Assignment Bill of Sale and Conveyance

WELLBORE ASSIGNMENT, CONVEYANCE, BILL OF SALE, AND RELEASE

This Wellbore Assignment, Conveyance, Bill of Sale, and Release (the “Assignment”), dated to be effective (the "Effective Date"), is from the "Assignor”, whose address is is to the "Assignee", whose address is

Assignor owns and desires to assign to Assignee, all of its interests in and to the well and wellbore described below, together with the rights associated with the wellbore as specifically described below (collectively the “Assets,” as that term is defined below).

Assignor does not assign to Assignee any of its interest in and to the Excluded Assets, as that term is defined below.

To accomplish the foregoing, Assignor and Assignee agree as follows:

ASSIGNMENT AND AGREEMENT

For valuable consideration, the receipt and sufficiency of which is acknowledged, Assignor sells, assigns, transfers, delivers, and conveys to Assignee the following, all of which are collectively called the “Assets":

a. The (name of the Well) and associated wellbore, located (specific location and any limitation as to depth, formation, etc.), collectively referred to in this Assignment as the "Well".

b. The rights in and to the oil and gas lease described in Exhibit “A,” insofar and only insofar as the lease covers the lands described in Exhibit “A,” which description sets out the limitations as to depths or formation, (the “Lease”), together with the leasehold rights as are necessary to operate, maintain, produce, and plug and abandon the Well.

c. All personal property and fixtures associated with the Well, including without limitation the following: all tubing, casing, and other equipment in the wellbore, wellhead equipment (add the description of any other equipment and any unique or special equipment; for example, gathering lines, surface production facilities, etc.).

d. All existing and effective contracts, agreements, and instruments, insofar as they relate to the properties and interests described in Paragraphs (a) through (c), all of which are identified in Exhibit “B” to this Agreement.

e. All files and records relating to the items described in Paragraphs (a) through (d) maintained by Assignor and relating to the interests described in Paragraphs (a) through (d), but only to the extent not subject to unaffiliated third party contractual restrictions on disclosure or transfer.

To have and to hold the Assets unto Assignee, and Assignee's heirs, successors and assigns, forever.

Assignee and Assignor further agree as follows:

1.     Excluded Assets. The Assets do not include, and Assignor does not intend to assign or Assignee to receive any interest in the following, all of which are called the “Excluded Assets": all lands, minerals, oil and gas leases and lands pooled with them, units, working interests, executory interests, reversionary interests, net profits interests, net revenue interests, term interests, royalty and overriding royalty interests, fee interests, surface interests, and any other interests of a similar nature, all contracts, agreements, licenses, and servitudes, all salt water or other disposal rights, all easements, leases, surface use, and right-of-way agreements, all pipelines and flow lines, all other property and equipment not directly used in connection with the operation and production of the Well, and any and all rights not expressly conveyed as part of the Assets (collectively, the “Excluded Assets").

2.     Operations. Assignee agrees that it shall only have the right to operate, produce, maintain, repair (recomplete at a depth not greater than ) and plug and abandon the Well. Assignee have the right to deepen, sidetrack, or replace the Well (at a depth greater than ).

3.     Real Property Warranty. (Select one of the two alternatives.)

4.     GENERAL DISCLAIMER. ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS, OR MATERIALITY OF THE INFORMATION, RECORDS, AND DATA NOW, PREVIOUSLY, OR LATER MADE AVAILABLE TO ASSIGNEE IN CONNECTION WITH THE WELL, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE WELL, QUALITY, OR QUANTITY OF PRODUCIBLE HYDROCARBONS, IF ANY, PRODUCTION RATES, DOWNHOLE CONDITION OF THE WELL AND WELLBORE, RECOMPLETION OPPORTUNITIES, DECLINE RATES, ALLOWABLES OR OTHER REGULATORY MATTERS, OR ANY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY OTHER MATERIAL FURNISHED TO ASSIGNEE BY ASSIGNOR. ANY AND ALL DATA, INFORMATION, AND MATERIAL FURNISHED BY ASSIGNOR IS

PROVIDED AS A CONVENIENCE ONLY, AND ANY RELIANCE ON OR USE OF IT IS AT ASSIGNEE'S SOLE RISK.

5.     PERSONAL PROPERTY DISCLAIMER. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION ARE ‘CONSPICUOUS' DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE, OR ORDER. ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES AS TO PERSONAL PROPERTY AND FIXTURES: (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS. ASSIGNEE EXPRESSLY AGREES THAT THE PERSONAL PROPERTY AND WELL WILL BE ASSIGNED AND ACCEPTED ‘AS IS, WHERE IS AND WITH ALL FAULTS,' AND IN ITS PRESENT CONDITION AND STATE OF REPAIR. ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WELL, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY, QUANTITY, OR VOLUME, IF ANY, OF OIL, GAS, OR OTHER HYDROCARBONS PRODUCIBLE FROM THE WELL, THE DOWNHOLE CONDITION OF THE WELL, OR THE ENVIRONMENTAL CONDITION OF THE WELL.

6.     ENVIRONMENTAL CONDITIONS. ASSIGNEE HAS INSPECTED THE WELL AND LEASE(S) FOR ALL PURPOSES AND HAS SATISFIED ITSELF AS TO ITS PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, AND ACCEPTS SAME IN ITS PRESENT CONDITION.

7.     Assignee's Assumption of Liabilities and Obligations. Assignee specifically assumes and agrees to pay, perform, fulfill, and discharge all obligations, liabilities, costs, damages, and claims related directly or indirectly to the following: (i) all leasehold obligations related to the Well and the Leases(s), including the payment of all shut-in royalties, royalties, overriding royalties and other leasehold burdens and all ad valorem and other taxes attributable to or arising from ownership or operation of the Assets after the Effective Date; (ii) all claims, costs, expenses, liabilities, and obligations accruing or relating to the owning, operating and/or maintaining of the Assets after the Effective Date; (iii) the accounting and payment of proceeds of production from the Well to royalty owners and working interest owners after the Effective Date; (iv) all obligations arising under agreements covering or relating to the Assets after the Effective Date; (v) all obligations and liability attributable to or resulting from pollution or contamination of soil, groundwater, or air, and any other contamination of or adverse effect on the environment; (vi) the noncompliance with applicable land use, permitting, surface disturbance, licensing, or notification requirements; and, (vii) violation of any federal, state, or local environmental laws, rules or regulations, all referred to as the “Assumed Liabilities and Obligations". The Assumed Liabilities and Obligations include, without limitation: (a) all future plugging, replugging, abandonment, removal, disposal, and restoration obligations associated with the Well and equipment associated with the Well; (b) the necessary and proper capping and burying of all associated flowlines located on the Lease; (c) all necessary disposal of naturally

occurring radioactive material (NORM); and, (d) removal of any structures and equipment associated with the Well.

8.     Indemnification. Assignee agrees to indemnify, hold harmless and defend Assignor from and against, and release Assignor from, all claims, demands, losses, damages, punitive damages, costs, expenses, causes of action, or judgments of any kind or character with respect to all liabilities and obligations or alleged or threatened liabilities and obligations, including claims for personal injury, illness, disease, wrongful death, damage to property, environmental damage or pollution, liability based on strict liability or condition of the Well, attributable to or arising out of: (i) the Assumed Liabilities and Obligations; and/or, (ii) Assignee's acts or omissions, whether or not caused in whole or in part by and including, any sole or concurrent negligence or strict liability of Assignor, or the condition of the Well.

9.     Royalty Payments. Assignor shall be responsible for any and all liabilities, claims, and demands arising out of the accounting and payment of proceeds of production from the Well to royalty owners and working interest owners, insofar as the same relate to or arise out of actions of Assignor or events prior to the Effective Date and shall defend, indemnify, and hold Assignee harmless from and against all claims. Assignee shall be responsible for all types of claims insofar as they relate to periods of time from and after the Effective Date of this Assignment and shall indemnify and hold Assignor harmless therefrom.

10.     NORM. ASSIGNEE ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT OIL AND GAS PRODUCING FORMATIONS CAN CONTAIN NATURALLY OCCURRING RADIOACTIVE MATERIAL (NORM). SOME OR ALL OF THE EQUIPMENT, PERSONAL PROPERTY, AND FIXTURES SUBJECT TO THIS ASSIGNMENT MAY HAVE LEVELS OF NORM ABOVE BACKGROUND LEVELS. ASSIGNEE MAY NEED TO FOLLOW SAFETY PROCEDURES WHEN HANDLING THIS EQUIPMENT. Assignee agrees to indemnify, defend, and hold Assignor harmless from and against any and all claims, demands, losses, damages, punitive damages, costs, expenses, causes of action, or judgments of any kind or character with respect to all liabilities and obligations, or alleged or threatened liabilities and obligations, including claims for personal injury, illness, disease, wrongful death, damage to property, environmental pollution or contamination, cleanup expenses, and liability based on strict liability or condition of the Well, attributable to or arising out of the existence of NORM on the equipment, personal property and fixtures subject to this Assignment, including, without limitation, any interest, penalty, reasonable attorney's fees, and other costs and expenses incurred in connection with or the defense of, whether or not caused by and including any sole or concurrent negligence or strict liability of Assignor, or the condition of the Well.

11.     Indemnification Claims. With respect to any claim for which an indemnifying party may be required to provide partial or full indemnity, the party shall have the right, but not the obligation, to participate fully in the defense of any claim. Reasonable attorneys' fees, court costs, interest, penalties, and other expenses incurred in connection with the defense of claims shall be included in Assignee's and Assignor's indemnities. All indemnities of Assignee shall

extend to and cover the parent, subsidiary, and affiliated companies and the officers, directors, employees and agents of Assignor, and its subsidiary and affiliated companies.

12.     Transfer Taxes and Recording Fees. Assignee shall bear and pay: (i) all State or local government sales, documentation, transfer, gross proceeds, or similar taxes incident to or caused by the transfer of the Assets to Assignee; and, (ii) all filing, recording or registration fees for this Assignment.

13.     Change of Name and Logos. As soon as practicable after the Effective Date, Assignee shall remove, or cause to be removed, the names and marks used by Assignor and all variations and derivatives of them, and related logos from the Well and will not later make any use of the names, marks, or logos.

14.     Government Assignment Forms. Assignor and Assignee may execute separate governmental form assignments of the Assets in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain all of the exceptions, reservations, warranties, rights, titles, powers, and privileges set forth in this Assignment as fully as though they were set forth in each assignment. The assets and interests conveyed by those separate assignments are the same, and not in addition to, the Assets conveyed in this Assignment.

15.     No Third Party Beneficiaries. The references in this Assignment to liens, encumbrances, burdens, defects, and other matters shall not be deemed to ratify or create any rights in any third parties or merge with, modify, or limit the rights of Assignor or Assignee, as between themselves.

16.     Successors and Assigns. This Assignment and all of the terms, provisions, covenants, obligations, and indemnities it contains shall be binding on and inure to the benefit of and be enforceable by the Assignor, Assignee, and their respective successors and assigns.

This Assignment is executed by Assignor and Assignee as of the date of acknowledgment of their signatures below, but shall be deemed effective for all purposes as of the Effective Date stated above.