HANDLING AGREEMENT, PROVIDES FOR HANDLING OF PRODUCTION FROM MP 163 A-3 WELL AT MP 160 “A” PLATFORM
MP 160	5/10/2002	XXXXXX PETROLEUM OPERATING COMPANY (FARMOR)	MAGNUM HUNTER PRODUCTION, INC. (FARMEE)	FARMOUT AGREEMENT
MP 160	11/12/2002	XXXXXX PETROLEUM OPERATING COMPANY (FARMOR)	MAGNUM HUNTER PRODUCTION, INC. (FARMEE)	FIRST AMENDMENT TO FARMOUT AGREEMENT: EXTENSION OF TIME
MP 160	2/19/2003	XXXXXX PETROLEUM OPERATING COMPANY (FARMOR)	MAGNUM HUNTER PRODUCTION, INC. (FARMEE)	SECOND AMENDMENT TO FARMOUT AGREEMENT
MP 160	4/9/2003	XXXXXX PETROLEUM OPERATING COMPANY (FARMOR)	MAGNUM HUNTER PRODUCTION, INC. (FARMEE)	THIRD AMENDMENT TO FARMOUT AGREEMENT
MP 160	6/3/1996 Effective 4/1/1996	XXXXXX EXPLORATION AND PRODUCTION COMPANY	XXXXXX PETROLEUM OPERATING COMPANY	ACT OF EXCHANGE
MP 163	2/12/2003	MAGNUM HUNTER PRODUCTION, INC. (OPERATOR)	W&T OFFSHORE, INC. (NON-OPERATOR)	OPERATING AGREEMENT OFFSHORE LOUISIANA, COVERS MP 163 FROM 5,500’ TO 10,100’ TVD
MP 163	2/12/2003	MAGNUM HUNTER PRODUCTION, INC.	W&T OFFSHORE, INC.	PARTICIPATION AGREEMENT
MP 163, 164 AND 178	6/29/2005 Effective 10/1/2003	MAGNUM HUNTER PRODUCTION, INC. (PLATFORM OWNER)	W&T OFFSHORE, INC., ET AL (PRODUCERS)	PRODUCTION HANDLING AGREEMENT PROVIDES FOR HANDLING OF PRODUCTION FROM MP 163 #3 WELL AT MP 164 “A” AND MP 178 “A” PLATFORMS
MP 163	5/10/2002	XXXXXX PETROLEUM OPERATING COMPANY (FARMOR)	MAGNUM HUNTER PRODUCTION, INC. (FARMEE)	FARMOUT AGREEMENT
MP 163	11/12/2002	XXXXXX PETROLEUM OPERATING COMPANY (FARMOR)	MAGNUM HUNTER PRODUCTION, INC. (FARMEE)	FIRST AMENDMENT TO FARMOUT AGREEMENT: EXTENSION OF TIME
MP 163	2/19/2003	XXXXXX PETROLEUM OPERATING COMPANY (FARMOR)	MAGNUM HUNTER PRODUCTION, INC. (FARMEE)	SECOND AMENDMENT TO FARMOUT AGREEMENT
MP 163	4/9/2003	XXXXXX PETROLEUM OPERATING COMPANY (FARMOR)	MAGNUM HUNTER PRODUCTION, INC. (FARMEE)	THIRD AMENDMENT TO FARMOUT AGREEMENT
MP 163	6/3/1996 Effective 4/1/1996	XXXXXX EXPLORATION AND PRODUCTION COMPANY	XXXXXX PETROLEUM OPERATING COMPANY	ACT OF EXCHANGE
MP 175	4/1/2008	MARITECH RESOURCES, INC. (PROCESSOR)	MARITECH RESOURCES, INC., ET AL (PRODUCERS)	PRODUCTION HANDLING AGREEMENT, PROVIDES FOR HANDLING OF PRODUCTION FROM MP 185 AT THE MP 175 "A" PLATFORM
MP 175	4/1/2008	MARITECH RESOURCES, INC. (PROCESSOR)	MARITECH RESOURCES, INC., ET AL (PRODUCERS)	PRODUCTION HANDLING AGREEMENT, PROVIDES FOR HANDLING OF PRODUCTION FROM MP 200 AT THE MP 175"A" PLATFORM
MP 175	6/1/2006	FAIRWAYS OFFSHORE EXPLORATION, INC., ET AL (SELLERS)	MAGNUM HUNTER PRODUCTION, INC. (BUYER)	ASSET SALE LETTER AGREEMENT, SALE/PURCHASE OF 100% RECORD TITLE INTEREST IN MP 175
MP 175	7/22/2005, effective 1/1/2005	DEVON ENERGY PRODUCTION COMPANY, L.P., ET AL (SELLER)	MARITECH RESOURCES, INC. (BUYER)	PURCHASE AND SALE AGREEMENT, 42.49985% RECORD TITLE; 21.24992% OPERATING RIGHTS FROM 4,400' TVD TO 50,000' TVD
MP 175	6/16/2006	MAGNUM HUNTER PRODUCTION, INC.	TETRA APPLIED TECHNOLOGIES, LP	LETTER AGREEMENT: RIGHT OF FIRST REFUSAL OF P&A OPERATIONS
MP 175	12/17/1992	TEXAS EASTERN TRANSMISSION CORP.	GENERAL ATLANTIC RESOURCES, INC. (PRODUCER)	GAS MEASUREMENT & PIPELINE CORROSION INHIBITOR INJECTION AGREEMENT
MP 175	9/24/1992	OPI INTERNATIONAL, INC.	GENERAL ATLANTIC RESOURCES, INC.	CONTRACT FOR THE TRANSPORTATION & INSTALLATION OF FOUR-PILE PLATFORM
MP 175	9/17/1992	TEXAS EASTERN TRANSMISSION CORP.	GENERAL ATLANTIC RESOURCES, INC. (PRODUCER)	FACILITIES INTERCONNECT & REIMBURSEMENT AGREEMENT (LETTER AGREEMENT)
MP 178	8/21/2006	SOJITZ ENERGY VENTURE, INC.	CIMAREX ENERGY CO.	LETTER AGREEMENT: WITHDRAWAL BY SOJITZ
MP 178	8/1/2004	MAGNUM HUNTER PRODUCTION, INC. (SELLER)	NI ENERGY VENTURE, INC. (BUYER)	PURCHASE AND SALE AGREEMENT
MP 178	1/3/2002	THE CIT GROUP – EQUIPMENT FINANCING, INC.	MAGNUM HUNTER PRODUCTION, INC.	EQUIPMENT SCHEDULE C-1 TO MASTER LEASE AGREEMENT
MP 178	10/17/2001	TEXAS EASTERN TRANSMISSION CORP. (FORMERLY DUKE ENERGY CO.)	MAGNUM HUNTER PRODUCTION, INC.	OPERATION & MAINTENANCE AGREEMENT – INTERCONNECTION AGREEMENT FOR MP 178/164
MP 178	11/17/1999	UNION PACIFIC RESOURCES COMPANY (SELLER)	MAGNUM HUNTER RESOURCE, INC. (BUYER)	PURCHASE AND SALE AGREEMENT
MP 185	5/1/2003	MAGNUM HUNTER PRODUCTION, INC. (OPERATOR)	W&T OFFSHORE, INC., ET AL (NON-OPERATORS)	OPERATING AGREEMENT OFFSHORE LOUISIANA, COVERS ALL OF MP 185
MP 185	4/1/2008	MARITECH RESOURCES, INC. (PROCESSOR)	MARITECH RESOURCES, INC., ET AL (PRODUCERS)	OPERATING AGREEMENT OFFSHORE LOUISIANA, PRODUCTION HANDLING AGREEMENT, PROVIDES FOR HANDLING OF MP 185 PRODUCTION AT THE MP 175 "A" PLATFORM
MP 200	7/12/2002	MAGNUM HUNTER PRODUCTION, INC. (OPERATOR)	REMINGTON OIL AND GAS CORPORATION (NON-OPERATOR)	OPERATING AGREEMENT COVERS ALL OF MP 200
MP 200	4/1/2008	MARITECH RESOURCES, INC. (PROCESSOR)	MARITECH RESOURCES, INC., ET AL (PRODUCERS)	PRODUCTION HANDLING AGREEMENT, PROVIDES FOR HANDLING OF MP 200 PRODUCTION AT THE MP 175 "A" PLATFORM
MP 207	7/1/2001	MAGNUM HUNTER PRODUCTION, INC. (OPERATOR)	REMINGTON OIL AND GAS CORPORATION (NON-OPERATOR)	OPERATING AGREEMENT OFFSHORE LOUISIANA, COVERS ALL OF MP 207
MP 207	12/1/2005	MAGNUM HUNTER PRODUCTION, INC. (PLATFORM OWNER)	SOJITZ ENERGY VENTURE, INC., ET AL (PRODUCER)	PRODUCTION HANDLING AGREEMENT, PROVIDES FOR HANDLING OF MP 207 PRODUCTION AT THE MP 178 "A" PLATFORM
MP 207	9/7/2004 effective 7/1/2004	MAGNUM XXXXX PRODUCTION, INC. (SELLER)	NI ENERGY VENTURE INC. (BUYER)	PURCHASE, SALE AND PARTICIPATION AGREEMENT
MP 207	7/27/2004	MAGNUM HUNTER PRODUCTION, INC.	NI ENERGY VENTURE INC.	LETTER OF INTENT: ACQUISITION OF INTEREST
MP 207	9/5/2003	MAGNUM HUNTER PRODUCTION, INC.	NI ENERGY VENTURE	LETTER AGREEMENT: MARKETING
MP 207	9/1/2004	MAGNUM HUNTER PRODUCTION, INC.	NI ENERGY VENTURE	FIRST AMENDMENT TO LETTER AGREEMENT: MARKETING INCLUDES MP 207
MP 211	5/1/2002	MAGNUM HUNTER PRODUCTION, INC. (OPERATOR)	REMINGTON OIL AND GAS CORPORATION (NON-OPERATOR)	OPERATING AGREEMENT OFFSHORE LOUISIANA, COVERS ALL OF MP 211
MP 211, 232, 233, 241	10/1/2008	PALM ENERGY OFFSHORE, LLC, ET AL (OPERATOR)	MARITECH RESOURCES, INC. (PRODUCER)	PRODUCTION HANDLING AGREEMENT, PROVIDES FOR PROCESSING OF PRODUCTION FROM XX 000, 000, 000 & 000 XX THE MP 265 "A" PLATFORM. THIS PHA SUPERCEDES PHA DTD 10/20/2005 BETWEEN EL PASO PRODUCTION USA, L.P. AND MARITECH RESOURCES, INC.
MP 211, 232, 233, 241	2/4/2009, effective 10/1/2008	PALM ENERGY OFFSHORE, LLC, ET AL (OPERATOR)	MARITECH RESOURCES, INC. (PRODUCER)	FIRST AMENDED PRODUCTION HANDLING AGREEMENT, SUPERCEDES PHA DTD 10/1/2008 BETWEEN PALM AND MARITECH.
MP 211, 232, 241	2/9/2009, effective 10/1/2008	MARITECH RESOURCES, INC. (PLATFORM OPERATOR/GATHERER)	ENERGY RESOURCE TECHNOLOGY (GOM), INC., ET AL (PRODUCERS)	GATHERING AND PRODUCTION HANDLING AGREEMENT, PROVIDES FOR GATHERING OF PRODUCTION FROM MP 211, 232 AND 241 AND HANDLING OF PRODUCTION AT THE MP 265 "A" PLATFORM
MP 232	5/1/2001	MAGNUM HUNTER PRODUCTION, INC. (OPERATOR)	REMINGTON OIL AND GAS CORPORATION (NON-OPERATOR)	OPERATING AGREEMENT OFFSHORE LOUISIANACOVERS ALL OF MP 232
MP 233	7/1/2002	MAGNUM HUNTER PRODUCTION, INC. (OPERATOR)	REMINGTON OIL AND GAS CORPORATION (NON-OPERATOR)	OPERATING AGREEMENT OFFSHORE LOUISIANA, COVERS ALL OF MP 233
MP 233	2/9/2009, effective 10/1/2008	ENERGY RESOURCE TECHNOLOGY (GOM), INC., ET AL (PRODUCERS)	MARITECH RESOURCES, INC. (PLATFORM OPERATOR/GATHERER)	GATHERING AND PRODUCTION HANDLING AGREEMENT, PROVIDES FOR GATHERING OF PRODUCTION FROM MP 233 AND HANDLING OF PRODUCTION AT THE MP 265 "A" PLATFORM
MP 233	2/13/2009, effective 1/1/2009	MARITECH RESOURCES, INC. (CONTRACT OPERATOR)	ENERGY RESOURCE TECHNOLOGY (GOM), INC.	AGREEMENT FOR CONTRACT OFFSHORE OPERATIONS, PROVIDES FOR CONTRACT OPERATIONS PERFORMED BY MARITECH FROM THE MP 242 "A" PLATFORM
MP 241	11/20/2007	MAGNUM HUNTER PRODUCTION, INC. (OPERATOR)	REMINGTON OIL AND GAS CORPORATION (NON-OPERATOR)	OPERATING AGREEMENT OFFSHORE LOUISIANA, COVERS ALL OF MP 241
MP 242	6/30/2005	EL PASO PRODUCTION COMPANY, ET AL (SELLER)	MARITECH RESOURCES, INC. (BUYER)	PURCHASE AND SALE AGREEMENT, EXHIBIT 2.1 PROVIDES AMOUNTS OF ABANDONMENT CONTRIBUTIONS
MP 242	3/9/2006	EL PASO PRODUCTION COMPANY, ET AL (SELLER)	MARITECH RESOURCES, INC. (BUYER)	AMENDMENT TO PURCHASE AND SALE AGREEMENT, REPLACES EXHIBIT 2.1 WITH NEW EXHIBIT 2.1 "PURCHASE PRICE PAYMENT" -- ABANDONMENT CONTRIBUTIONS


MP 211, 232, 233, 000	00-0-00	DCP Mobile Bay Processing (Processor)	MARITECH RESOURCES, INC. (PRODUCER)	GAS PROCESSING AGREEMENT
MP 99, 160, 163, 175, 185, 200,	6/17/2008	W&T OFFSHORE, INC.	MARITECH RESOURCES, INC.	FLASH GAS MARKETING LETTER AGREEMENT
MP 99, 160, 163, 175, 185, 200,	2/17/2011	W&T OFFSHORE, INC.	MARITECH RESOURCES, INC.	LETTER AGREEMENT -- TRANSPORTATION OF CONDENSATE THRU LLOG PIPELINE
Timbalier Bay	10/25/2007	CHEVRON PIPELINE COMPANY	MARITECH TIMBALIER BAY, L.P.	CONNECTION AGREEMENT, PROVIDES FOR CONNECTION OF MARITECH'S LATERAL PL TO CHEVRON'S FOURCHON TERMINAL PL
Timbalier Bay	7/7/2005, effective 4/1/2005	PIONEER NATURAL RESOURCES USA, INC.	MARITECH RESOURCES, INC.	PURCHASE AND SALE AGREEMENT
Timbalier Bay	4/16/2007	CHEVRON PIPELINE COMPANY	MARITECH RESOURCES, INC.	LETTER AGREEMENT
Timbalier Bay	10/1/2008	ENERGY XXI GOM, LLC	MARITECH RESOURCES, INC.	SCRUBBER LIQUIDS HANDLING AGREEMENT
Timbalier Bay	April 1, 2010	Targa Resources	MARITECH RESOURCES, INC.	Gas Processing Agreement
Timbalier Bay	9/2/2005	SHELL Trading US Company	MARITECH RESOURCES, INC.	Crude Sales Contract
Timbalier Bay	3/1/2007	MARITECH TIMBALIER BAY, L.P.	ENERGY XXI GOM, L.L.C.	TIMBALIER BAY INTERCONNECTING PIPELINE CONSTRUCTION AND OPERATING AGREEMENT PROVIDES FOR CONSTRUCTION AND OPERATION OF INTERCONNECTING LATERAL P/L AND GATHERING OF PRODUCTION FROM TIMBALIER BAY FIELD AND SOUTH TIMBALIER BLOCK 21

EXHIBIT 1.1 (H) - RELATED ASSETS

Attached to and made a part of that certain

Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011,

by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

PLATFORMS OPERATED
				LATITUDE			LONGITUDE
Block / Lease Platform Description		Lease (OCS #)	Facility ID Station	X	X	SEC	X	X	SEC	Year Installed	Water Depth	Deck Height	MRI Working Interest	STRUCTURE TYPE	NO. OF SLOTS	FUNCTION

OGSYS PN#

EAST CAMERON 328
5100501	EC 328 B	G10638	1991-1	28	10	26.35	92	41	7.883	2007	243	57.00	50.000%	4-P	10	PROD
	EC 328 C	G10638	2387-1	28	10	48.25	92	41	40.27	2010	243	60.00	50.000%	0-X	0	XX

XXXX XXXX XXXX
0000000	MP 99	G21703	1475-1	29	34	0.85	88	39	32.98	2004	65	52	100.000%	B-CAIS	1	WP

7510500	MP 160	G5245	1292-1	29	38	39.26	88	30	43.06	2003	124	60	60.000%	B-CAIS	1	WP

7520500	MP 164	G21143	948-1	29	38	12.06	88	29	15.58	2001	135	72.6	100.000%	TRI	2	JUNC

7550500	MP 175	G08753	24126-1	29	34	40.93	88	21	17.57	1992	137	52.6	100.000%	4-P	4	PROD

7570500	MP 178	G18105	972-1	29	34	36.23	88	28	22.03	2001	150	58.3	100.000%	TRI	3	PROD

7610001	MP 185 (Subsea)	G25033	N/A	29	32	47.85	88	21	57.02	2005	155	NA	46.670%	NONE	1

7630001	MP 187 (Subsea)	G02157	N/A	29	32	48.43	88	16	31.39	2006	142	NA	100.000%	NONE	1

7640001	MP 200 (Subsea)	G23979	N/A	29	29	45.39	88	19	32.4	2006	163	NA	50.000%	NONE	1

7660500	MP 207	G22802	1503-1	29	27	50.23	88	34	45.96	2005	174	56	40.000%	TRI	3	PROD

7680001	MP 211 (Subsea)	G22803	N/A	29	26	30.48	88	21	43.23	2006	178	NA	50.000%	NONE	1

7700002	MP 232 (Subsea)	G22806	N/A	29	25	0.03	88	23	16.39	2007	178	NA	50.000%	NONE	1

7720002	MP 241 (Subsea)	G22808	N/A	29	22	49.3	88	23	51.75	2006	186	NA	50.000%	NONE	1

8030500	MP 242 A Platform	G12096	672-1	29	21	50.19	93	19	0.413	2000	196.00	59	100.000%	TRI	3	PROD

TIMBALIER BAY
8300522	SF 1 & 22 well cribbings/flflowlines, 6 valve plats, gas Junc. Plat	PP-192	State	29	5	29	90	18	30	1950	5	14.00	100.000%			JUNC
8300523	SF 4A & 3 well cribbings/flow lines, 6 valve plats	PP-192	State	29	5	15.23	90	17	48.15	2007	9	14.70	100.000%			PROD

8300529	SF 5 A & 35 well cribbings and flowlines		State	29	4	39.4	90	19	2.8	2009	5	16.00	100.000%			PROD

8300521	SF CF & 30 well cribbings, flow lines, 2 SWD xxxxx, 1 valve plat, XX0, XX0, Sat. Bulk Header Plat, PL Pump plat	Cent Fac	State	29	4	6	90	19	27	1950	5	Various	100.000%			PROD
8300520	Comp Station & Dehy Plat, Air Comp Plat, Gen. Bldg., MRI Qtrs., Camp Hill Bldg.		State													PROD

WEST DELTA 58
8496500	E PLATFORM	G00146	773-1	29	1	14.33	89	31	53.45	2000	49	51.75	70.840%	CAIS	3	WP

WEST DELTA 59
8497501	CAISSON #1	G16473	600-1	29	0	45.58	89	32	37.52	2002	60	40	46.930%	CAIS	1	WP
8497502	CAISSON #2	G16473	856-1	29	0	14.24	89	33	22.24	2001	60	40	46.930%	CAIS	1	WP

WEST DELTA 61
8498500	B PLATFORM	G03186	368-1	29	0	44.7	89	36	35.19	1998	105	55	90.000%	4-P	3	PROD
8498501	C PLATFORM	G03186	1480-1	29	0	12.37	89	37	50.66	2004	133	56	90.000%	B-CAIS	1	WP

WEST DELTA 62
8499500	A Platform	G23559	23817-1	29	1	19.59	89	39	49.54	1998	120	51.7	100.000%	6-P	4	PROD

WEST DELTA 63
8500500	A Platform	G19839	582-1	29	0	38.51	89	40	28.53	1999	136	45	100.000%	4-P	2	WP

EXHIBIT 1.1 (J) VEHICLES AND VESSELS

Attached to and made a part of that certain Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011, by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

		Registration		Type	Propulsion		Hull
Vessel	Registration No.	Expiration Date	Decal No.	Propulsion	Serial Number	Hull Description	Manufacturer	Hull ID No.
MV Miss Annalisa	LA-0903-HA	9/12/2013	09356-13	GM 6V-71(165HP)	N/A	1968 - 26' Alum Joboat	N/A	N/A
MV Xxxx Xxxxx	APPLIED 8/16/2010				NA	1979 - 26 ft Monarch Alum Joboat	Monarch	MAK35330099
MV Miss Xxxxxxx	LA-7818-BK	9/23/2012	107443-12	GM 6V-71(165HP)	N/A	1985 - 29' Alum Joboat	HMDE	LAZ01514H585
MV Xxxx Xxxxx	LA-3331-BB	8/11/2013	087158-13	GM 6V-71(165HP)	N/A	1983 - 30' Alum Joboat	HMDE	LAZ49794J583
MV Miss Xxxxxxx	LA-1272-BD	2/27/2011	033025-11	GM 6V-71(165HP)	N/A	1984 - 29' Alum Joboat	HMDE	LAZ25744B084
MV Miss Xxxxxxxx	Official USCG # 1178756	8/6/2010	-	2 - 225 HP Honda	N/A	2005 - 34' Aluminum	BPL Boats	LQNWK003D505
MV Miss Xxx	LA-8695-FW	10/1/2013	105757	2 - 150 HP Yamaha	63 PX 1094084 63PX 1093629	2010 - 26' 06" Aluminum	Xxxxxx'x	GOK01677G010
MV Xxxxxx L	N/A	NA	NA	1 - 90 HP Honda	N/A	20' Aluminum Joboat	N/A	N/A
MV Miss Suzy	APPLIED 11/1/2010			2 - 200 HP Yamaha	60LX102901 60MX1001844	2010 - 28' 06" Aluminum	Xxxxxx'x	GOK01687H010
GPC Work Barge 14511	LA-4552-BU	9/23/2012	107213-12	TWIN GM 6-71(180HP)	N/A	1978 - 88' Steel Work Barge	N/A	N/A
Miss Xxxx - Xxxxxxxx Xxxxx	000000	XX	X/X	X/X	X/X	0000 - 120.1x30.1x6.6 Steel Barge	X/X	X/X
Xxxxxxxx Xxxxx	XX-0000-XX	5/26/2013	047636-13	N/A	N/A	2004 - 10' x 18' x 24" Alum. Barge	Xxxxx	LQWBG001D404
Flatboat - Flying Handrail	LA-2736-FF	3/12/2011	033027-11	25 hp Yamaha		2001 15' Alum Flatboat	Xxxxx	HKO43634A002
Flatboat - The Hand	LA-6049-FH	6/25/2009	059151	25 hp Yamaha		2003 16' Alum Flatboat	Xxxxx	HKO43756E303
Flatboat - SF#5	LA-8367-FJ	4/22/2013	039149-13	25 hp Yamaha		2004 16' Alum Flatboat	Xxxxx	HKO43820C404
Flatboat	LA-7421-FP	3/19/2013	030767-13	25 hp Yamaha		2007 16' Alum Flatboat	Xxxxx	HKO44063B707
Vechicles
Division	VIN	State	Make Name	VIN Model	Mailings	Model Year	Model Name	Lic Plate
MARITECH	0XXXX00X00XX00000	LA	FORD	F150	XXXXXXXXX0	0000	F150	B550543
MARITECH	0XXXX00X00XX00000	LA	FORD	F150	LAFAYETTE	2005	F150	B550534

Exhibit 1.2 (K) - Excluded Claims

Attached to and made a part of that certain Purchase and Sale Agreement

dated effective April 1, 2011, but effective January 1, 2011, by and between

Maritech Resources, Inc. and Xxxx Exploration Company LLC

TAXES

Xxxxxxx Xxxxxxx, Secretary, Louisiana Department of Revenue and Taxation vs. Maritech Resources, Inc., Docket No. 597831 in the 19th Judicial District, State of Louisiana, Parish of Baton Rouge.

The Plaintiff in this proceeding alleges that Seller underpaid severance taxes on crude oil during the period from January 1, 2007 through December 31, 2010 with respect to “crude oil produced in Louisiana from the following fields, including but not limited to; Timbalier Bay, Ship Shoal Block 47 and Lake Hermitage.”

EXHIBIT 1.2 (N)

EC 328 “A” Platform P&A Obligations

Attached to and made a part of that certain

Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011,

by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

1.	Maritech retains all of its right, title and interest in the EC 328 “A” Platform toppled platform located in Xxxx Xxxxxxx, Xxxxx 000:

Xxxx Xxxxxxx, Xxxxx 328

Platform ID		Lease Number	Platform	Location
	27008 - 1	G-10638	A	EC 328: 3,428’ FNL; 7,013’ FWL

EXHIBIT 1.2 (O) – Excluded Property and Easements

Attached to and made a part of that certain Purchase and Sale Agreement

dated effective April 1, 2011, but effective January 1, 2011, by and between

Maritech Resources, Inc. and Xxxx Exploration Company LLC

NONE

EXHIBIT 1.2 (P) – Disposal Vessels and Equipment

Attached to and made a part of that certain Purchase and Sale Agreement

dated effective April 1, 2011, but effective January 1, 2011, by and between

Maritech Resources, Inc. and Xxxx Exploration Company LLC

TIMBALIER BAY FIELD

LAFOURCHE PARISH, LOUISIANA

·	4 vessels located on a storage barge located in the Timbalier Bay field on the northside of the compressor complex. The vessels are currently, as of March 31, 2011, located on the storage barge and consist of the following:

o	12’ x 34” separator

o	Heater from SF4

o	Small storage tank

o	Heater from SF5

·	Maritech is in the process of cleaning and removing the vessels from the barge and the Timbalier Bay field

EXHIBIT 15.2 (A)

Attached to and made a part of that certain Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011, by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

ASSIGNMENT, CONVEYANCE, AND XXXX OF SALE

This Assignment, Conveyance, and Xxxx of Sale (“Assignment”), dated effective as of 7:00 a.m. local time where the Lands (as defined below) are located on the 1st day of January, 2011 (the “Effective Time”), is from Maritech Resources, Inc., a Delaware corporation, whose address is 00000 Xxxxxxxxxx 00 Xxxxx, Xxx Xxxxxxxxx, Xxxxx 00000 (“Assignor”) to Xxxx Exploration Company LLC, a Delaware limited liability company, whose address is 0000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (“Assignee”).

FOR AND IN CONSIDERATION of the sum of One Hundred and No/100 Dollars ($100.00) in hand paid by Assignee to Assignor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby ASSIGN, TRANSFER, CONVEY and DELIVER unto Assignee all of Assignor’s right, title and interest in and to the following (collectively, the “Assets”).

(A)

(B)	the facilities and lands described on Exhibit 1.1(B) (the “Properties”);

(C)	All xxxxx located on or associated with the Leases or Lands (whether producing, not producing or abandoned) (the “Xxxxx”), including, without limitation, the Xxxxx identified on Exhibit 1.1(C);

(D)

To the extent assignable or transferable, all easements, rights of way, licenses, permits, servitudes and other rights, privileges, benefits and powers to the extent used in connection with the operation of the Leases, Units (as hereinafter defined), Xxxxx, or Related Assets (hereinafter defined) (collectively, the “Easements”), including, without limitation, the Easements identified on Exhibit 1.1(D);

(E)

(F)	All of the oil and gas and associated hydrocarbons in, on and under or that may be produced from or otherwise attributable to the Lands, the Leases, the Units or the Properties (“Hydrocarbons”) from and after the Effective Time;

(G)

To the extent assignable and applicable to the Assets, all hydrocarbon purchase and sale agreements, farmin agreements, farmout agreements, bottom hole agreements, acreage contribution agreements, operating agreements, unit agreements, processing agreements, options, leases of equipment or facilities, joint venture agreements, pooling agreements, transportation agreements, rights-of-way and other contracts, agreements and rights, which are owned by Assignor, in whole or in part, and are appurtenant to the Leases, Lands, Xxxxx, Units or Properties, or used in connection with the sale, distribution or disposal of Hydrocarbons or water from the Leases, Lands, Xxxxx, Units or Properties (collectively, the “Contracts”), including, without limitation, the Contracts identified on Exhibit 1.1(G);

(H)

All well equipment; platforms, caissons and other such structures; pipelines, flowlines, gathering systems, plants, piping, buildings, treatment facilities, disposal facilities, injection facilities, compressors, casing, tanks, tubing, pumps, pumping units, motors, fixtures, machinery and other equipment located in or on the Leases, Lands, Xxxxx, Units or Properties or used in the operation thereof which are owned by Assignor, in whole or in part (the “Related Assets”), including, without limitation, the Related Assets identified on Exhibit 1.1(H);

(I)	To the extent assignable, all governmental permits, licenses and authorizations, as well as any applications for the same, related to the Leases, Lands, Xxxxx, Units, Properties, Contracts or Related Assets, or the use thereof;

(J)	All vessels and vehicles used in the operation of the Assets, including without limitation the vessels and vehicles listed on Exhibit 1.1(J); and

(K)

All of Assignor’s files, records and data relating to the items described in subsections (A) through (J) above, including, without limitation, all lease, well, division order and other title records (including title curative documents); surveys, maps and drawings; contracts; correspondence; regulatory, geological records and information; production records, electric logs, core data, pressure data, decline curves, graphical production curves and all related matters and construction documents; and Assignor’s proprietary geophysical and seismic records and interpretations of same, data and related information, if any, that is not subject to contractual restrictions on disclosure or transfer (collectively, the “Records.”)

TO HAVE AND TO HOLD the Assets, together with all the property, rights, privileges, benefits and appurtenances in any way belonging to, incidental to, or appertaining thereto, unto Assignee and its successors and assigns forever, subject to the reservation, exception, and other matters in this Assignment.

The Assets do not include, and Assignor expressly reserves and excepts from this Assignment, the following (collectively, the “Excluded Assets”):

(A)

(B)

to the extent monetary settlement for same is received by Buyer or Seller within eighteen (18) months after May 31, 2011, all claims of Assignor for refunds of or loss carry forwards with respect to (i) ad valorem, severance, production or any other taxes attributable to any period prior to the Effective Time, (ii) income or franchise taxes of Assignor, or (iii) any taxes attributable to the other Excluded Assets, and such other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including refunds of amounts paid under any gas gathering or transportation agreement;

(C)

all proceeds, income or revenues (and any security or other deposits made) attributable to (i) to the extent monetary settlement for same is received by Buyer or Seller within eighteen (18) months after May 31, 2011, the Assets for any period prior to the Effective Time, or (ii) any other Excluded Assets;

(D)

all of Assignor’s proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property;

(E)

all of Assignor’s rights and interests in geological and geophysical data which cannot be transferred without the consent of, or payment to, any third party unless Assignee obtains the applicable consent or makes the applicable payment;

(F)

all documents and instruments of Assignor that are protected by an attorney-client privilege (other than title opinions);

(G)

data and other information that cannot be disclosed or assigned to Assignee as a result of confidentiality or similar arrangements under agreements with persons unaffiliated with Assignor;

(H)

any and all files, records, contracts and documents relating to Assignor’s efforts to sell the Assets (or any other discussions or negotiations regarding the sale or other disposition of any of the Assets), including any research, valuation or pricing information prepared by Assignor and/or its consultants in connection therewith, and any bids received for such interests and information and correspondence in connection therewith;

(I)

to the extent monetary settlement for same is received by Buyer or Seller within eighteen (18) months after May 31, 2011, all audit rights arising under any of the Contracts or otherwise with respect to any period prior to the Effective Time or with respect to any of the other Excluded Assets;

(J) all corporate, partnership, and income tax records of Assignor;

(K)

all claims arising from acts, omissions or events, or damage to or destruction of the Assets before the Effective Time listed on Exhibit 1.2(K) of the Purchase and Sale Agreement and all rights, titles, claims and interests of Assignor related thereto (i) under any policy or agreement of insurance or indemnity, (ii) under any bond or letter of credit, or (iii) to any insurance or condemnation proceeds or awards;

(L)

all bonds posted by Assignor;

(M)

all of Assignor’s right, title and interest in, to and under the Contribution Agreements, as more fully described in the Purchase and Sale Agreement, as defined herein;

(N)

(O)

the property described in Exhibit 1.2(O) of the Purchase and Sale Agreement, together with an undivided interest in all easements, rights-of-way, licenses, permits, servitudes, surface leases, surface use agreements, and similar rights, obligations and interests, to the extent they are attributable and allocable to rights and interests so retained by Assignor; and

(P)

the equipment, material and barge currently located at Timbalier Bay and described on Schedule 1.2(P) of the Purchase and Sale Agreement.

The Assets are hereby assigned and conveyed by Assignor and accepted by Assignee without warranty of title express, implied, or statutory.

EXCEPT AS EXPRESSLY PROVIDED IN THE PURCHASE AND SALE AGREEMENT AS DEFINED HEREIN, THE ASSETS ARE TO BE HEREBY ASSIGNED “AS IS AND WHERE IS,” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE. ASSIGNEE HEREBY ACCEPTS THE ASSETS “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. ASSIGNOR AND ASSIGNEE FURTHER NEGATE ANY RIGHTS OF ASSIGNEE UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY ASSIGNEE FOR DAMAGES BECAUSE OF REDHIBITORY VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN.

Notwithstanding the above limitation of warranties, this Assignment is made with rights of substitution and subrogation of Assignee in and to all rights and actions of warranty against previous owners, assignors and grantors, to the extent the same are transferable.

This Assignment is made subject to and is burdened by the terms, covenants and conditions contained in all valid and subsisting product sales contracts, processing contracts, gathering contracts, transportation contracts, farm-in and farm-out contracts, areas of mutual interest, operating agreements, balancing contracts, and other contracts, agreements and instruments relating to or burdening the Assets; and on and after the Effective Time, Assignee agrees to be bound by, assume the obligations arising under, and perform all of the terms, covenants and conditions contained therein.

This Assignment is made subject to all applicable laws, statutes, ordinances, permits, decrees, orders, judgments, rules and regulations that are promulgated, issued or enacted by a governmental entity having jurisdiction, and Assignee agrees to comply with the same on and after the Effective Time.

The terms, covenants and conditions contained in this Assignment are binding upon and inure to the benefit of the Parties and their respective successors and assigns, and such terms, covenants and conditions are covenants running with the land and with each subsequent transfer or assignment of the Assets or any part thereof.

This Assignment is made in accordance with and is subject to the terms, covenants and conditions contained in that certain Purchase and Sale Agreement dated March __, 2011, by and between Assignor, and Assignee (the “Purchase and Sale Agreement”), a copy of which can be obtained from Assignee at the above referenced address. The terms and conditions of the Purchase and Sale Agreement are incorporated herein by reference, and if there is a conflict between the provisions of the Purchase and Sale Agreement and this Assignment, the provisions of the Purchase and Sale Agreement shall control.

This Assignment is intended to assign and convey all the Assets being assigned and conveyed pursuant to the Purchase and Sale Agreement. Some of the Assets assigned by this

Assignment may require approval to transfer by a government entity, and as such may require separate assignment instruments made on officially approved forms, or forms acceptable to such government entity, in sufficient multiple originals to satisfy applicable statutory and regulatory requirements. The interests conveyed by such separate assignments are the same, and not in addition to, the interests conveyed in this Assignment.

This Assignment may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

EXECUTED on the respective dates set forth in the acknowledgments below but effective for all purposes as of the Effective Time.

ASSIGNOR

MARITECH RESOURCES, INC.

By:

Xxxxx X. Xxxxxxxx, President

ASSIGNEE

XXXX EXPLORATION COMPANY LLC

By:

Xxxxx X. Xxxxxx, President

EXHIBIT 15.2 (B)

Attached to and made a part of that certain Purchase and Sale Agreement dated April 1, 2011, but effective January 1, 2011, by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC

Certificate as to Non-Foreign Status

Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a buyer of a U.S. real property interest must withhold tax if the transferor is a “foreign person” as defined in the Code. For U.S. tax purposes (including section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee, Xxxx Exploration Company LLC, a Delaware limited liability company (“Buyer”), that withholding of tax is not required upon the disposition by Maritech Resources, Inc., a Delaware corporation (“Seller”), of a U.S. real property interest in various offshore Louisiana and Outer Continental Shelf oil and gas leases and related properties, the undersigned hereby certifies the following on behalf of Seller:

1.	Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Treasury Regulations promulgated thereunder);

2.	Seller is not a disregarded entity as defined in Treasury Regulation §1.1445-2(b)(2)(iii);

3.	Seller’s U.S. employer identification number is ___________________; and

4.	Seller’s office address is:

Maritech Resources, Inc.

00000 Xxxxxxxxxx 00 Xxxxx

Xxx Xxxxxxxxx, XX 00000

Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I, the undersigned, declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Seller.

Maritech Resources, Inc.

By:

Name: Xxxxx X. Xxxxxxxx

Title: President

Date: 4/1/2011

XXXX EXPLORATION COMPANY, LLC

May 31, 2011

Maritech Resources, Inc.

00000 Xxxxxxxxxx 00 Xxxxx

Xxx Xxxxxxxxx, XX 00000

Attention: Xx. Xxxxx Xxxxxxxx, President

Re:

First Amendment to Purchase and Sale Agreement (“PSA”) dated April 1, 2011 by and between Maritech Resources, Inc. (“Seller”) and Xxxx Exploration Company LLC (“Buyer”) regarding Employee Related Closing Adjustments

Gentlemen:

Buyer intends for this letter to serve as an amendment to the PSA. Capitalized terms not defined in this letter agreement shall have the meanings given in the PSA.

Buyer proposes that the following actions be taken at the Closing of the transaction contemplated by the PSA, in addition to those already called for in the PSA:

1)	Seller will credit to Buyer, at Closing as a Purchase Price Adjustment, an amount equal to $80,960.53, being the total of all “Total Closing Statement Adjustments” for all employees shown on Exhibit 1.

2)	Buyer will credit each employee with the amount of personal time off (“PTO”) days for use during the remainder of 2011 that corresponds to the number of days indicated for such employee in the column with the heading “PTO Days to be Transferred to Buyer” on Exhibit 1.

Buyer will credit each employee with or deposit for the benefit of such employee, as applicable, the amount of positive flex spending account (“FSA”) funds indicated for such employee in the column with the heading “FSA Balance to be Transferred to Buyer” on Exhibit 1. Such credit or deposit in Buyer’s FSA program will be effective immediately upon such employee being eligible for Buyer’s FSA program.

Seller states that it has distributed to all of the employees listed on Exhibit 1 a copy of the Disclosure and PTO Election Form in the form attached as Exhibit 2 to this letter, and all of such forms received by Seller from an employee listed on Exhibit 1 have been delivered to Buyer.

If this correctly reflects Seller’s understanding of Buyer’s and Seller’s agreements regarding the matters covered by this letter agreement, please acknowledge Seller’s agreement to the terms hereof by executing below.

Sincerely,

XXXX EXPLORATION COMPANY LLC

By:/s/Xxxxx Xxxxxx

Xxxxx Xxxxxx, President

AGREED:

MARITECH RESOURCES, INC.

By:/s/Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Its: President

cc: TETRA Technologies, Inc.

00000 Xxxxxxxxxx 00 Xxxxx

Xxx Xxxxxxxxx, XX 00000

XXXX EXPLORATION COMPANY LLC

May 31, 2011

Maritech Resources, Inc.

00000 Xxxxxxxxxx 00 Xxxxx

Xxx Xxxxxxxxx, XX 00000

Attention: Xx. Xxxxx Xxxxxxxx, President

Re:

Third Second Amendment to Purchase and Sale Agreement (“PSA”) dated April 1, 2011 by and between Maritech Resources, Inc. (“Seller”) and Xxxx Exploration Company LLC (“Buyer”) regarding Employee Related Closing Adjustments

Gentlemen:

Buyer intends, subject to Seller’s agreement, for this letter to serve as an amendment to the PSA to reflect certain agreements reached regarding the Assets. Capitalized terms not defined in this letter agreement shall have the meanings given in the PSA. Buyer proposes that the following amendments to the PSA be made:

1.	The following language shall be added to the end of Section 1.1(I) of the PSA: “, including, without limitation, those listed on Exhibit 1.1(I);”. Exhibit 1.1(I) attached to this letter agreement is agreed to be Exhibit 1.1(I) to the PSA.

2.	The following language shall be added to the end of Section 3.2 of the PSA:

For purposes of the Closing Adjustment Statement, the estimated amount by which the Purchase Price shall be adjusted downward at Closing pursuant to Section 3.1(B)(i) for the production during the month of May 2011 is $12,994,090.00, and the estimated amount by which the Purchase Price shall be adjusted upward at Closing pursuant to Section 3.1(A)(iii) for costs, expenses or other expenditures related to operations during the month of May 2011 is $3,077,932.62. To the extent that after Closing and prior to July 15, 2011 Buyer receives proceeds covered by Section 3.1(B)(i) and attributable to production during the month of May 2011, Buyer shall pay such proceeds to Seller on or before July 29, 2011. To the extent that after Closing and prior to July 15, 2011 Buyer pays for costs, expenses or other expenditures covered by Section 3.1(A)(iii) and attributable to operations during the month of May 2011, Seller shall reimburse Buyer for such costs, expenses and other expenditures on or before July 29, 2011. Payments due under the two preceding sentences shall be offset to the effect that only one net payment shall be made by the applicable Party for the net amount due. The adjustments set forth herein are intended to reflect the Parties’ approximation of the May 2011 production revenues and expenses in the Closing Adjustment Statement, but nothing herein shall otherwise affect the procedure set forth in Sections 3.1 and Section 3.3 for purposes of calculating the Post-Closing Adjustment Statement.

Section 18.10 of the PSA shall be amended by replacing “, at a market rate per square foot on a month-to-month basis for up to eighteen (18) months, with such other terms as are standard for commercial office space leases for comparable space in the area” with “on the terms and conditions reflected in the Leases Agreement attached as Exhibit 18.10.” Exhibit 18.10 attached to this letter agreement is agreed to be Exhibit 18.10 to the PSA.

4.	The existing Exhibits and Schedules to the PSA referenced in Exhibit A to this letter agreement shall be amended as noted in such Exhibit A.

The Parties agree the Seismic Micro-Technology, Inc.’s Software License Assignment Agreement (the “License Assignment”) attached to this letter agreement as a part of Exhibit B shall be executed by the Parties at Closing. Seller represents and warrants that the Maintenance Fee(s) (as defined in the License Assignment) and any transfer and administrative fees applicable to the License Assignment or the underlying licenses are current and paid in full or will be paid in full within five (5) days after Closing. Seller further agrees and acknowledges that the total amount due under the “Purchase Letter” attached to this letter agreement as a part of Exhibit B and all amounts due as administrative fees applicable to the License Assignment or the underlying licenses are included in the $133,551.76 paid to Seller by Buyer at Closing, and any portion of such amount due and payable to Seismic Micro-Technology, Inc. shall be paid by Seller within five (5) days after Closing.

Sincerely,

XXXX EXPLORATION COMPANY LLC

By:/s/Xxxxx Xxxxxx

Xxxxx Xxxxxx, President

AGREED:

MARITECH RESOURCES, INC.

By:/s/Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Its: President

cc: TETRA Technologies, Inc.

00000 Xxxxxxxxxx 00 Xxxxx

Xxx Xxxxxxxxx, XX 00000

EXHIBIT A

TO THE THIRD SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT BETWEEN MARITECH RESOURCES, INC. AND XXXX EXPLORATION COMPANY LLC

Exhibit 1.1(B) to the PSA is amended to add the following:

1.	Assignment of Lease effective as of May 31, 2011 by and between Maritech Resources, Inc. and Xxxx Exploration Company LLC covering certain space in the building located at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxx.

2.	Landlord’s Estoppel Certificate and Consent from Xxxxxxx Plaza, L.P. to Maritech Resources, Inc. and Xxxx Exploration Company LLC.

Exhibit 1.1(D) to the PSA is amended as follows:

1.	The reference to ROW Number 4865 is changed to ROW Number 4864.

2.	Right of Way 4718 is added, with the following information: Area: TBAY, Lease #: 4718, Operator: Maritech, Owner: Maritech; Interest: 100%, Eff Date: ______, and Exp Date: ______.

3.	Segment Number 15842, OCS-G28223, Originating Block EC 328 is deleted.

4.	Segment Number 15843, OCS-G28224, Originating Block EC 328 is deleted.

5.	Segment Number 15844, OCS-G28225, Originating Block EC 328 is deleted.

6.	Segment Number 16195, OCS-G14716, Originating Block EC 328 is deleted.

7.	Segment Number 16196, OCS-G14717, Originating Block EC 328 is deleted.

8.	Segment Number 16292, OCS-G28223, Originating Block EC 328 is deleted.

9.	Segment Number 16293, OCS-G28224, Originating Block EC 000.xx deleted.

10.	Segment Number 16294, OCS-G28225, Originating Block EC 000.xx deleted.

11.	Segment Number 7943, OCS-G08541, Originating Block EI 342 is deleted.

12.	Segment Number 17406, OCS-G28375, Originating Block MP 108 is deleted.

13.	Segment Number 9433, OCS-G13223, Originating Block MP 181 is deleted.

14.	Segment Number 15289, no ROW number, Originating Block WD 58 is deleted.

15.	Segment Number 13130, no ROW number, Originating Block WD 59 is deleted.

Exhibit 1.1(G) to the PSA is amended to add the following:

__________________________________

EXHIBIT B

TO THE SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT BETWEEN MARITECH RESOURCES, INC. AND XXXX EXPLORATION COMPANY LLC

[See Attached]

XXXX EXPLORATION COMPANY, LLC

May 31, 2011

Maritech Resources, Inc.

00000 Xxxxxxxxxx 00 Xxxxx

Xxx Xxxxxxxxx, XX 00000

Attention: Xx. Xxxxx Xxxxxxxx, President

Re:

Third Amendment to Purchase and Sale Agreement (“PSA”) dated April 1, 2011 by and between Maritech Resources, Inc. (”Seller”) and Xxxx Exploration Company LLC (“Buyer”)

Gentlemen:

Buyer intends for this letter to serve as an amendment to the PSA. Capitalized terms not defined in this letter agreement shall have the meanings given in the PSA.

Section 20.1(E) of the PSA contemplates that Buyer will substitute the Buyer’s Letter of Credit in place of Seller’s Parent Letter of Credit on or before the Closing, and in such case the Base Purchase Price will be reduced by $2,000,000. Section 20.1(E) further provides that if the Buyer’s Letter of Credit does not replace Seller’s Parent Letter of Credit on or before the Closing, the Base Purchase Price will be increased by $750,000.

Buyer has not substituted the Buyer’s Letter of Credit, but believes it will be able to do so very soon. Accordingly the Parties have agreed to close the transaction contemplated by the PSA using a Base Purchase Price reduced by $2,000,000. The Parties will cooperate with one another in an effort to obtain Chevron’s agreement to accept the substitution of the Buyer’s Letter of Credit; provided, however, that if Seller has not received notification that the Seller’s Parent Letter of Credit has been terminated by Tuesday, June 14, 2011 at 5:00 PM, then upon request by Seller, Buyer shall pay by wire transfer to an account specified by Seller the amount of $2,750,000 by not later than Wednesday, June 15, 2011. Except as modified herein, Section 20.1(E) of the PSA remains in full force and effect.

Sincerely,

XXXX EXPLORATION COMPANY LLC

By:/s/Xxxxx Xxxxxx

Xxxxx Xxxxxx, President

AGREED:

MARITECH RESOURCES, INC.

By:/s/Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Its: President

cc: TETRA Technologies, Inc.

00000 Xxxxxxxxxx 00 Xxxxx

Xxx Xxxxxxxxx, XX 00000

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PURCHASE AND SALE AGREEMENT BY AND BETWEEN MARITECH RESOURCES, INC. AS SELLER AND TANA EXPLORATION COMPANY LLC AS BUYER MARITECH 2011 DIVESTITURE PACKAGE OFFSHORE GULF OF MEXICO

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