AGREEMENT
AGREEMENT
THIS AGREEMENT (the “Agreement”) is made and entered into this 12th day of December 2013, but is intended to be effective as of September 1, 2013 (the “Effective Date”), by and between Osage Exploration & Development, Inc. (“Osage”), Xxxxxxx Exploration Company, Inc. (“Xxxxxxx”) and U.S. Energy Development Corporation (“US Energy”), MBI Oil & Gas, LLC (“MBI”) and Xxxxxxx Geological, Inc. (“S GI”). Xxxxxxx, US Energy, MBI and SGI are sometimes collectively referred to as the “Xxxxxxx Group.”
WHEREAS, Osage, Xxxxxxx and US Energy, are all parties to that certain Participation Agreement (and the Joint Operating Agreement (the “JOA”) attached thereto as Exhibit “C”) dated April 21, 2011, which provides for the purchase of participation interest by Xxxxxxx and US Energy from Osage in leasehold interests on the lands described on Exhibit “A” attached thereto and for the exploration and development of those leases (the “Nemaha Ridge Project”) by the parties;
WHEREAS, Xxxxxxx has conveyed a five percent (5%) interest in the Nemaha Ridge Project to MBI and a five percent (5%) interest to SGI, who have each signed Participation Agreements and Operating Agreement in form essentially identical to those signed by Osage, Xxxxxxx and US Energy; and
WHEREAS, a conflict has arisen between Osage and Xxxxxxx, Operator of the Nemaha Ridge Project, which impacts all of the parties hereto and the various agreements among them and, therefore, the parties desire to resolve that conflict on the terms and conditions contained herein.
NOW THEREFORE, for and in consideration of the sum of one dollar and other good and valuable consideration, the parties agree as follows:
1. Acknowledgement of Non-Participation Status. On August 22, 2013, Xxxxxxx formally notified Osage of its election to declare Osage to be a non-participating party under the Participation Agreement in the following five xxxxx. Additionally Osage elected not to participate in the drilling of the Wood Duck #1-6H well and is therefore a non-participant in the Wood Duck #1-6H. The six following xxxxx are herein collectively referred to as the “Non-Participation Xxxxx.”
Canvasback 1-24H
House Xxxx 1-36H
Xxxx 1-23H
Redhead 1-27H
Begonia 1-30H
Wood Duck 1-6H
Osage agrees that it is a non-participating party under the Participation Agreement in the foregoing six xxxxx and is subject to the penalties set forth in the Participation Agreement with respect to each of these six xxxxx. The locations of the penalty xxxxx have not been determined as of the date hereof. Xxxxxxx will notify Osage of the locations in accordance with the Participation Agreement. The parties agree that penalty xxxxx cannot be drilled on Osage Partitioned Acreage as hereinafter defined.
2. Revocation of Non-Consent Status. On August 22, 2013, Xxxxxxx formally notified Osage of its election to declare Osage to be a non-consenting party under the JOA in the completion of the following xxxxx (the “Non-Consent Xxxxx”):
Ruffed Grouse 1-20H
Xxxxx Duck 1-17H
Mallard 1-16H
Canvasback 1-25H
Xxxx 1-15H
XxXxxxx 2-19H
Blue Xxx 1-13H
Rooster 1-2H
Snipe 1-19H
Snipe 1-30H
Peacock 1-9H
Xxxxxxx, as Operator hereby revokes its election to declare Osage to be a non-consenting party under the Participation Agreement and JOA in the foregoing xxxxx and reinstates Osage as a consenting party with the same force and effect as though Xxxxxxx had never declared Osage to be a non-consenting party in those xxxxx.
3. Accounting Reconciliation. At the Initial Closing, as hereinafter defined, Osage shall pay Xxxxxxx an amount equal to the Net Due on 10/11/2013 as shown on the Accounts Receivable and Revenue Offset Worksheet attached hereto as Exhibit “B”. The Net Due on 10/31/2013 represents Osage’s share of invoices processed through Xxxxxxx’x joint interest billing system through the October 15, 2013 joint interest billing, with credit given to Osage for its share of revenue received by Xxxxxxx from the sale of oil and gas as reflected on Xxxxxxx’x October 15 revenue check write, together with various other adjustments between the parties as set forth therein.
4. Osage’s Election to Participate in the Crow 1-35Hand the Toucan 1-24H Xxxxx. Osage elected to participate in the drilling of the Crow 1-35H and the Toucan 1-24H xxxxx and paid its proportionate share of dry hole costs in the amount of $390,146.00 and $336,196.00, respectively. Osage hereby revokes its election to participate in these two xxxxx and Xxxxxxx agrees to accept the revocation of Osage’s election to participate. Osage shall have no interest in the Crow 1-35H wellbore or the Toucan 1-24H wellbore, but shall retain its leasehold interest in the balance of acreage associated with the units in which these xxxxx were drilled. This acreage shall not be subject to the partition and will continue to be controlled by the Participation Agreement and the JOA, except that there shall be no penalty xxxxx associated with Osage’s election not to participate in the Crow 1-35H and the Toucan 1-24H xxxxx. Xxxxxxx has credited the $390,146.00 and $336,196.00 paid for the dry hole costs on the Crows 1-35H and Toucan 1-24H to Osage on the Accounts Receivable and Revenue Offset Worksheet attached hereto as Exhibit “B”.
5. Osage’s Election as to the Xxxx 1-15 SWD and the Spoonbill J-34H. Osage has elected to participate in the drilling of the Xxxx 1-15 SWD and the Spoonbill 1-34H, but has not made any payments of its proportionate share of dry hole or other costs on these xxxxx. Osage hereby revokes its election to participate in these two xxxxx and Xxxxxxx agrees to accept the revocation of Osage’s election to participate in the Xxxx 1-15 SWD and the Spoonbill 1-34H. Since the Xxxx 1-15 SWD and the Spoonbill 1-34H are both located on oil and gas leases which comprise part of the Xxxxxxx Partitioned Acreage, Osage will have no further interest in the these two xxxxx or the spacing units in which they are located.
6. Interest Accrual on Overdue Account Balances. Osage shall pay to Xxxxxxx upon the execution of this Agreement the sum of $151,624.58 for interest due Xxxxxxx on Osage’s overdue account, accrued to the date hereof. The interest accrual on overdue account balances has been credited to Xxxxxxx on the Accounts Receivable and Revenue Offset Worksheet attached hereto as Exhibit “B”.
7. Payment of Future Drilling, Completion and Operating Expenses. On future xxxxx drilled on lands covered by oil and gas leases and spacing units on which Osage, Xxxxxxx, US Energy, MBI and SGI have drilled xxxxx in the Nemaha Ridge Project, as shown on Exhibit “C” hereto (the “JV Lands” ), in which Osage elects to participate, Osage agrees to pay its proportionate share of all future: (i) dry hole costs, as reflected in any approved AFE, (ii) estimated completion costs, and (iii) lease operating expenses, in accordance with the terms and conditions of the Participation Agreement and the JOA.
8. Revenue Distribution. Notwithstanding the agreement between Xxxxxxx and Osage dated December 12, 2012, which agreement is hereby terminated, the parties agree that all revenue to be distributed by Xxxxxxx to Osage on xxxxx operated by Xxxxxxx shall be distributed in accordance with the terms and conditions of the Participation Agreement and the JOA.
9. Partition of Undeveloped Acreage.
X. Xxxxxxx, US Energy, MBI and SGI agree to assign all of their right, title and interest in and to the oil and gas leases and force-pooled acreage which are part of the Nemaha Ridge Project and covering lands within the sections described on Exhibit “D” (the “Osage Partitioned Acreage”) to Osage at the Second Closing as defined in Section 22. The assignment shall be effective as of the Effective Date and each assignor shall warrant for itself that its title is free and clear of any and all liens, encumbrances and adverse claims, arising by, through or under it.
B. Osage agrees to assign all of its right, title and interests in and to the oil and gas leases which are part of the Nemaha Ridge Project and covering lands within the sections described on Exhibit “E” (the “Xxxxxxx Partitioned Acreage”) to Xxxxxxx and U.S. Energy at the Second Closing. Xxxxxxx shall thereafter assign to SGI and MGI their proportionate share of the interest assigned to Xxxxxxx.
The assignment shall be effective as of the Effective Date and shall warrant that title is free and clear of any and all liens, encumbrances and adverse claims, arising by, through or under Osage.
C. As of the Effective Date, the parties agree to terminate the Participation Agreement and the JOA as to all lands within the Nemaha Ridge Prospect, except for the JV Lands which shall continue to be controlled by the Participation Agreement and JOA. Notwithstanding the foregoing, the Participation Agreement and the JOA shall remain in full force and effect as between Xxxxxxx, US Energy, MBI and SGI.
D. Notwithstanding Section 9.C., if a well is proposed that includes partitioned and non- partitioned acreage, the Participation Agreement and the JOA shall apply to that well and the unit in which it is located, provided that any penalty well may only be located in the spacing unit in which the proposed well giving rise to the penalty well is located. If the proposed well is on a 1,280 acre unit, then the penalty well shall be on a proposed 1,280 acre unit. Similarly, if the proposed well is on a 640 acre unit then the proposed penalty well shall be a 640 acre unit. Notwithstanding provisions of this Section 9.D., Osage shall have and retain the right to protest and challenge any application, request or effort to space, pool or otherwise create any unit which includes or affects all or any portion of the Osage Partitioned Acreage. Likewise, any member of the Xxxxxxx Group shall have and retain the right to protest and challenge any application, request or effort to space, pool or otherwise create any unit which includes or affects all or any portion of the Xxxxxxx Partitioned Acreage
10. Partial Assignment of CREC Contract. Upon payment of the Net Due as reflected on Exhibit “B”, Osage will have paid $747,283.00 as its estimated proportionate share of the Contribution- in-aid of Construction and other fees shown on Exhibit H to the April 12, 2013, Contract Agreement for Purchase of Power between Central Rural Electric Cooperative (“CREC”) and Xxxxxxx (the “CREC Contract”). The parties recognize that the Xxxxxxx Group’s and Osage’s proportionate share of such costs may increase or decrease based upon CREC’s final allocation of costs for all xxxxx in the area covered by the CREC Contract. Xxxxxxx shall deliver to Osage at the Second Closing a partial assignment of the CREC Contract which covers and assigns all of Xxxxxxx’x rights thereunder relating to the Osage Partitioned Acreage, including rights to obtain electrical service to the xxxxx shown on Exhibits “A” and “B” of the CREC Contract located upon the following lands:
A. Section 00, Xxxxxxxx 00X, Xxxxx 0 X
X. Xxxxxxx 00, Xxxxxxxx 00X, Xxxxx 0 X
X. Xxxxxxx 00, Xxxxxxxx 00X, Xxxxx 0 X
X. Xxxxxxx 00, Xxxxxxxx 00X, Xxxxx 2 W
In addition, Xxxxxxx shall deliver to Osage at the Second Closing the express written consent of CREC to the partial assignment from Xxxxxxx to Osage as required by the CREC Contract.
11. Payment of Well Costs on the Osage Partitioned Acreage. Xxxxxxx has incurred but has not invoiced any of the working interest owners for their proportionate share of well costs incurred on future xxxxx to be drilled on the Osage Partitioned Area. Set forth on Exhibit “F” is a listing of these expenses which have been credited to Xxxxxxx on the Accounts Receivable and Revenue Offset Worksheet attached hereto as Exhibit “B”. Xxxxxxx shall provide Osage all work product associated with such costs, including without limitation all xxxxxxx and attorney title research, information and opinions.
12. Osage’s Access to Salt Water Disposal Xxxxx. Osage is a joint owner with Xxxxxxx and US Energy in the following salt water disposal xxxxx and owns the interest in each well set across the well’s name:
| SWD Well Name | Osage’s Interest | |||
| Cat in the Hat 2-19 SWD | 25 | % | ||
| Xxxxx Farms 1-5 SWD | 25 | % | ||
| Krittenbrink 1-36 SWD | 25 | % | ||
| Xxxxxxxxxx #2 SWD | 20 | % | ||
Osage shall retain its ownership interest in the foregoing salt water disposal xxxxx and shall have the right to dispose of water from Osage operated xxxxx in which Osage owns an interest and which are located on the Osage Partitioned Acreage. Osage shall also have the right to use any existing and associated rights-of-way or easements which allow the installation of pipelines to connect producing xxxxx or equipment to the salt water disposal xxxxx. If the capacity of the disposal is exceeded, then access to the disposal by third party operators shall be curtailed. If after such curtailment the capacity of the disposal is still exceeded, then Osage’s daily volume allowance shall be reduced to that number of barrels equal to the product of the capacity of the disposal well multiplied by Osage’s percentage ownership interest therein. For instance, if a disposal well capacity is 2,000 bbl/day and Osage has a 25% interest in the disposal well, and if the disposal well is unable to take all of the water which the parties desire to dispose of in the disposal then Osage shall have the right to dispose of 500 bbl of water per day into such disposal well from Osage operated xxxxx in which Osage has an interest and which are located on the Osage Partitioned Acreage. In such event, Osage’s 500 bbl/day allowance will be reduced by the number of barrels of water owned by Osage that are being disposed into the disposal well from xxxxx operated by Xxxxxxx and in which Osage is a participating owner.
Osage shall pay Xxxxxxx, as Operator of the disposal xxxxx, an amount per barrel of Osage water delivered into the disposal xxxxx from Osage operated xxxxx, equal to that which Xxxxxxx is charging its partners for the disposal of water from xxxxx operated by Xxxxxxx. Osage shall have the ongoing right to dispose of water into the disposal xxxxx that belong to Osage from xxxxx operated by Xxxxxxx. Osage shall pay the same amount per barrel as Xxxxxxx is charging the joint account for the disposal of such water into that disposal. Osage shall receive and be credited with its ownership percentage interest in any revenues generated from the operation of the salt water disposal xxxxx and shall bear its ownership percentage interest of all expenses associated with owning and operating the salt water disposal xxxxx.
13. Osage Overriding Royalties on Newly Acquired Acreage. Notwithstanding the ongoing operation of the Participation Agreement as to the JV Lands, Osage shall not be entitled to receive or retain any overriding royalties on any oil and gas leases acquired within the geographical confines of the Nemaha Ridge Prospect after September 1, 2013, or on any forced pooled acreage acquired within the Nemaha Ridge Prospect after that date, except for leases acquired by Osage within the Osage Partitioned Acreage or leases acquired by Osage within the Xxxxxxx Partitioned Acreage where the Xxxxxxx Group has elected not to exercise its right of first refusal to purchase such acreage from Osage pursuant to Section 20.1.
14. Nemaha Gas Gathering’s Right of First Refusal to Take Osage’s Gas. Osage grants to Nemaha Gas Gathering Systems, LLC, a right of first refusal to transport Osage’s natural gas produced from the Osage Partitioned Area. Nemaha Gas Gathering Systems, LLC is intended to be a third party beneficiary of this covenant.
15. Xxxxxxx-Xxxxxx Trade Agreement. Osage shall perform Xxxxxxx’x duties and obligations under the Xxxxxxx-Xxxxxx trade agreement which is attached hereto as Exhibit “G”, insofar as such agreement covers Sections 7 & 18, Township 17 North, Range 2 West, including but not limited to well timing and disposing of produced water from Xxxxxx’x xxxxx. Osage agrees to indemnify, defend and hold Xxxxxxx harmless from any claims which may arise from Osage’s breach of this provision, which shall survive the closing of this Agreement.
16. Apollo and Bootlibav Mortgage Releases. Osage shall deliver to Xxxxxxx at the Second Closing, fully executed and notarized mortgage releases of all mortgages in favor of Apollo and Boothbay, including but not limited to the mortgages recorded in Book 2314, Page 367-479, and Book 2312, Page 087-122, respectively, and all supplements and amendments thereto, as well as UCC-1 Termination Statements covering all financing statements filed in favor of Apollo and Boothbay, to the extent that those mortgages and financing statements encumber oil and gas leases and related interests within: (i) the confines of the Xxxxxxx Partitioned Acreage, (ii) the Non-Participation well bores, and (iii) the Crow and Toucan wellbores. Further, Osage shall subsequently deliver releases of applicable mortgages and financing statements covering the penalty wellbores as the penalty wellbores are identified by Xxxxxxx.
17. Apollo and Boothbay Mortgage Releases Covering Acreage Previously Assigned to Xxxxxxx and U.S. Energy. Set forth on Exhibit H is a list of oil and gas leases which were assigned by Osage to Xxxxxxx and US Energy after the recording of the Apollo and Boothbay mortgages. At the Second Closing Osage shall deliver to Xxxxxxx fully executed and notarized releases of the Apollo and Boothbay mortgages covering the oil and gas leases described on Exhibit “H”.
18. Impact on Existing Producing Properties. Except as provided herein, this Agreement shall have no effect on any of the producing properties on the JV Lands in which the parties own an interest which properties shall remain subject to the Participation Agreement and JOA.
19. Overriding Royalty Assignments Due to Osage. There are currently a number of leases and forced pooled acres which Xxxxxxx acquired prior to September 1, 2013 for which the assignments of overriding royalties due Osage have not been made by Xxxxxxx. Xxxxxxx shall deliver all assignments of overriding royalties due Osage at the Second Closing.
20. Right of First Refusal on Acreage Acquired After the Effective Date in the Partitioned Areas.
20.1. Lease Acquisitions in the Xxxxxxx Partitioned Acreage by Osage. Osage grants to Xxxxxxx a right of first refusal to purchase, at Osage’s actual out-of-pocket cost, without any reimbursement for brokerage costs, all acreage acquired by Osage after the Effective Date within a section containing Xxxxxxx Partitioned Acreage. Such offer shall be made in writing by Osage to Xxxxxxx within thirty days after the date the acreage is acquired and shall be accompanied by a copy of the leases acquired and evidence of the actual out-of-pocket costs paid by the acquiring party for the leases. The obligations contained in this Section 20.1 shall last for five (5) years from September 1, 2013, and shall terminate automatically thereafter.
Xxxxxxx shall have ten business days after receipt of Osage’s offer within which to notify Osage of its election to purchase the acquired acreage. Failure to notify Osage of its election to purchase the acquired acreage within ten business days of receipt of the offer shall constitute an election by the Xxxxxxx Group not to purchase the acquired acreage, in which event Osage shall hold the acquired acreage free and clear of the Participation Agreement, the JOA, this Agreement and any claim of the Xxxxxxx Group. Should Xxxxxxx elect to purchase the acquired acreage, Xxxxxxx shall pay Osage its actual out-of-pocket costs for the acreage within twenty business days of receipt of Osage’s offer and Osage shall cause the acquired acreage to be assigned to Xxxxxxx without any overriding royalty interests or other burdens attached by Osage within ten days of receipt of payment. Xxxxxxx shall thereafter offer the acquired acreage to the other Members of the Xxxxxxx Group in accordance with the Participation Agreement and JOA.
20.2. Lease Acquisitions in the Osage Partitioned Acreage by the Xxxxxxx Group. The Xxxxxxx Group grants to Osage a right of first refusal to purchase, at the Xxxxxxx Group’s actual out-of- pocket cost, without any reimbursement for brokerage costs, acreage acquired by any member of the Xxxxxxx Group after the Effective Date within (i) a section containing Osage Partitioned Acreage, or (ii) within Township 17 North, Range 2 West, Xxxxx County, Oklahoma, except for Section 30 thereof. Such offer shall be made in writing by the acquiring party to Osage within thirty days after the date the acreage is acquired and shall be accompanied by a copy of the leases acquired and evidence of the actual out-of- pocket costs paid by the acquiring party for the leases. The obligations contained in this Section 20.2 shall last for five (5) years from September 1, 2013, and shall terminate automatically thereafter.
Osage shall have ten business days after receipt of the acquiring party’s offer within which to notify Xxxxxxx of its election to purchase the acquired acreage. Failure to notify Xxxxxxx of its election to purchase the acquired acreage within ten business days of receipt of the offer shall constitute an election by Osage not to purchase the acquired acreage, in which event the acquired acreage shall be held free and clear of any claim of Osage or the rights of Osage under the Participation Agreement, the JOA or this Agreement. Should Osage elect to purchase the acquired acreage, Osage shall pay the acquiring party its actual out-of-pocket costs for the acreage within twenty business days of receipt of the acquiring party’s offer and the acquiring party shall cause the acquired acreage to be assigned to Osage without any overriding royalty interests or other burdens attached by the Xxxxxxx Group within ten days of receipt of payment.
20.3. Billing to Xxxxxxx Group. The Xxxxxxx Group agrees among themselves that any acreage acquired by Xxxxxxx pursuant to this Section 20, or through direct leasing or through an acquisition will be billed to such parties and assumed and accepted unless Xxxxxxx receives written notification to the contrary from a party within 30 days from receipt of an invoice for such acreage.
20.4. Application of Previous Agreements between Xxxxxxx, MBI and SGI. Any acreage acquired by the Xxxxxxx Group pursuant to Section 20.1 shall, as to the interest acquired by MBI or SGI, be subject to and burdened by the overriding royalty interest of Xxxxxxx as previously agreed to between the parties.
20.5. Notice to Xxxxxxx Group. Notice to Xxxxxxx by Osage shall satisfy the notice requirement to Xxxxxxx, US Energy, MBI and SGI. The obligations created by this paragraph shall last for five (5) years from September 1, 2013, and shall terminate automatically thereafter.
21. Data and Information Sharing. Notwithstanding the partition of acreage, the parties agree to continue to exchange and share with one another drilling and production information, reports and data pertaining to each party’s partitioned lands and xxxxx, i.e., Osage will share information pertaining to its partitioned acreage with Xxxxxxx and Xxxxxxx will share such information pertaining to its partitioned acreage with Osage. For convenience, Osage will provide such information to Xxxxxxx, and Xxxxxxx shall then provide such information to US Energy, MBI and SGI. The information that is intended to be shared includes but is not limited to the identical information which the parties currently exchange and share in connection with the non-partitioned JV Lands.
22. Closings. The “Initial Closing” as referenced herein shall occur at 10:00 a.m. on October ___, 2013, in the office of ____________________ in Oklahoma City, Oklahoma. At the Initial Closing, the signatures of all of the parties to this Agreement shall be exchanged, the net payment as described in Paragraph 3 shall be wire-transferred by Osage to Xxxxxxx on or before 2:00 p.m. (CDT), and upon Xxxxxxx’x receipt of the wire transfer, all of the provisions of this Agreement shall become immediately effective except those provisions pertaining to the partition of properties and the release of mortgages. The “Second Closing” shall occur forty-five (45) days after the Initial Closing at 10:00 a.m. in the offices of in Oklahoma City, Oklahoma. If for any reason difficulties should arise which render the parties unable to have the Second Closing within forty-five (45) days, the parties agree to extend the Second Closing date for a reasonable time not to exceed an additional forty-five (45) days. At the Second Closing the release of mortgages required in Sections 16 and 17 shall be delivered and the executed partition assignments required by Sections 9.A. and 9.B. shall be exchanged. The purpose of the Second Closing is to allow adequate time to allow for obtaining and/or preparing the necessary mortgage releases, partition assignments, partial assignment of CREC Contract and assignments of overriding royalty interests as described above.
23. Resolution of Existing Disputes and Subsequent Duty to Account. All of the parties agree to and accept all of the terms and provisions hereof, and agree that this Agreement resolves any and all known disputes among them as of the Effective Date, provided that this provision shall not alter or amend the parties ongoing duties and obligations to pay for their proportionate share of expenses attributable to periods prior to the Effective date, to account for revenue received on behalf of the other from sales of oil or gas prior to the Effective Date, or to account for refunds or credits attributable to periods prior to the Effective Date.
24. Miscellaneous.
24.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties as to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties which are not expressly set forth herein.
24.2. Amendments. This Agreement may not be amended except in writing signed by the parties hereto.
24.3. Severability, hi the event that any provision of this Agreement is deemed by a court of competent jurisdiction to be unenforceable under either state or federal law, then that provision shall be deemed amended to the minimum extent required to comply with such state or federal law.
24.4. Construction of Agreement. The parties acknowledge that each party and its counsel have had the opportunity to review and negotiate the terms and conditions of this Agreement and that the normal rule of construction to the effect that any ambiguities are to be construed against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.
24.5. Further Assurances. Each party hereto shall execute and deliver all such further instruments and documents as may reasonably be requested by the other party in order to fully carry out the intent and accomplish the purposes of the Agreement and the transactions referred to therein.
24.6. Choice of Law and Forum Selection. This Agreement shall be construed, governed, interpreted and enforced in accordance with the laws of the state of Oklahoma. Any suit or proceeding hereunder shall be brought exclusively in state or federal courts located in Oklahoma City, Oklahoma. Each party consents to the personal jurisdiction of said state and federal courts and waives any objection that such courts are an inconvenient forum.
24.7. Waiver. Any waiver on the part of any party of any term or condition of this Agreement shall not constitute a precedent or bind any other party to a waiver of any succeeding breach of the same or any other term or condition of this Agreement.
24.8. Counterparts. This Agreement may be executed in one or more counterparts and delivered via facsimile or email, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Any signature delivered via facsimile or email shall be deemed to be an original signature hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date set forth above.
| XXXXXXX EXPLORATION COMPANY, INC. | OSAGE EXPLORATION & DEVELOPMENT, INC. | |
| /s/ Xxxxxx Xxxxxxxx | /s/ Xxx Xxxxxxxx | |
| Xxxxxx Xxxxxxxx, Vice President | Xxx Xxxxxxxx, President |
| U.S. ENERGY DEVELOPMENT CORPORATION | MBI OIL & GAS, LLC | |
| /s/ Xxxx Xxxxx | /s/ Xxx Xxxxxxx | |
| Xxxx Xxxxx, President | Xxx Xxxxxxx, President | |
| XXXXXXX GEOLOGICAL, INC. | ||
| /s/ Xxxxxx Xxxxxxx | ||
| Xxxxxx Xxxxxxx, President |
EXHIBIT A
NEMAHA RIDGE PROJECT AREA
Township 16 North, Range 3 West—All
Township 16 North, Range 4 West—Sections 1-3, 10-15, 22-27, 34-36
Township 17 North, Range 2 West—All
Township 17 North, Range 3 West—All
Township 17 North, Range 4 West—Sections 1-3, 10-15, 22-27, 34-36
Township 18 North, Range 3 West—All
Township 18 North, Range 4 West—All
Township 19 North, Range 3 West—All
Township 19 North, Range 4 West—All
Township 20 North, Range 3 West— All
Township 20 North, Range 4 West— All
EXHIBIT B
ACCOUNTS RECEIVABLE AND REVENUE OFFSET WORKSHEET
| Invoice # | Invoice Date | Amount | ||||
| 130910 | 10/10/2013 | $ | 5,004,760.63 | |||
| 130911 | 10/11/2013 | $ | 8,121.63 | |||
| 130811 | 09/11/2013 | $ | (3,153,411.47) | (1) | ||
| 130812 | 09/12/2013 | $ | (1,358,434.16 | ) | ||
| 130813 | 09/12/2013 | $ | (597.64 | ) | ||
| 330902 | 10/02/2013 | $ | 95,890.82 | |||
| 330918 | 09/18/2013 | $ | (2,475.00 | ) | ||
| 330804 | 09/04/2013 | $ | 26,335.00 | |||
| 130712 | 08/12/2013 | $ | 2,216,099.71 | |||
| 330702 | 08/02/2013 | $ | 44,854.71 | |||
| 130610 | 07/10/2013 | $ | 1,645,999.66 | |||
| 330601 | 07/01/2013 | $ | 122,180.69 | |||
| 130511 | 06/11/2013 | $ | 1,198,159.54 | (2) | ||
| 330502 | 06/04/2013 | $ | 41,640.32 | |||
| 330130 | 01/30/2013 | $ | 13,727.50 | |||
| 330127 | 01/25/2013 | $ | (15,251.95 | ) | ||
| 221126 | 11/28/2012 | $ | (38,870.47) | (3) | ||
| Revenue Applied | 09/16/2013 | $ | (1,078,224.50 | ) | ||
| Total | $ | 4,770,505.02 | ||||
| Interest Accrual to SECI | $ | 151,624.58 | ||||
| Electric Grid | $ | 747,283.00 | ||||
| Partitioned well costs | $ | 167,707.53 | ||||
| Less Crow Payment | $ | (390,146.00 | ) | |||
| Less Toucan Payment | $ | (336,196.00 | ) | |||
| Less 10/15/2013 Revenue | $ | (843,733.79) | (4) | |||
| Net Due on 10/11/2013 | $ | 4,267,044.34 | ||||
Notes:
(1) Net of Crow and Electric Grid charges
(2) Net of Snipe 1-19 payment on 6/18/2013
(3) Osage paid the actual well completion costs on Xxxxxxxx 1-5 billed on 12/10/12 and 1/11/13 and then the entire prebill on 3/7/2013 therefore double paying $38,870.47
(4) Does not include the Snipe 1-19, Snipe 1-30, XxXxxxx 2-19, Blue Xxx 1-13 as those revenues will be payable on the 11/15/2013 check write.
EXHIBIT C
JOINT VENTURE LANDS
Sec-Twp-Rge
05-16N-03W
05-17N-03W
06-17N-03W
08-17N-03W
09-17N-03W
15-17N-03W
16-17N-03W
17-17N-03W
19-17N-03W
20-17N-03W
21-17N-03W
23-17N-03W
24-17N-03W
25-17N-03W
26-17N-03W
27-17N-03W
28-17N-03W
29-17N-03W
30-17N-03W
36-17N-03W
24-17N-04W
18-18N-03W
19-18N-03W
30-18N-03W
01-18N-04W
02-18N-04W
13-18N-04W
35-19N-04W
36-19N-04W
EXHIBIT D
OSAGE PARTITIONED ACREAGE
EXHIBIT “D”
OSAGE PARTITIONED LANDS
| Sec-Twp-Rge | County, State | Net Acres | ||||
| 01-16N-03W | Xxxxx County, OK | 79.88 | ||||
| 02-16N-03W | Xxxxx County, OK | 251.14 | ||||
| 03-16N-03W | Xxxxx County, OK | 239.70 | ||||
| 10-16N-03W | Xxxxx County, OK | 12.36 | ||||
| 11-16N-03W | Xxxxx County, OK | 173.96 | ||||
| 12-16N-03W | Xxxxx County, OK | 30.00 | ||||
| 01-16N-04W | Xxxxx County, OK | 56.28 | ||||
| 02-16N-04W | Xxxxx County, OK | 40.25 | ||||
| 03-16N-04W | Xxxxx County, OK | 125.11 | ||||
| 10-16N-04W | Xxxxx County, OK | 288.17 | ||||
| 04-17N-02W | Xxxxx County, OK | 4.50 | ||||
| 05-17N-02W | Xxxxx County, OK | 0.01 | ||||
| 07-17N-02W | Xxxxx County, OK | 129.67 | ||||
| 08-17N-02W | Xxxxx County, OK | 94.41 | ||||
| 09-17N-02W | Xxxxx County, OK | 275.66 | ||||
| 18-17N-02W | Xxxxx County, OK | 424.32 | ||||
| 19-17N-02W | Xxxxx County, OK | 386.09 | ||||
| 20-17N-02W | Xxxxx County, OK | 429.98 | ||||
| 27-17N-02W | Xxxxx County, OK | 190.90 | ||||
| 28-17N-02W | Xxxxx County, OK | 74.20 | ||||
| 29-17N-02W | Xxxxx County, OK | 285.27 | ||||
| 31-17N-02W | Xxxxx County, OK | 26.46 | ||||
| 03-17N-03W | Xxxxx County, OK | 20.56 | ||||
| 07-17N-04W | Xxxxx County, OK | 3.00 | ||||
| 08-17N-04W | Xxxxx County, OK | 3.32 | ||||
| 16-17N-04W | Xxxxx County, OK | 1.50 | ||||
| 17-17N-04W | Xxxxx County, OK | 1.38 | ||||
| 30-17N-04W | Xxxxx County, OK | 6.76 | ||||
| 34-18N-03W | Xxxxx County, OK | 7.50 | ||||
| 13-19N-03W | Xxxxx County, OK | 98.57 | ||||
| 3.760.91 | ||||||
EXHIBIT E
XXXXXXX’X PARTITIONED ACREAGE
| Sec-Twp-Rge | County, State | Net Acres | ||||
| 04-16N-03W | Xxxxx County, OK | 65.00 | ||||
| 06-16N-03W | Xxxxx County, OK | 64.90 | ||||
| 08-16N-03W | Xxxxx County, OK | 142.48 | ||||
| 09-16N-03W | Xxxxx County, OK | 151.19 | ||||
| 30-17N-02W | Xxxxx County, OK | 155.50 | ||||
| 04-17N-03W | Xxxxx County, OK | 42.09 | ||||
| 10-17N-03W | Xxxxx County, OK | 38.20 | ||||
| 14-17N-03W | Xxxxx County, OK | 102.38 | ||||
| 18-17N-03W | Xxxxx County, OK | 104.45 | ||||
| 22-17N-03W | Xxxxx County, OK | 55.75 | ||||
| 34-17N-03W | Xxxxx County, OK | 58.96 | ||||
| 35-17N-03W | Xxxxx County, OK | 123.34 | ||||
| 01-17N-04W | Xxxxx County, OK | 20.13 | ||||
| 03-17N-04W | Xxxxx County, OK | 11.13 | ||||
| 09-17N-04W | Xxxxx County, OK | 28.28 | ||||
| 10-17N-04W | Xxxxx County, OK | 111.40 | ||||
| 11-17N-04W | Xxxxx County, OK | 22.31 | ||||
| 12-17N-04W | Xxxxx County, OK | 145.64 | ||||
| 13-17N-04W | Xxxxx County, OK | 26.29 | ||||
| 14-17N-04W | Xxxxx County, OK | 6.36 | ||||
| 15-17N-04W | Xxxxx County, OK | 28.49 | ||||
| 18-17N-04W | Xxxxx County, OK | 7.77 | ||||
| 25-17N-04W | Xxxxx County, OK | 51.18 | ||||
| 27-17N-04W | Xxxxx County, OK | 55.00 | ||||
| 34-17N-04W | Xxxxx County, OK | 31.50 | ||||
| 06-18N-03W | Xxxxx County, OK | 20.01 | ||||
| 07-18N-03W | Xxxxx County, OK | 38.22 | ||||
| 10-18N-03W | Xxxxx County, OK | 7.50 | ||||
| 31-18N-03W | Xxxxx County, OK | 6.25 | ||||
| 03-18N-04W | Xxxxx County, OK | 25.30 | ||||
| 10-18N-04W | Xxxxx County, OK | 38.40 | ||||
| 11-18N-04W | Xxxxx County, OK | 159.23 | ||||
| 12-18N-04W | Xxxxx County, OK | 76.71 | ||||
| 14-18N-04W | Xxxxx County, OK | 54.43 | ||||
| 15-18N-04W | Xxxxx County, OK | 63.76 | ||||
| 22-18N-04W | Xxxxx County, OK | 87.78 | ||||
| 23-18N-04W | Xxxxx County, OK | 31.96 | ||||
| 24-18N-04W | Xxxxx County, OK | 16.78 | ||||
| 25-18N-04W | Xxxxx County, OK | 38.18 | ||||
| 27-18N-04W | Xxxxx County, OK | 40.01 | ||||
| 30-18N-04W | Xxxxx County, OK | 2.25 | ||||
| 32-18N-04W | Xxxxx County, OK | 2.50 | ||||
| 34-18N-04W | Xxxxx County, OK | 46.67 | ||||
| 35-18N-04W | Xxxxx County, OK | 45.88 | ||||
| 36-18N-04W | Xxxxx County, OK | 42.75 | ||||
| 09-19N-04W | Xxxxx County, OK | 154.37 | ||||
| 10-19 N-04W | Xxxxx County, OK | 100.00 | ||||
| 15-19N-04W | Xxxxx County, OK | 160.00 | ||||
| 16-19N-04W | Xxxxx County, OK | 158.44 | ||||
| 21-19N-04W | Xxxxx County, OK | 77.05 | ||||
| 27-19N-04W | Xxxxx County, OK | 53.33 | ||||
| 34-19N-04W | Xxxxx County, OK | 101.71 | ||||
| 02-20N-03W | Garfield County, OK | 40.00 | ||||
| 00-00X-00X | Xxxxxxxx Xxxxxx, XX | 00.00 | ||||
| 00-00X-00X | Xxxxxxxx Xxxxxx, XX | 80.00 | ||||
| 14-20N-03W | Garfield County, OK | 120.00 | ||||
| 15-20N-03W | Garfield County, OK | 120.00 | ||||
| 22-20N-03W | Garfield County, OK | 79.99 | ||||
| 3,759.18 |
EXHIBIT F
WELL COSTS ON OSAGE PARTITIONED ACREAGE
| Benelli sbe 1-27H | $ | 2,419.72 | ||
| Xxxxxxxx 1-18H | $ | 49,468.14 | ||
| Lily 1-3H | $ | 26,679.26 | ||
| LL Xxxxx 1-19H (Winchester 1-19H) | $ | 43,654.80 | ||
| Mossberg 1-31H | $ | 6,321.73 | ||
| Pansy 1-11H | $ | 693.57 | ||
| Peony 1-2H | $ | 8,277.89 | ||
| Peony 1-1 OH | $ | 3,218.15 | ||
| Remington 1-29H | $ | 12,065.49 | ||
| Rose 1-1 OH | $ | 3,056.30 | ||
| Titmouse 1-20H | $ | 11,852.48 | ||
| Total: | $ | 167,707.53 |
EXHIBIT G
XXXXXXX-XXXXXX TRADE AGREEMENT
EXHIBIT G
PARTICIPATION AGREEMENT
XXXXX COUNTY, OKLAHOMA
THIS PARTICIPATION AGREEMENT (“Agreement”), entered into effective the 1st day of November, 2012, is by and between Xxxxxxx Exploration Company, Inc., a Kansas corporation, whose principal place of business is 000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxx, 00000 (hereafter “SECI”), and Xxxxxx Oil Properties, L.L.C., with an address of 0000 X. Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, XX 00000 (hereafter “AOP”). SECI and AOP shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties.’1
WHEREAS, AOP has acquired, or is in the process of acquiring, certain leasehold and force pooled interests covering Xxxxxxxxx working interest owners within Sections 7 and 18 of Township 17 North, Range 2 West, Xxxxx County Oklahoma, said interests being limited to the Mississippi and Woodford formations and excluding existing wellbores (“Xxxxxxxxx Leases”), all described on Exhibit A ; and,
WHEREAS, AOP and SECI wish to acquire the Xxxxxxxxx Leases pursuant to the provisions of this Agreement and the agreements through which AOP acquires leasehold rights.
NOW THEREFORE, the Parties, for the mutual promises contained herein and other good and valuable consideration, the sufficiency which is hereby acknowledged, do hereby contract and agree as follows:
| 1. | In the consideration of the mutual benefits of this acquisition SECI and AOP shall jointly acquire all right, title and interest in and to the Xxxxxxxxx Leases in the percentages set forth herein. It is the intent herein that any interest in the Xxxxxxxxx Leases acquired by either SECI or AOP will be shared and assigned as stated herein. |
| 2 | AOP and SECI do jointly agree that the Xxxxxxxxx Leases shall be segregated into sections 7 and 18 and be owned by each Party in the percentages set forth below: |
| Xxxxxxx 0, X00X, X0X: | Xxxxxxx Exploration Company, Inc. 0% | |
| Xxxxxx Oil Properties, L. L. C. 100% | ||
| Xxxxxxx 00, X00X, X0X: | Xxxxxxx Exploration Company, Inc. x % | |
| Xxxxxx Oil Properties, L. L. C. y % |
The calculations for percentage interest of SECI and AOP in Sections 7 and 18 shall be based on the number of net leasehold acres the Xxxxxxxxx group assigns to SECI and AOP, and that the Xxxxxxxxx group percentage interest assigned is uniform in both Sections 7 and 18, recognizing the number of total acres owned by the Xxxxxxxxx group are different in Sections 7 and 18. The calculations for Section 18 percentage interest, shown above as “x” and “y” shall be based on the following example:
If the Xxxxxxxxx group has a total of 780 acres in Sections 7 (320 acres) and 18 (460 acres) and they elect to assign 75% of their position to SECI and AOP, then in Xxxxxxx 0, XXXX gets 0 acres and AOP would get 240 acres (320 x 75%) and in Section 18, where Xxxxxxxxx group has 460 acres in this example, SECI would get 187,5 acres (250 acres x 75%) and AOP would get 157.5 acres (210 acres x 75%). The constant factor in this formula for Section 18 is that SECI would get 250 acres, less the proportionate Xxxxxxxxx election to participate, in Section 18. The formula will be calculated on the actual number of acres owned by the Xxxxxxxxx group in Sections 7 and 18.
| 3. | The cash consideration for the leasehold and force pooled interest shall be at cost actually paid by AOP or SECI, being no more than $1,000.00 per net acre. Payment for Assignee’s proportionate share of cash consideration due shall be made by Assignee to Assignor by U.S. Mail or wire transfer within five (5) days of receipt of the Assignment by Assignee. |
| 4. | The acquiring party shall make assignment to the other party in an assignment on the form of assignment attached hereto as Exhibit “B”. Each party will support AOP as Operator of Section 7 and SECI as Operator of Section 18. |
| 5. | SECI shall endeavor to drill a Horizontal Mississippian or Woodford well in Section 18, T17N, R2W on the Xxxxxxxxx Leases or lands pooled therewith prior to December 31, 2013. AOP shall endeavor to drill a Horizontal Mississippian or Woodford well in Xxxxxxx 0, X00X, X0X on the Xxxxxxxxx Leases or lands pooled therewith within six months after SECI fracs its initial well in Xxxxxxx 00, X00X, X0X. |
| 6. | Net Revenue Interest: AOP and SECI shall be entitled to the net revenue interest assigned in the Xxxxxxxxx Leases. |
| 7. | Force Pooled Leases to be acquired: AOP and SECI shall share prorate on any oil and gas leases acquired in the Force Pooling proceedings for Section 7 and 18 based on the working interest of each party in each section. Xxxxxxxxx’x existing force pooled rights do not include Woodford rights. AOP’s agreement with Xxxxxxxxx group requires AOP to assign the same overriding royalty retained by the parties as in their Mississippi rights and SECI agrees to make any necessary assignments of overriding royalty in accordance with said agreement. |
| 8. | SECI agrees to dispose of 100% of AOP’s share of water recovered from or produced by xxxxx drilled in Sections 7 or 18, T17N, R2W delivered by AOP a Disposal well drilled by SECI. SECI will be responsible for all costs associated with drilling and operating said Disposal well and will charge AOP $ 1.00 per barrel for said water delivered by AOP to the disposal well. Said fee shall remain $1.00 per barrel for a term of five years. At the end of said five year period, SECI has the option to escalate the fee by five percent annually. |
| 9. | Notices: All notices required hereunder shall be considered given when delivered personally or when sent by e-mail, facsimile, or US. Mail properly addressed as follows: |
Xxxxxxx Exploration Company, Inc,
000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Phone:(000)000-0000
Fax: (000) 000-0000
Xxxxxx Oil Properties, L.L.C.
0000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxx
Phone: 405/000-0000, ext. 202 Fax:
405/000-0000
Notwithstanding the foregoing, notices or deliveries by U. S. Mail shall be deemed given or made only upon receipt by the addressee. Any Party to this Agreement may change its mailing address, telephone number, facsimile number, or email address for notice hereunder effective the thirtieth (30th) day after the giving of notice of such change in accordance with the provisions of this paragraph,
| 10. | Miscellaneous Provisions: |
Subject to the other provisions of this Agreement, this Agreement and all provisions hereof shall inure to the benefit of and be binding upon not only the Parties, but their respective heirs, successors, and assigns. The Parties may assign their rights, duties, and obligations hereunder, so long as any assignment by a Party hereto is expressly made subject to the terms and conditions herein contained.
| A | The paragraph headings of this Agreement are inserted for convenience only and should not be considered a part of this Agreement or used in its interpretation. | |
| B | This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, | |
| C | The provisions of this Agreement are intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement | |
| D | This Agreement constitutes the entire understanding of the Parties in respect to the subject matter hereof, in lieu of any prior agreement, and no amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing and signed by the Party(ies) against whom/which it is sought to be enforced. |
| E | This Agreement may be signed in counterparts, which, when taken together, shall have the effect of a single instrument This Agreement, however, shall not be binding on any Party unless and until a single original or counterparts, of this Agreement have been signed by all Parties named therein. A printed faxed or scanned copy shall be deemed to be the equivalent of an original, | |
| F. | This Agreement shall be binding on the parties hereto, their successors and assigns. |
EXECUTED as of the day and year first above written.
Xxxxxxx Exploration Company, Inc.
| /s/ F. Xxxxx Xxxx | |
| F. Xxxxx Xxxx | |
| Agent and Attorney-in-Fact |
| Xxxxxx Oil Properties, L. L. C. | |
| /s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx, Manager |
Exhibit “A”
Attached to and made a part of that certain Participation Agreement dated November 1, 2012, by and between Xxxxxxx Exploration Company, Inc. a Kansas corporation, and Xxxxxx Oil Properties, L.L.C.
XXXXX COUNTY, OKLAHOMA
| Lessor | Lessee | Lease Date | Book | Page | Legal Description | |||||
| Xxxxxx X. Xxxxx and Xxxx Xxxx Xxxxx, husband and wife | Xxxxxx X. Xxxxxxxxx | 8/20/2004 | 1814 | 314 | Lots 3 and 4 and the E/2 SW/4 of Section 7- 17N-2W | |||||
| Xxxxxx Xxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 8/20/2004 | 1814 | 312 | Lot 4 and the SE/4 SW/4 of Section 7-17N-2W | |||||
| Xxx Xxxxx Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 8/20/2004 | 1814 | 316 | Lot 4 and the SE/4 SW/4 of Section 7-17N-2W | |||||
Xxxxx Xxx Xxxxx |
Xxxxxx X. Xxxxxxxxx | 9/10/2004 | 1819 | 513 | Lot 4 and the SE/4 SW/4 of Section 7-17N-2W | |||||
| Xxxxx Xxxx Xxxxxxxx | Xxxxxx X. Xxxxxxxxx | 10/6/2004 | 1821 | 742 | Lot 4 and the SE/4 SW/4 of Section 7-17N-2W | |||||
| Xxxxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 4/8/2005 | 1857 | 7 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxx X. Xxxxx and Xxxx Xxxx Xxxxx, husband and wife | Xxxxxx X. Xxxxxxxxx | 4/8/2005 | 1857 | 9 | SE/4 of Section 7-17N-2W | |||||
| Xxxxx Xxxxx XxXxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/25/2005 | 1857 | 11 | SE/4 of Section 7-17N-2W | |||||
| Xxxx X. XxXxxxxxx, Xx. | Xxxxxx X. Xxxxxxxxx | 4/25/2005 | 1860 | 387 | SE/4 of Section 7-17N-2W | |||||
| Xxxx Xxxxx XxXxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/25/2005 | 1868 | 239 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxx Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/15/2005 | 1868 | 237 | SE/4 of section 7-17N-2W | |||||
| Xxxxxx X. XxXxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/15/2005 | 1857 | 5 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxxxx X. Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/15/2005 | 1874 | 708 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxx X. XxXxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/15/2005 | 1864 | 234 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxx Xxxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 6/27/2005 | 1874 | 699 | SE/4 of Section 7-17N-2W |
Exhibit “A”
Attached to and made a part of that certain Participation Agreement dated November 1, 2012, by and between Xxxxxxx Exploration Company, Inc., a Kansas corporation, and Xxxxxx Oil Properties, L.L.C.
XXXXX COUNTY, OKLAHOMA
| Lessor | Lessee | Lease Date | Book | Page | Legal Description | |||||
| Xxxxx Xxxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 7/7/2005 | 1874 | 706 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxxx Xxxx | Xxxxxx X. Xxxxxxxxx | 7/7/2005 | 1874 | 704 | SE/4 of Section 7-17N-2W | |||||
| Xxxx Xxxxxxx and Xxxxxxx Xxxxxxx, husband and wife | Xxxxxx X. Xxxxxxxxx | 7/28/2005 | 1885 | 45 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxxxxx Xxxx Xxxx | Xxxxxx X. Xxxxxxxxx | 7/29/2005 | 1911 | 379 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxxx X. Xxxxxxxx | Xxxxxx X. Xxxxxxxxx | 7/28/2005 | 1952 | 386 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxx X. Xxxx | Xxxxxx X. Xxxxxxxxx | 7/29/2005 | 1942 | 91 | SE/4 of Section 7-17N-2W | |||||
| Xxxxx X. Xxxxxxxx | Xxxxxx X. Xxxxxxxxx | 7/28/2006 | 1953 | 85 | SE/4 of Section 7-17N-2W | |||||
| Xxxxxx Xxxxxx and Xxxxxxxx Xxxxxx, husband and wife | Xxxxxx X. Xxxxxxxxx | 8/5/2005 | 1885 | 43 | SE/4 of Section 7-17N-2W | |||||
| Force Pooling Order No. 544740 | Applicant: Xxxxxxxxx Oil CO., Inc. | 9/27/2007 | SE/4 of Section 7-17N-2W | |||||||
| Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx, Co- Trustees of the Xxxxxxxx 1990 Revocable Trust dated 8/21/90 | Xxxxxx X. Xxxxxxxxx | 8/26/2004 | 1814 | 318 | Lots 1 and 2 and E/2 NW/4 of Section 18-17N- 2W | |||||
| Xxxxxxxxx X.X. Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 8/29/2004 | 1816 | 427 | Lots 1 and 2 and E/2 NW/4 of Section 18-17N- 2W | |||||
| Xxxxx X. Xxxxxxx, Trustee of the Xxxxxxx and Xxxxxx Trust No. 1 | Xxxxxx X. Xxxxxxxxx | 8/29/2004 | 1816 | 425 | Lots 1 and 2 and E/2 NW/4 of Xxxxxxx 00-00X- 0X | |||||
| Xxxxxxxx Xxxxx University Foundation | Xxxxxx X. Xxxxxxxxx | 10/8/2004 | 1821 | 248 | Lot 1 and the E/2 NW/4 of Section 18-17N-2W | |||||
| Xxxxxx X. Xxxxxx, Trustee | Xxxxxx X. Xxxxxxxxx | 9/13/2004 | 1819 | 524 | Lot 1 and the E/2 NW/4 of Section 18-17N-2W |
Exhibit “A”
Attached to and made a part of that certain Participation Agreement dated November 1, 2012. by and between Xxxxxxx Exploration Company, Inc., a Kansas corporation, and Xxxxxx Oil Properties, LLC.
XXXXX COUNTY, OKLAHOMA
| Lessor | Lessee | Lease Date | Book | Page | Legal Description | |||||
| Xxxxx X. Xxxxxx | Xxxxxx C, Xxxxxxxxx | 9/13/2004 | 1819 | 515 | Lot 1 and the E/2 NW/4 of Section 18-17N-2W | |||||
| Xxxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 9/13/2004 | 1821 | 559 | Lot 1 and the E/2 NW/4 of Section 16-17N-2W | |||||
| Xxxxxx X. Seeds and Xxxxxxxx X. Seeds, husband and wife | Xxxxxx X. Xxxxxxxxx | 8/29/2004 | 1819 | 518 | Lot 2 of Section 18-17N-2W | |||||
| Xxxxxxx Xxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 9/28/2004 | 1819 | 520 | Lot 2 of the NW/4 of Section 18-17N-2W | |||||
| Xxxxxxx X. Xxxxxx | Xxxxxx X. Xxxxxxxxx | 9/28/2004 | 1819 | 522 | Lot 2 of the NW/4 of Section 18-17N-2W | |||||
| Xxxxxx Xxxxxxx and Xxxxx Xxxxx Xxxxxxx, husband and wife | Xxxxxx X. Xxxxxxxxx | 2/10/2006 | 1911 | 375 | Lot 1 and the E/2 NW/4 and the NE/4 of Section 18-17N-2W | |||||
| Xxxxx Xxxx Xxxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/11/2005 | 1857 | 14 | NE/4 of Section 18-17N-2W | |||||
| Xxxxx Xxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 4/11/2005 | 1857 | 20 | NE/4 of Section 18-17N-2W | |||||
| Xxx Xxxxx Oaniels | Xxxxxx X. Xxxxxxxxx | 4/11/2005 | 1857 | 22 | NE/4 of Section 10-17N-2W | |||||
| Xxxxx Xxxxx XxXxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/25/2005 | 1857 | 28 | NE/4 of Section 18-17N-2W | |||||
| Xxxx X. XxXxxxxxx. Jr. | Xxxxxx X. Xxxxxxxxx | 4/25/2005 | 1860 | 389 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxx Xxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 4/11/2005 | 1857 | 32 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxxxxx Xxxxx, wife of Xxxxxx Xxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 8/17/2006 | 1952 | 396 | NE/4 of Section 18-17N-2W | |||||
| Xxxxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 4/8/2005 | 1857 | 34 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxx X. XxXxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/15/2005 | 1857 | 38 | NE/4 of Section 18-17N-2W |
Exhibit “A”
Attached to and made a part of that certain Participation Agreement dated November 1. 2012, by and between Xxxxxxx Exploration Company. Inc., a Kansas corporation, and Xxxxxx Oil Properties, LLC.
XXXXX COUNTY, OKLAHOMA
| Lessor | Lessee | Lease Date | Book | Page | Legal Description | |||||
| Xxxxxx X. XxXxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/15/2005 | 1864 | 236 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxx X Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/15/2005 | 1868 | 245 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxxxx X. Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/15/2005 | 1885 | 47 | NE/4 of Section 18-17N-2W | |||||
| Xxxx Xxxxx XxXxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/25/2005 | 1864 | 238 | NE/4 of Section 18-17N-2W | |||||
| Xxxxx Xxxxxx Xxxxxxxx | Xxxxxx X. Xxxxxxxxx | 5/26/2005 | 1864 | 242 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxx Moms and Xxxxxxxx Xxxxxx, husband and wife | Xxxxxx X. Xxxxxxxxx | 8/5/2005 | 1885 | 51 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxx X. Xxxxxxxx, Xxxxxx of the Roman Catholic Diocese of Tulsa, Oklahoma | Xxxxxx X. Xxxxxxxxx | 5/2/2005 | 1860 | 379 | NE/4 of Section 18-17N-2W | |||||
| Xxxx Xxx Xxxxxx and Xxxxxx Xx Xxxxxxx, Co- Trustees of the Xxxx Xxx Xxxxxx Revocable Living Trust dated 9/1/95 | Xxxxxx X. Xxxxxxxxx | 5/3/2005 | 1864 | 240 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxxx Xxxx Xxxxxx and Xxxxxx X. Xxxxxx, Co-Trustees of the Xxxxxx Trust | Xxxxxx X. Xxxxxxxxx | 6/1/2005 | 1868 | 247 | NE/4 of Section 18-17N-2W | |||||
| Xxxxx Xxxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 7/7/2005 | 1874 | 816 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxxx Xxxx | Xxxxxx X. Xxxxxxxxx | 7/7/2005 | 1874 | 718 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxx Xxxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 7/27/2005 | 1874 | 720 | NE/4 of Section 18-17N-2W | |||||
| Xxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 7/28/2005 | 1885 | 49 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxxxxx Xxxx Xxxx | Xxxxxx X. Xxxxxxxxx | 7/29/2005 | 1911 | 381 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 8/22/2005 | 1878 | 63 | NE/4 of Section 18-17N-2W |
Exhibit “A”
Attached to and made a part of that certain Participation Agreement dated November 1. 2012, by and between Xxxxxxx Exploration Company. Inc., a Kansas corporation, and Xxxxxx Oil Properties, LLC.
XXXXX COUNTY, OKLAHOMA
| Lessor | Lessee | Lease Date | Book | Page | Legal Description | |||||
| Midfirst Trust Company, Successor Trustee of the Xxxxxxx Xxxxxx XxXxxxxxx Revocable Trust dated 3/25/96 | Xxxxxx X. Xxxxxxxxx | 6/3/2005 | 1878 | 598 | NE/4 of Section 18-17N-2W | |||||
| Xxxx X. Xxxxxxx and E. Xxx Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 5/5/2005 | 1911 | 383 | NE/4 of Section 1&-17N-2W | |||||
| Xxxxxxx X. Xxxxxxxx | Xxxxxx X. Xxxxxxxxx | 7/28/2005 | 1952 | 392 | NE/4 of Section 18-17N-2W | |||||
| Xxxxx X. Xxxxxxxx | Xxxxxx X. Xxxxxxxxx | 7/28/2006 | 1953 | 87 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxx X. Xxxx | Xxxxxx X. Xxxxxxxxx | 7/29/2005 | 1942 | 93 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxx Xxxxxxxx Xxxxxx, Xx. | Xxxxxx X. Xxxxxxxxx | 7/20/2006 | 1947 | 441 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxx Xxxxxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 7/20/2006 | 1947 | 443 | NE/4 of Section 18-17N-2W | |||||
| Xxxx Xxxx Xxxxxxx, formerly Xxxxxxxx | Xxxxxx X. Xxxxxxxxx | 7/20/2006 | 1947 | 437 | NE/4 Of Section 18-17N-2W | |||||
| Xxxxxxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 7/20/2006 | 1958 | 353 | NE/4 Of Section 18-17N-2W | |||||
| C. Xxxxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 7/20/2006 | 1952 | 394 | NE/4 of Section 18-17N-2W | |||||
| Xxxx Xxxxxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 7/22/2006 | 1952 | 398 | NE/4 of Section 18-17N-2W | |||||
| Xxxx Xxxx Xxxxxxx and Xxxxxx Xxxxxxxx Xxxxxx, Xx.. Co-Trustees of the Xxxxx Xxxxxx Xxxxxx Loving Trust, for the benefit of Xxxx Xxxxxxxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 7/20/2006 | 1947 | 439 | NE/4 of Section 18-17N-2W | |||||
| Xxxx. X. Xxxx & Company | Xxxxx X. Xxxxxxxx | 9/5/2006 | 1951 | 451 | NE/4 of Section 18-17N-2W | |||||
| Xxxxxxxxx Xxxxxx Xxxxxxx. Trustee of the Xxxxxxxxx Xxxxxx Xxxxxxx Revocable Trust | Xxxxxx X. Xxxxxxxxx | 9/5/2006 | 1952 | 390 | NE/4 of Section 18-17N-2W | |||||
| Pleasant X. Xxxx, a/k/a P.P. Xxxx | Xxxxxx X. Xxxxxxxxx | 7/5/2006 | 1942 | 95 | NE/4 of Section 1&-17N-2W |
Exhibit “A”
Attached to and made a part of that certain Participation Agreement dated November 1.2012. by and between Xxxxxxx Exploration Company. Inc., a Kansas corporation, and Xxxxxx Oil Properties, L.L.C.
XXXXX COUNTY, OKLAHOMA
| Lessor | Lessee | Lease Date | Book | Page | Legal Description | |||||
| PEC Minerals, LP (formerly known as Sempra Energy Production Company) | Xxxxxxxxx Oil Co., Inc. | 10/1/2006 | 1978 | 241 | NE/4 of Section 18-17N-2W | |||||
| ECC, LLC and JFC Minerals, LLC | Xxxxxx X. Xxxxxxxxx | 11/15/2006 | 1978 | 239 | NE/4 of Section 18-17N-2W | |||||
| Xxx Xxxxx Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/11/2005 | 1857 | 24 | SE/4 of Section 18-17N-2W | |||||
| Xxxxxx Xxx Xxxxx | Xxxxxx X. Xxxxxxxxx | 4/11/2005 | 1857 | 30 | SE/4 of Section 18-17N-2W | |||||
| Xxx Xxxxx and Xxxxxxx Xxxxx, husband and wife | Xxxxxx X. Xxxxxxxxx | 4/13/2005 | 1857 | 26 | SE/4 of Section 18-17N-2W | |||||
| Xxxxx Xxxx Xxxxxxxx | Xxxxxx X. Xxxxxxxxx | 4/11/2005 | 1857 | 16 | SE/4 of Section 18-17N-2W | |||||
| Xxxxx Xxx Xxxxx (Xxxxxxx X. Xxxxx and Xxxxxxx Xxxxx, husband and wife) | Xxxxxx X. Xxxxxxxxx | 4/11/2005 | 1857 | 18 | SE/4 of Section 18-17N-2W | |||||
| Xxxxxxxx X. Xxxxx | Xxxxxx X. Xxxxxxxxx | 7/10/2005 | 1874 | 710 | W/2 SE/4 of Section 18-17N-2W | |||||
| Xxxxxxx X. Xxxxxx | Xxxxxx X. Xxxxxxxxx | 7/10/2005 | 1874 | 712 | W/2 SE/4 of Section 18-17N-2W | |||||
| Xxxxx X. Xxxxxx | Xxxxxx X. Xxxxxxxxx | 7/10/2005 | 1874 | 714 | W/2 SE/4 of Section 18-17N-2W | |||||
| Xxxxxxx X. Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 7/10/2005 | 1878 | 601 | W/2 SE/4 of Section 18-17N-2W | |||||
| Xxxxxxx Xxx Xxxxxx | Xxxxxx X. Xxxxxxxxx | 8/25/2005 | 1911 | 377 | W/2 SE/4 of Section 18-17N-2W | |||||
| Xxxxx Xxxx Xxxx | Xxxxxx X. Xxxxxxxxx | 9/5/2006 | 1957 | 244 | W/2 SE/4 of Section 18-17N-2W | |||||
| Xxxxx X Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 10/14/2006 | 1967 | 229 | W/2 SE/4 of Section 18-17N-2W | |||||
| Xxxxx Xxxxxxx | Xxxxxx X. Xxxxxxxxx | 1/9/2007 | 1975 | 288 | W/2 SE/4 of Section 18-17N-2W | |||||
| Force Pooling Order No. 515612 | Applicant Xxxxxxxxx Oil Company, Inc. | 11/29/2005 | NW/4 Section 18-17N-2W |
Exhibit “A”
Attached to and made a part of that certain Participation Agreement dated November 1.2012. by and between Xxxxxxx Exploration Company. Inc., a Kansas corporation, and Xxxxxx Oil Properties, L.L.C.
XXXXX COUNTY, OKLAHOMA
| Lessor | Lessee | Lease Date | Book | Page | Legal Description | |||||
| Force Pooling Order No. 529518 | Applicant: Inc. Xxxxxxxxx Oil Co., | 9/11/2005 | NE/4 Section 18-17 ‘N-2W | |||||||
| Force Pooling Order No. 535457 | Applicant: Inc. Xxxxxxxxx Oil Co,, | 2/13/2007 | SE/4 Section 18-17 N-2W |
ADDENDUM TO EXHIBIT G
| Xxxxxx Xxxxxxxx | |
| From: | Xxx Xxxxxxx |
| Sent: | Monday, September 30, 2013 11:02 AM |
| To: | Xxxxx Xxxx |
| Subject: | FW: Xxxxxxxx 1-18H, Section 18-17N-2W, Xxxxx Co., OK |
Xxxxxx X. Xxxxxxx
Senior Xxxxxxx
Xxxxxxx Exploration Company, Inc.
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000
xxxxxxxx@xxxxxxxxxxxxxxxx.xxx
| Direct: | (000)000-0000 |
| Office: | (000)000-0000 |
| Cell: | (000) 000-0000 |
From: Xxxxx Xxxxxxx [mailto:xxxxxxxx@xxxxxxxxx.xxx]
Sent: Monday, July 29, 2013 8:31 AM
To: Xxx Xxxxxxx
Cc: Xxxxx Xxxx; Xxxxx Xxxxxx
Subject: RE: Xxxxxxxx 1-18H, Section 18-17N-2W, Xxxxx Co., OK
Xxx,
It is acceptable with Xxxxxx to postpone drilling the first well in Section 18-17N-2W in the 2nd Quarter of 2014.
Xxxxx Xxxxxxx, CPL
Land Manager, Xxxxxx Oil Properties, L.L.C.
0000 X. Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, XX 00000
Ph: 405/000-0000, ext. 202 / Fax: 405/000-0000
xxxxxxxx@xxxxxxxxx.xxx
From: Xxxxxx Xxxxxxx [mailto:xxxxxxxx@xxxxxxxxxxxxxxxx.xxx]
Sent: Friday, July 26, 2013 9:06 AM
To: Xxxxx Xxxxxxx
Cc: Xxxxx Xxxx
Subject: Xxxxxxxx 1-18H, Section 18-17N-2W, Xxxxx Co., OK
Xxxxx:
I am advised by Xxxxx Xxxxxxx that he had a conversation with Xx. Xxxxxx regarding the timing of our plans to drill the Xxxxxxxx 1-18H. It is my understanding that if Xxxxxxx was not planning to drill the well by the end of this calendar year, that Xxxxxx Oil Properties, L.L.C. would prefer that we put off drilling until at least the 2nd Quarter of 2014. Given our current rig schedule, we don’t anticipate drilling this well before the 2nd Quarter of next year. Please advise whether or not this is acceptable to your company.
Xxxxxx X. Xxxxxxx
Senior Xxxxxxx
Xxxxxxx Exploration Company, Inc.
000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, XX 00000
xxxxxxxx@xxxxxxxxxxxxxxxx.xxx
| Direct: | (000)000-0000 |
| Office: | (000)000-0000 |
| Cell: | (000) 000-0000 |
From: Xxxxx Xxxxxxx [mailto:xxxxxxxx@xxxxxxxxx.xxx]
Sent: Monday, June 03, 2013 10:17 AM
To: Xxxxx Xxxx; Xxx Xxxxxxx
Subject: Xxxxxxxx 1-18H; Section 18-17N-2W, Xxxxx Co., OK
Good morning Xxxxx and Xxx,
We are updating our budget for the remainder of 2013. Do you have any updated information regarding Xxxxxxx’x plans to drill a Miss horizontal in the referenced Section?
I know from speaking to Xxx a couple of weeks ago that you have a drilling opinion on the Section and plan to start Commission work.
We would prefer Xxxxxxx drill the well this year. I realize you have a big drilling program in the area and this is just one well in your inventory. But we would appreciate if you can give us an idea of your estimated timing for the well at this point.
Thanks! I look forward to hearing from you.
Xxxxx Xxxxxxx, CPL
Land Manager, .Xxxxxx Oil Properties, L.L.C.
0000 X. Xxx Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, XX 00000
Ph: 405/000-0000, ext. 202 / Fax: 405/000-0000
xxxxxxxx@xxxxXxxxx.xxx
EXHIBIT H
APOLLO AND BOOTHBAY MORTGAGE RELEASES NEEDED COVERING ACREAGE PREVIOUSLY ASSIGNED TO XXXXXXX
EXHIBIT “H”
| County/State: XXXXX, OKLAHOMA | |
| Lease #: | XX 00000 C |
| Lease Date: | 1/26/2011 |
| Lessor: | XXXXXXXXXXX, R XXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 16 NORTH, RANGE 3 WEST |
| SECTION 5: LOTS 1 AND 2, AND THE S/2 NE/4 | |
| Recording: | 2237 516 |
| Lease #: | XX 00000 C |
| Lease Date; | 3/1/2012 |
| Lessor: | BRANCH, XXXXXXX XXXXX TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 3: E/2 SE/4, W/2 SE/4 | |
| Recording: | 2306 283 |
| Lease #: | XX 00000 D |
| Lease Date: | 3/1/2012 |
| Lessor: | XXXXX FAMILY TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 3: E/2 SE/4, W/2 SE/4 | |
| Recording: | 2306 286 |
| Lease #: | XX 00000 C |
| Lease Date: | 2/20/2012 |
| Lessor: | XXXXX, XXXXX XXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 14: XX/0 XX/0, X/0 XX/0 NE/4 | |
| Recording: | 2306 298 |
| Lease #: | XX 00000 A |
| Lease Date: | 1/20/2012 |
| Lessor: | XXXXX, XXXX B |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 14: N2/3 NE/4 NE/4 & N2/3 E/2 NW/4 NE/4 | |
| Recording: | 2306 295 |
| Lease #: | XX 00000 B |
| Lease Date: | 3/1/2012 |
| Lessor: | BRANCH, XXXXXXX XXXXX TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 14: N2/3 NE/4 NE/4 & N2/3 E/2 NW/4 NE/4 | |
| Recording: | 2306 289 |
| Lease #: | XX 00000 C |
| Lease Date: | 3/1/2012 |
| Lessor: | XXXXX FAMILY TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 14: N2/3 NE/4 NE/4 & N2/3 E/2 NW/4 NE/4 | |
| Recording: | 2306 292 |
| Lease #: | XX 00000 A |
| Lease Date: | 3/6/2012 |
| Lessor: | XXXXX FAMILY TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 19: XXX 0, XXX 0 & E/2 NW/4 | |
| Recording: | 2306 304 |
| Lease #: | XX 00000 B |
| Lease Date: | 3/6/2012 |
| Lessor: | BRANCH, XXXXXXX XXXXX TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 19: XXX 0, XXX 0 X X/0 XX/0 | |
| Recording: | 2306 301 |
| Lease #: | XX 00000 A |
| Lease Date: | 3/15/2012 |
| Lessor: | XXXXXXXX JOINT REV TR |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: NW/4 | |
| Recording: | 2306 311 |
| Lease #: | XX 00000 B |
| Lease Date | 3/15/2012 |
| Lessor: | XXXXXX, XXXXXX M REV TR |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: NW/4 | |
| Recording: | 2306 309 |
| Lease #: | XX 00000 C |
| Lease Date | 3/8/2012 |
| Lessor: | XXXXXXX, XXXXXXXXX G |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: NW/4 | |
| Recording: | 2309 641 |
| Lease #: | XX 00000 D |
| Lease Date; | 3/14/2012 |
| Lessor: | XXXXXX, XXXX X |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: NW/4 | |
| Recording: | 2306 307 |
| Lease #: | XX 00000 B |
| Lease Date: | 3/23/2012 |
| Lessor: | XXXXXX, XXXXX XXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 26: N/2 NE/4 | |
| Recording: | 2309 652 |
| Lease #; | XX 00000 C |
| Lease Date: | 8/28/2011 |
| Lessor: | XXXXXX, XXXXXXXX |
| Lessee: | OSAGE EXPLORATION DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 29: NE/4 | |
| Recording: | 2272 641 |
| Lease #: | XX 00000 C |
| Lease Date: | 3/12/2012 |
| Lessor: | XXXXXXX, XXXXXX M |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 34: S/2 S/2 NE/4 AND LOT 4 (29.90 ACRES), INCLUDING ALL ACCRETION AND | |
| RIPARIAN RIGHTS THERETO | |
| Recording: | 2309 661 |
| Lease #: | XX 00000 D |
| Lease Date: | 2/13/2012 |
| Lessor: | XXXXX, XXXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 34: S/2 S/2 NE/4 AND LOT 4 (29.90 ACRES), INCLUDING ALL ACCRETION AND | |
| RIPARIAN RIGHTS THERETO | |
| Recording: | 2306 313 |
| Lease #: | XX 00000 E |
| Lease Date: | 3/14/2012 |
| Lessor: | XXXXX, ALDF.N XXXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 34: S/2 S/2 NE/4 AND LOT 4 (29.90 ACRES), INCLUDING ALL ACCRETION AND | |
| RIPARIAN RIGHTS THERETO | |
| Recording: | 2309 664 |
| Lease #: | XX 00000 F |
| Lease Date: | 3/2/2012 |
| Lessor: | XXXXXXX, XXXXX XXXXXXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 34: S/2 S/2 NE/4 AND LOT 4 (29.90 ACRES), INCLUDING ALL ACCRETION AND | |
| RIPARIAN RIGHTS THERETO | |
| Recording: | 2306 316 |
| Lease #: | XX 00000 G |
| Lease Date: | 2/16/2012 |
| Lessor: | XXXXXXXX, XXXXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 3 WEST |
| SECTION 34: S/2 S/2 NE/4 AND LOT 4 (29.90 ACRES), INCLUDING ALL ACCRETION AND | |
| RIPARIAN RIGHTS THERETO | |
| Recording: | 2306 319 |
| Lease #: | XX 00000 C |
| Lease Date: | 3/14/2012 |
| Lessor: | XXXXXX, XXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: N/2 | |
| Recording: | 2306 322 |
| Lease #: | XX 00000 E |
| Lease Date: | 1/5/2012 |
| Lessor: | XXXXX, XXXXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION Is SE/4 | |
| Recording: | 2306 325 |
| Lease #: | XX 00000 B |
| Lease Date: | 3/2/2012 |
| Lessor: | BUZACH, XXXXXXX XXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION 2: SW/4 | |
| Recording: | 2309 643 |
| Lease #: | XX 00000 C |
| Lease Date: | 3/2/2012 |
| Lessor: | XXXXXXX, XXXXX B |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION 2: SW/4 | |
| Recording: | 2306 328 |
| Lease #: | XX 00000 D |
| Lease Date: | 3/2/2012 |
| Lessor: | XXXXXXX, XXXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION 2: SW/4 | |
| Recording: | 2309 646 |
| Lease #: | XX 00000 E |
| Lease Date: | 2/23/2012 |
| Lessor: | XXXXXX, XXXXXXXX C |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: SW/4 | |
| Recording: | 2303 747 |
| Lease #: | XX 00000 N |
| Lease Date: | 2/27/2012 |
| Lessor: | XXXXXXX, XXXXXX K |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: W/2 SE/4 | |
| Recording: | 2306 332 |
| Lease #: | XX 00000 O |
| Lease Date: | 2/29/2012 |
| Lessor: | XXXXXXXX, XXXXXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: W/2 SE/4 | |
| Recording: | 2311 10 |
| Lease #: | XX 00000 A |
| Lease Date: | 2/29/2012 |
| Lessor: | XXXXXXXXXX, XXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION 10: NE/4 SE/4 & N/2 SE/4 SE/4, LESS AND EXCEPT A TRACT OF LAND IN THE | |
| NE/C OF THE SE/4 MORE PARTICULARLY DESCRIBED IN BOOK 822 PAGE 878 | |
| IN XXXXX COUNTY, OKLAHOMA | |
| Recording: | 2309 658 |
| Lease #: | XX 00000 A |
| Lease Date: | 10/4/2010 |
| Lessor: | XXXXXX, XXXXXXXX XXXXX |
| Lessee: | XXXXX LAND CO., INC |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: NW/4 | |
| Recording: | 2228 311 |
| Lease #: | XX 00000 A |
| Lease Date: | 3/16/2012 |
| Lessor: | XXXXXXX, XXXXXX |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION 12: NE/4 | |
| Recording: | 2311 16 |
| Lease #: | XX 00000 B |
| Lease Date: | 3/21/2012 |
| Lessor: | XXXXXXXXX, XXXXXX & XXXXXXXX FAM TR |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION 12: NE/4 | |
| Recording: | 2311 13 |
| Lease #: | XX 00000 A |
| Lease Date: | 3/1/2012 |
| Lessor: | XXXXXXXX, X X & VINA |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION 25: SE/4 SW/4, N/2 SW/4 SW/4 | |
| Recording: | 2306 335 2447 109 |
| Lease #: | XX 00000 C |
| Lease Date: | 2/29/2012 |
| Lessor: | XXXXX FAMILY TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION 34: NE/4 | |
| Recording: | 2306 341 |
| Lease #: | XX 00000 D |
| Lease Date: | 2/29/2012 |
| Lessor: | BRANCH, XXXXXXX XXXXX TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 17 NORTH, RANGE 4 WEST |
| SECTION 34: NE/4 | |
| Recording: | 2306 338 |
| Lease #: | XX 00000 A |
| Lease Date: | 3/21/2012 |
| Lessor: | XXXXXX, XXXX A REVOCABLE TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 18 NORTH, RANGE 3 WEST |
| SECTION 10: E/2 NE/4 | |
| Recording: | 2309 671 |
| Lease #: | XX 00000 B |
| Lease Date: | 3/19/2012 |
| Lessor: | XXXXXX, XXXXXXX REV TR |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 18 NORTH, RANGE 3 WEST |
| SECTION 10: E/2 NE/4 | |
| Recording: | 2309 675 |
| Lease #: | XX 00000 C |
| Lease Date: | 3/19/2012 |
| Lessor: | XXXXX, XXXXXXXX X REV TR |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 18 NORTH, RANGE 3 WEST |
| SECTION 10: E/2 NE/4 | |
| Recording: | 2309 667 |
| Lease #: | XX 00000 C |
| Lease Date: | 2/28/2012 |
| Lessor: | XXXXX FAMILY TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: SE/4 | |
| Recording: | 2306 344 |
| Lease #: | XX 00000 D |
| Lease Date: | 2/29/2012 |
| Lessor: | BRANCH, XXXXXXX XXXXX TRUST |
| Lessee: | OSAGE EXPLORATION/DEVELOPMENT |
| Lands: | TOWNSHIP 00 XXXXX, XXXXX 0 XXXX |
| XXXXXXX 00: SE/4 | |
| Recording: | 2306 347 |
