Exhibit 2.1

PURCHASE AND SALE AGREEMENT

BETWEEN

EXXON MOBIL CORPORATION, EXXONMOBIL OIL CORPORATION,

MOBIL EXPLORATION AND PRODUCING NORTH AMERICA INC., MOBIL PRODUCING

TEXAS & NEW MEXICO INC. AND MOBIL EXPLORATION & PRODUCING U.S. INC.

AND

RESOLUTE ANETH, LLC-75% AND NAVAJO NATION OIL AND GAS COMPANY-25%

EFFECTIVE TIME: JANUARY 1, 2005

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS

1.01.

Additional Instruments

1.02.

Ad Valorem Taxes

1.03.

Allocation

1.04.

Associated Parties

1.05.

Base Purchase Price

1.06.

Business Day

1.07.

Claim or Claims

1.08.

Closing

1.09.

Closing Date

1.10.

Code

1.11.

Condition

1.12.

Eﬀective Time

1.13.

Environmental Laws

1.14.

Execution Date

1.15.

ExxonMobil-operated

1.16.

Interest or Interests

1.17.

Liability or Liabilities

1.18.

Material Diﬀerence

1.19.

NORM

1.20.

Oil

1.21.

Occurrence

1.22.

Operator

1.23.

Property or Properties

1.24.

Related Agreements

1.25.

Strict Liability

1.26.

Well or Wells

ARTICLE 2. PURCHASE AND SALE

ARTICLE 3. PURCHASE PRICE

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ExxonMobil Purchase and Sale Agreement — page 2

3.01.

Base Purchase Price

3.02.

Performance Deposit and Payment

3.03.

Allocation of Base Purchase Price

3.04.

Additional Consideration

ARTICLE 4. INTEREST DUE BUYER

ARTICLE 5. BUYER’S REVIEW

5.01.

Buyer’s Review before Signing this Agreement

5.02.

Access to ExxonMobil-Operated Interests

5.03.

Environmental Assessment

5.04.

Access to Interests Operated by Others

5.05.

Materials, Facilities, Platforms and Equipment

5.06.

No Warranty of Accuracy; Disclaimer

5.07.

Buyer’s Conﬁdentiality Obligations

ARTICLE 6. TITLE AND TITLE DEFECTS

6.01.

Title Defect

6.02.

Adjustments to Allocations

6.03.

Description and Other Errors

ARTICLE 7. PRE-CLOSING OBLIGATIONS

7.01.

Preferential Rights

7.02.

Related Agreements

7.03.

Third-Party Notiﬁcations and Approvals

7.04.

Change of Operator

ARTICLE 8. CLOSING

8.01.

Closing Date

8.02.

Buyer’s Request to Delay Closing

8.03.

ExxonMobil’s Right to Delay Closing

8.04.

Closing Obligations

8.05.

Oﬀset of Amounts Owed to ExxonMobil

8.06.

Condition Precedent

8.07.

Buyer’s Representation by Closing

8.08.

Insurance

ARTICLE 9. POST-CLOSING OBLIGATIONS

9.01.

Filing and Recording

9.02.

Copies

9.03.

Further Assurances

9.04.

Post-Closing Third Party Consents

9.05.

Reassignment

9.06.

Buyer’s Compliance

9.07.

Property Sales Accounting Agreement

9.08.

Plugging and Abandoning Wells; Remediation

ARTICLE 10. TAXES

10.01.

Ad Valorem Taxes

10.02.

Production Taxes

10.03.

Other Taxes

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ExxonMobil Purchase and Sale Agreement — page 3

10.04.

Tax-Deferred Exchange

ARTICLE 11. OIL IN STORAGE, PROCEEDS, COSTS, EXPENSES, CLAIMS, AND

DISBURSEMENTS

11.01.

Oil in Storage

11.02.

Proceeds, Costs, and Expenses

11.03.

Notice to Remitters of Proceeds

11.04.

Reservation of Claims

ARTICLE 12. EXXONMOBIL-OPERATED INTERESTS

12.01.

Operation by ExxonMobil

12.02.

Charges Paid by Buyer

12.03.

Risk of Loss

12.04.

Selection of Operator

12.05.

Removal of Signs

ARTICLE 13. INTERESTS OPERATED BY OTHERS

13.01.

Charges Paid by Buyer

13.02.

Risk of Loss

ARTICLE 14. DELETED IN ITS ENTIRETY

ARTICLE 15. PREFERENTIAL RIGHT TO PURCHASE GAS

ARTICLE 16. BUYER’S RELEASE DISCHARGE AND COVENANT NOT TO SUE; BUYER’S

OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS; DISPUTE RESOLUTION

16.01.

Buyer’s Release of ExxonMobil and its Associated Parties

16.02.

Buyer’s Covenant Not to Sue ExxonMobil or its Associated Parties

16.03.

Buyer’s Obligations to Indemnify, Defend, and Hold ExxonMobil and its Associated Parties

Harmless

16.04.

Buyer’s Obligations

16.05.

Buyer’s Duty to Defend

16.06.

Alternate Dispute Resolution and Arbitration

16.07.

Buyer’s Waiver of Consumer Protection Laws

16.08.

Retroactive Eﬀect

16.09.

Inducement to ExxonMobil

ARTICLE 17. ENVIRONMENTAL MATTERS

17.01.

Buyer’s Acknowledgment Concerning Possible Contamination of the Interests and Property

17.02.

Adverse Environmental Conditions

17.03.

Remediation

17.04.

Disposal of Materials, Substances, and Wastes; Compliance with Law

ARTICLE 18. BUYER’S REPRESENTATIONS

18.01.

Representations Not Exclusive

18.02.

Security Laws

18.03.

Basis of Buyer’s Decision

18.04.

Material Factor

ARTICLE 19. GAS IMBALANCES

19.01.

ExxonMobil’s and Buyer’s Respective Obligations

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ExxonMobil Purchase and Sale Agreement — page 4

19.02.

Settlement

ARTICLE 20. FINAL SETTLEMENT STATEMENT

ARTICLE 21. BROKER’S AND FINDER’S FEES

ARTICLE 22. COMMUNICATIONS

ARTICLE 23. BUYER’S DEFAULT

ARTICLE 24. HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976

ARTICLE 25. DISCLAIMERS OF WARRANTIES

ARTICLE 26. MISCELLANEOUS

26.01.

Entire Agreement

26.02.

Successors and Assigns; Amendment; Survival

26.03.

Choice of Law

26.04.

Assignment

26.05.

No Admissions

26.06.

No Third-Party Beneﬁciaries

26.07.

Public Communications

26.08.

Headings and Titles

26.09.

Exhibits

26.10.

Includes

26.11.

Severability

26.12.

Counterparts

26.13.

Conﬂicts

26.14.

Not to Be Construed against the Drafter

26.15.

No Waiver

26.16.

Conspicuousness

26.17.

Execution by the Parties

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

101

EXHIBIT F

110

EXHIBIT G

111

EXHIBIT H

118

EXHIBIT I

EXHIBIT J

EXHIBIT K

EXHIBIT L

EXHIBIT M

-4-

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (“Agreement”) is between Exxon Mobil Corporation, a New Jersey

corporation, ExxonMobil Oil Corporation, a New York corporation, Mobil Exploration and Producing North

America Inc, a Nevada corporation Mobil Producing Texas & New Mexico Inc., a Delaware corporation and

Mobil Exploration & Producing U.S. Inc., a Delaware corporation whose address is P. O. Box 2180, Houston,

Texas 77252-2180 (hereinafter sometimes collectively or individually referred to as “ExxonMobil”), as seller,

and Resolute Aneth, LLC, a Delaware limited liability company, with an address of 1675 Broadway, Suite 1950,

Denver CO. 80202 and Navajo Nation Oil and Gas Company, a Federal corporation with an address of P.O. Box

4439, Window Rock, AZ 86515 (hereinafter collectively referred to as “Buyer”), eﬀective on the Execution

Date.

Buyer desires to purchase certain Interests from ExxonMobil, and ExxonMobil desires to sell them to Buyer

based upon the respective percentages of 75% to Resolute Aneth, LLC. and 25% Navajo Nation Oil and Gas

Company, subject to the terms and conditions of this Agreement. It is the parties’ intent that Buyer has

responsibility and liability for all matters relating to the Interests assigned, whether related to events

occurring before or after closing this transaction, except to the limited extent provided in this Agreement.

In consideration of their mutual promises under this Agreement, the beneﬁts to be derived by each party,

and other good and valuable consideration, Buyer and ExxonMobil agree as follows:

ARTICLE 1. DEFINITIONS

The following terms, when used in this Agreement, will have the following deﬁnitions:

1.01. Additional Instruments. The instruments executed by Buyer before Closing and delivered to

ExxonMobil in connection with this transaction, including Buyer’s investigation of and bid for the Interests.

1.02. Ad Valorem Taxes. Deﬁned in Section 10.01.

1.03. Allocation. The amount allocated by Buyer to each individual part of the Interests.

1.04. Associated Parties. Successors, assigns, directors, oﬀicers, employees, agents, contractors,

subcontractors, and aﬀiliates.

1.05. Base Purchase Price. The amount set forth in Section 3.01.

1.06. Business Day. Any day that the headquarters oﬀices of ExxonMobil Production Company, in Houston,

Texas, are scheduled to be and are open for business.

1.07. Claim or Claims. Collectively, claims, demands, causes of action, and lawsuits asserted or ﬁled by any

person, including an artiﬁcial or natural person; a local, state, or federal governmental entity; a person holding

rights under any Related Agreement; an Associated Party of Buyer or ExxonMobil; or a third party.

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ExxonMobil Purchase and Sale Agreement — page 6

1.08. Closing. The delivery of the conveyancing instruments and funds by the parties to close the purchase

and sale of the Interests.

1.09. Closing Date. The date on which Closing is scheduled to and does occur.

1.10. Code. The Internal Revenue Code of 1986, as amended.

1.11. Condition. Deﬁned in Section 17.02.

1.12. Eﬀective Time. 7 a.m. local time where the Interests are located, on January 1, 2005.

1.13. Environmental Laws. Applicable federal, state, and local laws, including statutes, regulations, orders

and ordinances, previously or currently enacted or enacted in the future, and common law, relating to

protection of public health, welfare, and the environment, including those laws relating to storage, handling,

and use of chemicals and other hazardous materials; those relating to the generation, processing, treatment,

storage, transport, disposal, cleanup, remediation, or other management of waste materials or hazardous

substances of any kind; and those relating to the protection of environmentally sensitive or protected areas.

“Environmental Laws” includes the Comprehensive Environmental Response, Compensation and Liability Act

of 1980, the Resource Conservation and Recovery Act of 1976, the Clean Water Act, the Safe Drinking Water

Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, and the Clean Air Act, as

each is amended from time to time.

1.14. Execution Date. The date on which the last of the parties executes this Agreement.

1.15. ExxonMobil-operated. The interests and facilities of which ExxonMobil is Operator.

1.16. Interest or Interests. ExxonMobil’s interest in the oil and gas leasehold estates or other interests set

forth on Exhibit A, together with ExxonMobil’s interest in the following:

(a)

each Well located on the leases and land described on Exhibit A, abandoned or unabandoned, which

are/were completed within formations or to depths assigned in said leases.

(b)

the easements, permits, licenses, surface and subsurface leases, surface fee, water rights, rights-of-

way, servitudes, and other surface and subsurface rights aﬀecting the land and leases described on

Exhibit A, including those set forth on Exhibit B.

(c)

material, equipment, and facilities in and on the land and used solely in connection with the use or

operation of the leasehold estates and other interests described on Exhibit A for oil or gas purposes.

(d)

the facilities and pipelines located pursuant to the rights described in (b) above and necessary to

market the production from the Interests.

(e)

contracts aﬀecting the Interests, including agreements for sale or purchase of oil, gas, and other

hydrocarbons; processing agreements; division orders; unit agreements;

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ExxonMobil Purchase and Sale Agreement — page 7

operating agreements; and other contracts and agreements arising out of, connected with, or

attributable to production from the Interests.

Any references to ExxonMobil Accounting Codes are for ExxonMobil use only and are not a part of the

description of the Interests.

The Interests do not include the reservations, exceptions, and exclusions listed on Exhibits A and B or the

following:

(A)

pipelines, ﬁxtures, equipment, and interests in land owned by third parties such as lessors,

purchasers, or transporters of Oil or gas, including ExxonMobil’s aﬀiliates.

(B)

computer equipment (including Rosemont transmitters), telecommunications equipment, vehicles,

boats, tools, pulling machines, and other equipment and material temporarily located on the Property

or expressly excluded from the sale. (C) items excluded in information or correspondence provided to

Buyer before the Execution Date, as listed on Exhibit H.

(D)

a gas processing plant not listed on Exhibit A.

(E)

personal property, ﬁxtures, equipment, pipelines, facilities, and buildings located on the Property, but

currently in use in connection with the ownership or operation of other property not included in the

Interests, as listed on Exhibit I.

(F)

interest or interests as herein deﬁned owned by other ExxonMobil aﬀiliates that are not a party to

this Agreement.

1.17. Liability or Liabilities. Collectively, all damages (including consequential and punitive damages),

including those for personal injury, death, or damage to personal or real property (both surface and

subsurface) and costs for remediation, restoration, or clean up of contamination, whether the injury, death, or

damage occurred or occurs on or oﬀ the Property by migration, disposal, or otherwise (excluding oﬀ-site

disposal, if any); losses; ﬁnes; penalties, expenses; costs to remove or modify facilities on or under the

Property; plugging liabilities for all Wells; attorneys’ fees; court and other costs incurred in defending a Claim;

liens; and judgments; in each instance, whether these damages and other costs are foreseeable or

unforeseeable.

1.18. Material Diﬀerence. Deﬁned in Section 19.02.

1.19. NORM. Naturally occurring radioactive material.

1.20. Oil. Crude oil, distillate, drip gasoline, condensate, and other liquid hydrocarbons.

1.21. Occurrence. Deﬁned in Section 17.03.

1.22. Operator. The person, company, or other entity recognized as operator of an Interest by the

applicable regulatory agency.

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ExxonMobil Purchase and Sale Agreement — page 8

1.23. Property or Properties. The real property in which and on which the Interests exist or are located,

whether in whole or in part.

1.24. Related Agreements. Deﬁned in Section 7.02.

1.25. Strict Liability. Includes strict statutory liability and strict products liability.

1.26. Well or Wells. All wellbores, both abandoned and unabandoned, including oil wells, gas wells, injection

wells, disposal wells, and water wells.

ARTICLE 2. PURCHASE AND SALE

Pursuant to Buyer’s oﬀer, ExxonMobil agrees to sell the Interests to Buyer, in the respective percentages

shown below, and Buyer agrees to buy them from ExxonMobil, for the consideration recited in and subject to

the terms of this Agreement:

Resolute Aneth, LLC.

75%

Navajo Nation Oil and Gas Company

25%

ARTICLE 3. PURCHASE PRICE

3.01. Base Purchase Price. The Base Purchase Price is $327,200,000.00. In addition, Buyer shall pay

ExxonMobil interest on the Base Purchase Price for the period between the Eﬀective Time and the Closing

Date calculated at a per annum rate equal to the London Interbank Oﬀer Rate for 30 day notes plus 100 basis

points (the “Interest Rate”). The Base Purchase Price shall be subject to adjustments only as provided in this

Agreement.

3.02. Performance Deposit and Payment. There is no deposit furnished for this transaction.

3.03. Allocation of Base Purchase Price. An Allocation of the Base Purchase Price to each material

individual part of the Interests to be acquired hereunder is attached hereto as Exhibit L (including an

Allocation for non-investment account balances such as gas-production-imbalance accounts and, as required

for compliance with applicable law, for equipment or other items). The Allocations will be used (a) to notify

holders of preferential rights of Buyer’s oﬀer; (b) to collect taxes, to the extent required by law and as

provided in Article 10; (c) as a basis for adjustments to the Base Purchase Price; and (d) as otherwise provided

in this Agreement.

3.04. Additional Consideration. In addition to the Base Purchase Price oﬀered for the Interests as outlined

in Article 3.1 above:

(a)

ExxonMobil will reserve and retain an overriding royalty interest on a lease by lease basis equal to

the diﬀerence between existing lease burdens and 25%, up to a maximum of 6.25%, as to rights below

the base of the Desert Creek formation underlying the Interests, which shall be paid or delivered by

Buyer to ExxonMobil in accordance with the following terms and conditions:

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ExxonMobil Purchase and Sale Agreement — page 9

(1)

On oil, delivery of such oil shall be made free of all costs and expenses in developing and

operating the Interests and free of all costs of production, to ExxonMobil’s credit into the

pipelines or tanks to which the well or wells may be connected. Should ExxonMobil elect not to

take its overriding oil in kind, then ExxonMobil’s part of such oil shall be paid at the market

value at the well, free of all costs of developing and operating the Interests and free of all costs

of production.

(2)

On all gas, including casinghead gas or other gaseous substances and liquid constituents of said

gas, produced from and sold (on or oﬀ the Interests) or used oﬀ the Interests, or for the

extraction of gasoline or other products therefrom, the overriding royalty set forth above shall

be based on the market value at the well or wells of gas so produced, sold or utilized, free of all

costs of developing and operating the Interests and free of all costs of production.

For purposes of calculating the overriding royalties on oil or gas reserved above, “lease burdens”

shall be deﬁned to include all royalties, including non-participating and overriding royalties, and

payments out of production. Additionally, the overriding royalties shall bear a proportionate share of

all taxes related thereto, and of all post production gathering, treating, transportation, and

compression charges and expenses incurred in connection with the marketing of production.

(3)

Proportionate Reduction. Said overriding royalty payments shall be decreased proportionately

as to any lease if such lease covers less than the entire and undivided fee interest in the

described lands and/or the unit assigned to the applicable well, and to the extent the Interests

assigned hereunder are less than 100% of the leasehold interest in the lease.

(4)

Government Regulation Of Price. Notwithstanding any provision in this Assignment to the

contrary, if the price of any substance upon which overriding royalty is payable hereunder is

regulated by any governmental agency, the market value of such substance for the purpose of

computing the overriding royalty hereunder shall not be in excess of the price which Assignee

may lawfully receive.

(5)

Payment. Payment by Assignee of the overriding royalties or payments out of production herein

reserved and of all royalties, overriding royalties and other burdens attributable to the Interests

must be made from the date of ﬁrst production on or after the Eﬀective Time, and at all times

thereafter on the basis of 100% of the oil and gas produced and sold (on or oﬀ the premises) or

used oﬀ the Interests (reduced to that percentage of such production that is attributable to the

Interests). Such payments must be made regardless of whether Assignee is selling all or any

part of ExxonMobil’s share of production and regardless of the identity of the purchaser or

purchasers of such production. Such payments shall be made on or before the twenty-ﬁfth (25th)

day of the

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ExxonMobil Purchase and Sale Agreement — page 10

second calendar month following the month for which the overriding royalties have accrued.

Assignee agrees to send all division orders covering the overriding royalty retained hereunder

to:

Ownership Organization

Exxon Mobil Corporation

P. 0. Box 2305

Houston, Texas 77252-2305

or to such other address as ExxonMobil may, from time to time, designate in writing.

(6)

Renewal Or Extension. If the Assignee shall secure a renewal or extension of any lease covering

all or any part of the Interests, then the overriding royalties and all other rights, titles and

interests of ExxonMobil in the Interests shall apply to such renewed or extended lease. A

“renewal” or “extension” of lease as these terms are used in this paragraph shall mean any

lease or leases covering all or a part of the Interests executed within one (1) year from the

termination of the leases described on Exhibit A; and

(b)

ExxonMobil will reserve and retain a Retained Interest payable from the sale of 8/8ths of the ﬁrst

98,765.43 barrels of oil produced from the Interests each month which shall be calculated and paid

monthly in accordance with the schedule outlined above in 3.04 A. 5. for a period of 36 consecutive

months beginning with January 1, 2005 production based according to the following formula:

([A-40] x 4C Production)=Monthly Retained Interest

A=Index Price-for a Calendar Month means the average of the daily settlement price (for all trading

days during the Calendar Month) for West Texas Sour Crude Oil as reported by Piatt’s Oil Daily.

4C Production-Total monthly oil production from the Interests, capped at 98,765.43 barrels per

month.

Note: If [A-40] is less than 0, it shall be deemed to be 0 and if it is greater than 9 it shall be deemed

to be 9.

ARTICLE 4. INTEREST DUE BUYER

ExxonMobil shall pay Buyer interest at the Interest Rate on the net cash ﬂows attributable to the Interests

for the period between the Eﬀective Time and the Closing Date. For purposes of this Article 4, the term “net

cash ﬂows” shall mean total revenues received from the sales of production attributable to the Interests and

other income related to the ownership or operation of the Interests, net of all Operation and Maintenance

Expenses and Other Costs as described in Sections 12.02 (a) and (b) for Operated

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ExxonMobil Purchase and Sale Agreement — page 11

Properties and the costs addressed in Section 13.01 (excluding the 5% overhead to ExxonMobil) for properties

operated by others.

ARTICLE 5. BUYER’S REVIEW

5.01. Buyer’s Review before Signing this Agreement. ExxonMobil gathered data relating to the Interests

and the Property for Buyer’s review before Buyer submitted a bid and signed this Agreement. Buyer must

notify ExxonMobil in writing if it wishes to review ﬁles or data in addition to those provided, but ExxonMobil’s

obligation to provide additional ﬁles or data is limited to ﬁles and data that are reasonably available to it.

XXON

OBIL

HAS

OBLIGATION

PROVIDE

ACCESS

AND

UYER

WAIVES

ALL

CLAIMS

INSPECT

, E

XXON

OBIL

’

INTERPRETIVE

PREDICTIVE

CONFIDENTIAL

PRIVATE

PROPRIETARY

PRIVILEGED

INFORMATION

(

INCLUDING

PERSONNEL

RECORDS

INFORMATION

WHOSE

DISSEMINATION

RESTRICTED

AGREEMENTS

BETWEEN

XXON

OBIL

AND

THIRD

PARTIES

. ExxonMobil has no obligation to provide any information to Buyer that is available to the general

public, whether in the public records or from a governmental entity or agency on request.

By entering into this Agreement, Buyer acknowledges and represents that it has reviewed the Interests and

Property to its satisfaction to enable it to make its bid and execute this Agreement and that it may request

adjustments to the Allocations and the Base Purchase Price after the Execution Date only for Title Defects,

Conditions, and Material Diﬀerences, as provided in this Agreement. Buyer has undertaken all appropriate

inquiry, to its satisfaction, and has made an informed decision to acquire the Interests on the basis of its own

investigations and without reliance on statements or investigations by any other person, including ExxonMobil

and its Associated Parties.

5.02. Access to ExxonMobil-Operated Interests. Buyer had the opportunity to inspect and inventory the

ExxonMobil-operated Interests and Property before signing this Agreement. On Buyer’s request, ExxonMobil

will provide additional access to the ExxonMobil-operated Interests and Property and associated facilities, at

any reasonable time before Closing. If this Agreement is terminated as to any Interest, Buyer must restore the

premises of that Interest to their pre-entry condition.

All visits to the premises and facilities by Buyer and on Buyer’s behalf will be scheduled by mutual consent

of the parties, subject to Buyer’s providing ExxonMobil at least ﬁve days written notice of the locations that it

wishes to visit and the proposed times. ExxonMobil may accompany Buyer and its Associated Parties during

their site visits. Entry onto the ExxonMobil-operated Interests, Property, and facilities will be subject to third-

party restrictions, if any, and to ExxonMobil’s safety, industrial hygiene, and drug and alcohol requirements

and at Buyer’s sole risk and expense.

5.03. Environmental Assessment. Buyer and its Associated Parties may inspect the premises and conduct

an environmental assessment of the Interests and Property, including investigations to identify wetlands and

sensitive and protected habitats, but Buyer must execute the form of environmental testing and conﬁdentiality

agreement attached as Exhibit G before performing an assessment. If Buyer undertakes an environmental

assessment, both the consultant (if consultants are employed) and the scope of the proposed assessment,

including testing protocols, must be acceptable to ExxonMobil before the work may begin. If Buyer and

ExxonMobil cannot agree on Buyer’s proposed environmental assessment plan, then ExxonMobil may, at its

sole option, withdraw from this Agreement any of the Interests that

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ExxonMobil Purchase and Sale Agreement — page 12

Buyer proposes to assess or all the Interests, and the Base Purchase Price will be adjusted by the Allocation

for each withdrawn Interest. If ExxonMobil withdraws all the Interests, this Agreement will terminate, and

ExxonMobil will refund the performance deposit to Buyer.

If Buyer takes samples from the Property, ExxonMobil may require splitting of each sample. Buyer will

deliver copies of all draft and ﬁnal reports, results, data, and analyses of the site visits, inspections, and

assessments to ExxonMobil within ﬁve days of Buyer’s receipt of them, at Buyer’s cost. ExxonMobil will have

no conﬁdentiality obligation with regard to this information and may disclose it to third parties or use it for any

purpose.

5.04. Access to Interests Operated by Others. On request, ExxonMobil will assist Buyer by making initial

contact with the Operators of the Interests that are operated by others, but Buyer will be responsible for

contacting each Operator to arrange for review of the Interests. ExxonMobil will provide Buyer with access to

ExxonMobil ﬁle information relating to the Interests operated by others, to the extent described in

Section 5.01.

5.05. Material, Facilities. Platforms, and Equipment. By signing this Agreement, Buyer acknowledges that it

has had the opportunity to inspect and inventory the material, facilities, platforms, and equipment and is

satisﬁed with them. There will be no adjustment on the basis of material, facilities, platforms, and equipment,

whether for ExxonMobil-operated Interests or Interests operated by others. Material, facilities, platforms, and

equipment observed during Buyer’s inspection may be used or replaced before Closing as a result of normal

and customary operations.

5.06.

ARRANTY

CCURACY

; D

ISCLAIMER

. E

XXON

OBIL

MAKES

WARRANTY

AND

EXPRESSLY

DISCLAIMS

ALL

WARRANTIES

THE

ACCURACY

COMPLETENESS

THE

FILES

AND

OTHER

INFORMATION

THAT

MAY

PROVIDE

BUYER

THAT

MAY

PROVIDED

OTHERS

. I

UYER

DETERMINES

DURING

ITS

REVIEW

THAT

ANY

XXON

OBIL

FILES

DATA

MAY

INCOMPLETE

INACCURATE

WILL

EITHER

NOTIFY

XXONMOBIL

ITS

CONCLUSIONS

WRITING

NOT

LATER

THAN

TEN

DAYS

BEFORE

THE

LOSING

ATE

DEEMED

HAVE

WAIVED

COMPLAINTS

THE

INCOMPLETENESS

INACCURACY

THE

FILES

DATA

5.07. Buyer’s Conﬁdentiality Obligations. Buyer will keep conﬁdential all information concerning the

Interests, except to the extent that information (a) was public knowledge when Buyer received the

information; (b) becomes public knowledge without breach of this Agreement by Buyer; (c) was known to

Buyer before receipt or discovery of the information in connection with its review of the Interests, from a

source that was authorized to disclose the information to third parties; or (d) is required by applicable law or

court order to be disclosed. If information is required to be disclosed by law or court order, Buyer will make

every reasonable eﬀort to give ExxonMobil notice of the requirement as far in advance of the disclosure as

possible. Buyer may not use the information for any purpose other than evaluation of the Interests and may

not divulge the information to any person except those who need to know it in order to evaluate the Interests

for Buyer under this Agreement. Buyer will enforce this conﬁdentiality obligation as to all persons with whom

it shares the information and is liable to ExxonMobil for a breach of this obligation by any person to whom

Buyer has disclosed the information. If this transaction does not close, Buyer will return to ExxonMobil all

information concerning the Interests that it obtained from ExxonMobil, destroy all of its work papers and

analyses that incorporate

-12-

ExxonMobil Purchase and Sale Agreement — page 13

the information, and be subject to these conﬁdentiality obligations for ﬁve years after the Execution Date.

Buyer’s conﬁdentiality obligation will not, however, survive Closing.

ARTICLE 6. TITLE AND TITLE DEFECTS

6.01. Title Defect. “Title Defect” means any one of the following:

(a)

ExxonMobil’s title at the Eﬀective Time as to all or any part of the Interests is subject to an

outstanding mortgage, deed of trust, lien, or other monetary encumbrance or adverse claim not listed

or referenced on Exhibit A that would induce a purchaser to suspend payment of proceeds for the

Interest or require the furnishing of security or indemnity. Evidence that ExxonMobil receives its full

share of proceeds from a purchaser or third-party Operator (not under a 100% or other division order

requiring ExxonMobil to further distribute proceeds to third parties) for an Interest creates a

presumption that no Title Defect exists with respect to the Interest.

(b)

ExxonMobil’s net revenue interest or working interest for an Interest at the Eﬀective Time is less

than that shown on Exhibit A, or its working interest is greater than shown on Exhibit A without a

corresponding increase in the net revenue interest.

(c)

ExxonMobil’s interest would be reduced if a third party were to exercise a reversionary, back-in, or

other similar right not listed or referenced on Exhibit A.

(d)

ExxonMobil is in default under some material provision of a lease, farmout agreement, or other

agreement, resulting in loss of all or any part of the Interests.

“Title Defect” does not include (A) a lien or encumbrance in the form of a judgment secured by a

supersedeas bond or other security approved by the court issuing the order; or (B) the loss of lease acreage

between the Eﬀective Time or the Execution Date (whichever is earlier) and the Closing Date, because the

lease term expires.

Buyer must notify ExxonMobil in writing promptly if Buyer determines that ExxonMobil’s net revenue

interest or working interest for an Interest is greater than that shown on Exhibit A.

6.02. Adjustments to Allocations.

(a)

Buyer may request an adjustment to an Allocation at any time on or before the tenth day before the

Closing Date, if the adjustment is based on a Title Defect. ExxonMobil may request an adjustment to

an Allocation at any time before the Closing Date, if ExxonMobil’s net revenue interest for the

Interest is greater than that shown on Exhibit A. A notice requesting an adjustment must be timely

and in writing and include appropriate documentation to substantiate the adjustment, or the claimant

will be deemed to have waived its claim to adjust the Allocation for the matter stated in the notice.

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ExxonMobil Purchase and Sale Agreement — page 14

(b)

If either party gives notice under the previous section, the parties will meet and use their best eﬀorts

to agree on the validity of the claim and, if applicable, the amount of the adjustment, using the

following criteria:

(1)

If the claim is based on ExxonMobil’s owning a diﬀerent net revenue interest than that shown on

Exhibit A, then the adjustment will be the absolute value of the number determined by the

following formula:

Adjustment = A x (l-[B/C])

A = Allocation for the aﬀected Interest

B = correct net revenue interest for the aﬀected Interest

C = net revenue interest for the aﬀected Interest as shown on Exhibit A

(2)

If the claim is based on an obligation or burden that is liquidated in amount, then the adjustment

will be the sum necessary to remove the obligation or burden from the aﬀected Interest.

(3)

If the claim is based on an obligation or burden that is not liquidated, but can be estimated with

reasonable certainty, the adjustment will be the sum necessary to compensate Buyer on the

Closing Date for the adverse economic eﬀect on the aﬀected Interest.

(c)

If the amount of the adjustment for each Title Defect cannot be determined based on the above

criteria, and if the parties cannot otherwise agree on the amount of an adjustment, ExxonMobil may,

at its sole option and upon written notice to Buyer, either:

(1)

remove the aﬀected Interest from this Agreement and adjust the Base Purchase Price by the

Allocation for that Interest; or

(2)

elect to resolve the dispute under the alternate-dispute-resolution and arbitration provisions of

this Agreement.

(d)

The Base Purchase Price will be adjusted only if the sum (i.e. oﬀsetting of increases and decreases)

of all adjustments under this section is greater than one percent of the Base Purchase Price. If the

sum of all adjustments would result in the Base Purchase Price being reduced by more than ten

percent, ExxonMobil may, upon written notice to Buyer, either:

(1)

terminate this Agreement and refund the performance deposit; or

(2)

remove the aﬀected Interest from the Agreement and adjust the Base Purchase Price by the

Allocation for that Interest.

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ExxonMobil Purchase and Sale Agreement — page 15

(e)

ExxonMobil may, at its sole option, notify Buyer before the Closing Date that it elects to cure some or

all of the Title Defects. No price adjustment will be made at Closing for the Title Defects that

ExxonMobil elects to cure. If any Title Defect is not cured within ninety days after Closing, an

adjustment to the Base Purchase Price will be calculated under the criteria set forth in this section.

ExxonMobil will refund the net amount to Buyer only if the net amount of all adjustments based on

Title Defects is greater than one percent of the Base Purchase Price.

6.03. Description and Other Errors. If either party determines, either before or within ninety days after the

Closing Date, that the description of an Interest is incorrect or that certain Interests or certain gas-production-

imbalance accounts were erroneously included in or erroneously excluded from the bid package, other sales

information, or the conveyancing instruments, then ExxonMobil and Buyer will meet and use their best eﬀorts

to resolve the error. If an error is discovered after the Closing Date, the parties will execute and record

appropriate correction and other instruments to correct the error.

If ExxonMobil and Buyer cannot resolve an error discovered before the Closing Date, then ExxonMobil may,

at its sole option, either (a) terminate this Agreement and refund the performance deposit, if the Base

Purchase Price would be impacted by more than ten percent as the result of actions taken in (b) or (c) below;

(b) remove the aﬀected Interest from this Agreement and adjust the Base Purchase Price by the Allocation for

that Interest; or (c) elect to resolve the dispute under the alternate-dispute-resolution and arbitration

procedures of this Agreement. If ExxonMobil and Buyer cannot resolve an error discovered within ninety days

after the Closing Date, then Buyer, upon written demand by ExxonMobil, will reassign all or any part of the

Interests assigned to Buyer under this Agreement, at ExxonMobil’s sole option, in the same manner as

provided in Section 9.05, and undertake all other acts reasonably required to return ExxonMobil to its pre-

Closing position as to the reassigned Interest, including revising regulatory ﬁlings. ExxonMobil will refund to

Buyer the Allocation for each reassigned Interest, without interest, upon Buyer’s performance of its

obligations under this section.

Notwithstanding the foregoing, the parties will cooperate at all times after Closing to execute and record

correction instruments to correct scrivener’s errors in the preparation of Closing documents.

ARTICLE 7. PRE-CLOSING OBLIGATIONS

7.01. Preferential Rights.

(a)

Notice. ExxonMobil will notify the owners, if any, of preferential rights to purchase the Interests.

(b)

Adjustment to Base Purchase Price. If a third party gives notice of its intent to exercise a preferential

right to purchase any of the Interests, the Base Purchase Price will be adjusted by the Allocation for

the preferential right property. If Buyer has allocated a positive dollar amount to the preferential right

property, the Base Purchase Price will be reduced by the dollar amount of the positive Allocation. If

Buyer has allocated a negative dollar amount to the preferential right property, the Base Purchase

Price will be increased by the absolute value of the negative Allocation.

-15-

ExxonMobil Purchase and Sale Agreement — page 16

(c)

Third-Party Failure to Purchase. If a third party gives notice of its intent to exercise a preferential

right to purchase a preferential right property, but does not close the purchase for any reason either

before or within a reasonable time after Closing, Buyer will be obligated to acquire the preferential

right property under the terms of this Agreement, for the positive dollar Allocation (or if the Allocation

is a negative amount, ExxonMobil will refund the absolute value of the negative amount to Buyer,

without interest). Closing on the preferential right property will be scheduled to occur within forty-ﬁve

days after Buyer receives ExxonMobil’s notice that the third party has not closed. The eﬀective time

for the preferential right property will be the Eﬀective Time under this Agreement.

7.02. Related Agreements. Except as otherwise provided in this Agreement, the sale of the Interests will be

subject to all oil, gas, and mineral leases, assignments, subleases, farmout agreements, unit agreements, joint

operating agreements, pooling agreements, letter agreements, easements, rights-of-way, gathering and

transportation agreements, sales agreements, and other agreements concerning or pertaining to the Interests

(“Related Agreements”), to the extent that they are binding on ExxonMobil or its successors or assigns. Buyer

will assume all of ExxonMobil’s obligations and liabilities under the Related Agreements as of the Eﬀective

Time, insofar as the obligations or liabilities concern or pertain to the Interests, and the parties will execute

all documents necessary for Buyer to assume the Related Agreements. Buyer’s obligation applies to all

Related Agreements, whether recorded or not.

7.03. Third-Party Notiﬁcations and Approvals. The sale of the Interests may require the approval or consent

of lessors, joint interest owners, farmors, sublessors, assignors, grantors, parties to agreements,

governmental bodies having jurisdiction, or other third parties. Buyer is responsible for obtaining approvals

from all applicable third parties and will furnish ExxonMobil with proof of each consent, approval, or waiver

before the Closing Date. ExxonMobil will make reasonable eﬀorts to obtain waivers of maintenance-of-uniform

interest provisions, if any, from joint-interest owners. If Buyer does not furnish ExxonMobil with all third-party

approvals applicable to any Interest, then ExxonMobil may, at its option, elect to (a) delay Closing as to any or

all of the Interests, with no charge to either party for the delay; (b) close without all third-party approvals;

this Agreement and adjust the Base Purchase Price by the Allocation for that Interest. If ExxonMobil elects to

close without all third-party approvals, ExxonMobil may require Buyer to reassign the aﬀected Interest to

ExxonMobil if the third-party refuses to approve the assignment after Closing. The reassignment will be in the

manner described in Section 9.05.

7.04. Change of Operator. Unless otherwise provided by applicable law, regulation, or Related Agreement,

Buyer must apply for and obtain regulatory approvals and permits and satisfy requirements of ﬁnancial

security to operate the Interests either that it will operate or for which it intends to stand for election as

operator and deliver copies or other evidence of compliance to ExxonMobil before Closing.

-16-

ExxonMobil Purchase and Sale Agreement — page 17

ARTICLE 8. CLOSING

8.01. Closing Date. The Closing Date will be on or before March 15, 2006, unless delayed as provided in

this Agreement, at ExxonMobil’s oﬀices at 800 Bell, Houston, Texas, or at another place that ExxonMobil

designates. If the parties agree, Closing may be handled by exchange of documents (by mail or by courier). No

price adjustment will be made if Closing is delayed. ExxonMobil and Buyer agree that as a precursor to

Closing, ExxonMobil and Buyer shall execute and ﬁle all requisite assignments and ﬁlings with Navajo Nation

for their execution and approval. Buyer shall pay all fees associated with such ﬁlings and shall submit all

necessary accompanying, papers, bonds and other items required for Navajo Nation approval.

Notwithstanding the scheduled Closing Date above, Closing shall be delayed until receipt of the approval by

the Navajo Nation, but in no event beyond May 1, 2006. Buyer shall use its best diligent commercial eﬀorts to

cause the approval of such assignments in an expeditious manner. If such approval is not received by May 1,

2006, ExxonMobil may at its sole option extend the Closing Date or terminate this Agreement, by written

notice to Buyer. In the event that ExxonMobil terminates this Agreement, Buyer shall return any unapproved

Assignments to ExxonMobil and shall reassign to ExxonMobil any interests that have been assigned and

approved by the Navajo Nation. In the event the Navajo Nation approves the Assignments and Buyer fails to

close as provided in his Agreement, then ExxonMobil may, at its sole option, terminate this Agreement. Should

ExxonMobil terminate this Agreement due to Buyer’s failure to close as provided above, then Buyer shall

reassign the interests previously assigned and shall be responsible for obtaining any necessary approvals

from the Navajo Nation associated with such reassignment. In addition, ExxonMobil shall be entitled to pursue

any remedies available to it under law resulting from Buyer’s failure to close, and such pursuit of remedies

shall not be subject to Section 16.06.

8.02. Buyer’s Request to Delay Closing. Buyer may request that Closing be delayed. If ExxonMobil agrees,

its consent must be in writing, and ExxonMobil may require Buyer to pay, as consideration for and a condition

of its agreement, an additional performance deposit equal to ten percent of the Base Purchase Price, as

adjusted to date, due to ExxonMobil in cash or its equivalent within ﬁve days of ExxonMobil’s agreement to

delay. The additional performance deposit will be treated as the performance deposit for all purposes under

this Agreement.

8.03. ExxonMobil’s Right to Delay Closing. ExxonMobil may, at its sole option and for any reason, delay

Closing for up to thirty days after the originally-scheduled Closing Date, upon written notice to Buyer.

8.04. Closing Obligations.

(a)

Certiﬁcates of Authority. ExxonMobil may require Buyer to deliver, at least ﬁve days before the

Closing Date, certiﬁcates in form and substance satisfactory to ExxonMobil, eﬀective as of the

Closing Date and executed by Buyer’s duly authorized oﬀicer, partner, or owner, as appropriate, to

the eﬀect that (1) Buyer has all requisite corporate, partnership, or other power and authority to

purchase the Interests on the terms of this Agreement and to perform its other obligations under this

Agreement and has fulﬁlled all corporate, partnership, or other prerequisites to closing this

transaction, and (2) each individual executing the closing documents has the authority to act on behalf

of Buyer.

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ExxonMobil Purchase and Sale Agreement — page 18

Upon request, ExxonMobil will furnish Buyer with copies of applicable Powers-of Attorney evidencing

ExxonMobil’s authority to sell the Interests covered by this Agreement.

(b)

Change of Operatorship. For ExxonMobil-operated Interests, and except to the extent waived by

ExxonMobil, Buyer will deliver to ExxonMobil on or before the Closing Date evidence of the following:

(1) that Buyer has complied with the requirements of all laws and regulations relating to the transfer

of operatorship, including those regarding the assumption of responsibility for the plugging and

abandoning of each Well that is included in the applicable Interests or located on the Property;

(2) that the appropriate bond, surety letter, letter of credit, or other ﬁnancial security has been

accepted by the relevant regulatory agency; and (3) that Buyer has, to the extent possible under

applicable regulations, obtained all necessary permits or transfers of permits to operate the

applicable Interests and Property.

(c)

Closing Settlement Statement. ExxonMobil will provide a closing settlement statement including

items such as Base Purchase Price, adjustments to the Base Purchase Price (if any), interest due or

owed by Buyer, revenue received, costs and expenses as provided in this Agreement, Ad Valorem

Taxes, severance taxes, federal excise and energy taxes, gas imbalance adjustments, and copying and

recording fees, to the extent this information is available at Closing. ExxonMobil will use estimates in

the closing settlement statement to the extent that estimates are necessary and may correct the

estimates in the ﬁnal settlement statement. ExxonMobil understands that it is essential to Buyer to

obtain, by the end of March 2006, revenue and expense information and support documentation

concerning the Interests for the years 2003, 2004 and 2005. The level of information and support

needed is the level suﬀicient to comply with the ﬁnancial audit requirements of the Securities and

Exchange Commission. The parties understand that the level of information focuses on material items

of revenue and expense for ﬁnancial audit purposes only and is not the level of detail required for a

joint interest audit. The parties recognize that Buyer, through its ongoing joint interest audit, has

already obtained the major portion of the cost data and support needed with respect to 2003 and

2004, but that (i) certain material questions remain as have been summarized in a formal inquiry

submitted to ExxonMobil and (ii) that Buyer still needs revenue support for those years. ExxonMobil

agrees use its good faith best eﬀorts to (i) supply the data required by Buyer and (ii) to make

personnel available to explain raw data and address inquiries. ExxonMobil will use its good faith best

eﬀorts to supply the ﬁnancial audit information Buyer needs by the end of March 2006, but

ExxonMobil is not agreeing (i) to undertake extraordinary procedures to provide information that may

not be available to it in the ordinary course of its business or (ii) to resolve, concede or settle

disputed items (such as would be done in a joint interest audit) by such date.

(d)

Closing Documents. The parties, as indicated, will execute the following instruments to close this

transaction:

-18-

ExxonMobil Purchase and Sale Agreement — page 19

(1)

An instrument in the form of the Assignment and Bill of Sale attached as Exhibit C, modiﬁed to

the extent necessary to conform to the terms of this Agreement. The Assignment and Bill of

Sale will be eﬀective as of the Eﬀective Time, be without warranty of any kind (e.g., title,

ﬁtness, condition), and restate the indemnities, releases, and waivers contained in this

Agreement. Exhibit A to this Agreement states ExxonMobil’s working and net revenue interests,

to the best of ExxonMobil’s knowledge and belief. The Assignment and Bill of Sale will not,

however, state or warrant the working or net revenue interests assigned to Buyer.

If the Interests include a fee simple interest in real property that has been used for oil, gas, or

other mineral operations, ExxonMobil may elect to restrict the future use of the land.

If ExxonMobil will own an interest after Closing in any Interest or Property (including overriding

royalties, deep rights, and facilities, equipment, or pipelines) or continue to own interests for

which ExxonMobil requires access across the Interests or Property in order to exercise its

rights, then in the Assignment and Bill of Sale ExxonMobil will reserve concurrent interests in

the applicable easements, rights-of-way, contracts, and other rights relating to the retained or

reserved interests.

ExxonMobil may require the parties to execute separate instruments for each state or county in

which the Interests are located to facilitate timely recording.

(2)

Letter-in-lieu-of-transfer order (or other instrument) to give notice of this transaction to

remitters of proceeds.

(3)

The Property Sales Accounting Agreement, substantially in the form of Exhibit D, attached.

(4)

Other documents reasonably required to close this transaction and implement the terms of this

Agreement, including deeds, bills of sale, and the like and instruments necessary under

operating agreements, plans of unitization, laws, aﬀecting the Interests to transfer the Interests

and related obligations from ExxonMobil to Buyer.

(5)

Change-of-operator forms for each Well that Buyer intends to operate after Closing. If the

Operator of a Well must be elected or designated after Closing, the applicable instruments will

be executed after the election or designation, as applicable.

(6)

The closing settlement statement.

(e)

Third-Party Consents. Buyer will deliver proof of required third-party consents and approvals, except

to the extent waived by ExxonMobil in writing.

-19-

ExxonMobil Purchase and Sale Agreement — page 20

(f)

Financial Security. If required by ExxonMobil as a condition of Closing, Buyer will deliver evidence of

ﬁnancial security to guarantee Buyer’s obligations under this Agreement to abandon, restore, and

remediate the Interests and Property. The amount and form of such security shall be mutually agreed

upon between ExxonMobil and Buyer and such security shall be in place or guaranteed by a mutually

acceptable Escrow Agent or Surety prior to ﬁling any executed assignments with the Navajo Nation

for approval. Any disputes regarding the amount and form of the security are speciﬁcally excluded

from Section 16.6. In the event ExxonMobil and Buyer have not agreed on such amount and/or form of

the security by the Closing Date, either party may terminate this agreement.

(g)

Payment to ExxonMobil. At Closing, Buyer will pay ExxonMobil the net amount shown on the closing

settlement statement by certiﬁed check, cashier’s check, or funds transfer as that term is deﬁned in

Chapter 4 of the Texas Business and Commerce Code. This amount is subject to further adjustment

after Closing as provided in this Agreement. Notwithstanding any other provision of this Agreement,

Buyer must make payment by the speciﬁc means stated, or ExxonMobil may refuse to proceed with

Closing until ExxonMobil, in its sole discretion, is satisﬁed that it has received full payment. This right

is in addition to all other rights and remedies ExxonMobil may have under this Agreement, at law, or

in equity.

(h)

Delivery of Possession. Subject to the terms of applicable joint operating agreements, if any, the

Related Agreements, and this Agreement, ExxonMobil will deliver possession of the Interests to

Buyer as soon as practicable after the Eﬀective Time or the Closing Date, whichever is later.

8.05. Oﬀset of Amounts Owed to ExxonMobil. Before Closing, ExxonMobil may review all outstanding

accounts between Buyer and ExxonMobil Production Company and include any amounts due to ExxonMobil

Production Company in the closing settlement statement. Buyer will pay the amounts due to ExxonMobil

Production Company, if any, as a condition of Closing.

8.06. Condition Precedent. ExxonMobil’s and Buyer’s performance of their obligations under this Article 8

and the following:

(a)

ExxonMobil’s and Buyer’s execution of mutually acceptable C02 Sales Contract covering the Interests

for a period of ﬁve (5) years; and

(b)

ExxonMobil’s and Buyer’s closing on a related Purchase and Sale Agreement, eﬀective January 1,

2005, covering properties in Texas and New Mexico;

shall be conditions precedent to ExxonMobil’s and Buyer’s obligation to close this transaction.

8.07. Buyer’s Representation by Closing. By closing this transaction, Buyer will be deemed to represent to

ExxonMobil that all Buyer’s representations under this Agreement and the Additional Instruments are true as

of the Closing Date.

-20-

ExxonMobil Purchase and Sale Agreement — page 21

8.08. Insurance. ExxonMobil will terminate all insurance that it has provided for the Interests on the

Closing Date, except to the extent that insurance is required by or provided under a joint operating or similar

agreement. If the Eﬀective Time is before the Closing Date, the termination will be eﬀective retroactive to the

Eﬀective Time. Buyer relinquishes and waives, on its behalf and on behalf of all persons subrogated to Buyer’s

rights, all rights to claim against any insurance provided by ExxonMobil, except to the extent that insurance is

required by or provided under a joint operating or similar agreement.

ARTICLE 9. POST-CLOSING OBLIGATIONS

9.01. Filing and Recording. Buyer will ﬁle or record the conveyancing documents in the appropriate

governmental records. The recording party will provide either the original or photocopies of the ﬁled or

recorded document, including the recording data, as agreed by the parties, to the non-recording party. Buyer

will reimburse ExxonMobil for the ﬁling, recording, and other reasonable fees that ExxonMobil incurs if

ExxonMobil ﬁles or records the documents.

9.02. Copies. Within sixty days after the Closing Date, ExxonMobil will deliver to Buyer, at Buyer’s cost and

request, copies of data and records relating to the Interests and Property as agreed by the parties.

ExxonMobil is not obligated to provide copies of any data or records that would not have been made available

to Buyer under Section 5.01. Buyer must advise ExxonMobil before Closing which data and records that it

wants to be copied. While all copying expense is borne by Buyer, ExxonMobil will furnish the original technical

ﬁles and will retain the copies. On land and contract ﬁles and regulatory ﬁles, ExxonMobil will retain the

originals and will furnish Buyer with the copies of the ﬁles in the same format as the originals retained by

ExxonMobil. If Buyer requests geophysical data and if ExxonMobil is not restricted from releasing the data to

Buyer, Buyer’s execution of a licensing agreement satisfactory to ExxonMobil will be a condition of

ExxonMobil’s delivering the data to Buyer. The originals of ﬁles and records from the ﬁeld oﬀices of

ExxonMobil will be delivered to Buyer without the requirement of copying.

If originals or the last-remaining copies of any data or records are provided to Buyer, ExxonMobil may have

access to them at reasonable times and upon reasonable notice during regular business hours for as long as

any Interest is in eﬀect after the Eﬀective Time (or for twenty-one years in the case of a mineral fee or other

non-leasehold interest or a longer period if required by law or governmental regulation). ExxonMobil may,

during this period and at its expense, make copies of the data and records pursuant to a reasonable request.

Without limiting the generality of the two preceding sentences, for as long as any Interest is in eﬀect after the

Eﬀective time (or for twenty-one years in the case of a mineral fee or other non-leasehold interest or for a

longer period if required by law or governmental regulation), Buyer may not destroy or give up possession of

any original or last-remaining copy of the data or records without ﬁrst oﬀering ExxonMobil the opportunity, at

ExxonMobil’s expense, to obtain the original or a copy. After this period expires, Buyer must oﬀer to deliver

the data and records (or copies) to ExxonMobil, at ExxonMobil’s expense, before giving up possession or

destroying them.

9.03. Further Assurances. Buyer and ExxonMobil each will, from time to time after Closing and upon

reasonable request, execute, acknowledge, and deliver in proper form any conveyance, assignment, transfer,

or other instrument reasonably necessary to accomplish the purposes of this Agreement.

-21-

ExxonMobil Purchase and Sale Agreement — page 22

9.04. Post-Closing Third-Party Consents. If ExxonMobil elects to close without all third-party consents and

approvals, Buyer must proceed diligently after Closing to obtain and promptly provide evidence of them to

ExxonMobil.

If any party (including any governmental or regulatory agency) having a right to approve or reject

assignment of any Interest by ExxonMobil to Buyer in order for title to transfer does not approve the

assignment, or if Buyer does not meet conditions imposed for approval of the assignment, after Buyer has

made a good faith eﬀort to obtain the approval or permits or to satisfy the conditions, then ExxonMobil may

require reassignment of either (a) all the Interests, or (b) those Interests for which approval or consent was

not received. The Interests and Property must be in the same condition on the reassignment date as they were

on the Closing Date, reasonable wear and tear excepted. Upon reassignment, ExxonMobil will refund to Buyer

the Allocation for each reassigned Interest, without interest, but adjusted for operating expenses and revenue

attributable to the period before reassignment.

Buyer will be responsible for all amounts due under contracts, including the Related Agreements, as to any

Interest that requires approval for assignment, from the Eﬀective Time forward. This obligation will end only if

an Interest is reassigned under this Section 9.04.

9.05. Reassignment. For reassignment of any Interest under this Agreement, Buyer will execute and deliver

to ExxonMobil a reassignment by special warranty, in a form satisfactory to ExxonMobil and suﬀicient to place

ExxonMobil in the same position it occupied before the assignment to Buyer. Buyer’s release and discharge of

ExxonMobil and its Associated Parties, its covenant not to sue ExxonMobil or its Associated Parties, and its

obligations to indemnify, defend, and hold ExxonMobil and its Associated Parties harmless will apply to

Interests that are reassigned for the period of Buyer’s ownership, and the reassignment instrument will

restate Buyer’s obligations.

9.06. Buyer’s Compliance. Buyer will comply with all rules, regulations, statutes, and laws applicable to

Buyer’s ownership or operation of the Interests or Property and with all Related Agreements, insofar as they

concern or pertain to the Interests.

9.07. Property Sales Accounting Agreement. Buyer will perform all its obligations under the Property Sales

Accounting Agreement, including payment of rentals, shut-in payments, and minimum royalties.

9.08. Plugging and Abandoning Wells; Remediation. Buyer recognizes, and will either perform or assure

that performance is accomplished properly and in accordance with applicable law and the Related

Agreements, all obligations to abandon, restore, and remediate the Interests and Property, whether arising

before or after the Eﬀective Time, including obligations, as applicable, to:

(a)

obtain plugging exceptions in Operator’s name for each Well with a current plugging exception, or

permanently plug and abandon the Well.

(b)

plug, abandon, and if necessary, reabandon each Well.

(c)

remove all equipment and facilities, including ﬂowlines and pipelines.

-22-

ExxonMobil Purchase and Sale Agreement — page 23

(d)

close all pits.

(e)

restore the surface and subsurface sites associated with the Interests or Property.

Buyer will pay all costs and expenses associated with the obligations assumed under this section.

ExxonMobil may require Buyer to prove its ﬁnancial ability to perform these obligations as provided in

Section 8.4 (f) hereof.

ARTICLE 10. TAXES

10.01. Ad Valorem Taxes. Ad valorem taxes (including production-based ad valorem taxes), real property

taxes, and similar obligations imposed on the Interests and Property according to their value (“Ad Valorem

Taxes”) will be apportioned between ExxonMobil and Buyer as of the Eﬀective Time. Whether the Interests

and Property are valued based on the previous year’s production or any other basis, Buyer is obligated to pay

the current year’s Ad Valorem Tax assessment and all subsequent Ad Valorem Taxes, subject to the following

apportionment provisions. The basis of the apportionment will be the assessment for the tax year in which the

Eﬀective Time occurs or, if that assessment is not known, then the basis of the apportionment will be the

assessment for the previous tax year. If Ad Valorem Taxes have not been paid before Closing, Buyer will be

credited for ExxonMobil’s portion of the Ad Valorem Taxes on the closing settlement statement. If they have

been paid before Closing, ExxonMobil will be credited for Buyer’s portion of the taxes on the closing

settlement statement. Buyer will be responsible for all Ad Valorem Taxes and interest that are applied to the

Interests retroactively after the Eﬀective Time.

10.02. Production Taxes. All taxes (other than Ad Valorem Taxes and income taxes) imposed on or with

respect to the production of Oil, gas, or other hydrocarbons or minerals, or the receipt of proceeds from their

sale (including severance, production, and excise taxes) will be apportioned between the parties as of the

Eﬀective Time. ExxonMobil will be responsible for paying or withholding all taxes that have accrued before the

Eﬀective Time or as otherwise provided in the Property Sales Accounting Agreement and for ﬁling all

statements, returns, and documents pertinent to them. Buyer will be responsible for paying or withholding all

taxes that accrue or are applied retroactively after the Eﬀective Time or as otherwise provided in the Property

Sales Accounting Agreement; for ﬁling all statements, returns, documents incident to them; and for obtaining

reimbursements, if any, relating to those taxes.

10.03. Other Taxes. At Closing, ExxonMobil will collect, and Buyer will pay, all applicable state and local

sales taxes, use taxes, gross receipts taxes, business license taxes, other taxes (except taxes imposed by

reason of income to ExxonMobil), and fees. The taxes collected will be based on Buyer’s Allocations, as

adjusted under this Agreement. Buyer will pay all state and local taxes, including penalty and interest, if any,

assessed after the Eﬀective Time against either party with respect to this transaction or, if paid by

ExxonMobil, Buyer will promptly reimburse ExxonMobil for amounts paid. Buyer will pay all documentary

stamp taxes.

10.04. Tax-Deferred Exchange. ExxonMobil may elect by notice to Buyer before the Closing Date to eﬀect a

tax-deferred exchange under section 1031 of the Code of all or part of the Interests. If ExxonMobil so elects,

Buyer will accommodate ExxonMobil and will execute escrow instructions,

-23-

ExxonMobil Purchase and Sale Agreement — page 24

documents, agreements, or other instruments, as reasonably requested by ExxonMobil, to eﬀect the exchange.

ExxonMobil may assign its rights and delegate its duties under this Agreement to an exchange intermediary

that it selects, as may be necessary to eﬀect a tax-deferred exchange.

ARTICLE 11. OIL IN STORAGE, PROCEEDS, COSTS, EXPENSES,

CLAIMS, AND DISBURSEMENTS

11.01. Oil in Storage. All Oil in storage at the Eﬀective Time, including working inventory, belongs to

ExxonMobil. Title to Oil in storage for both ExxonMobil-operated Interests and Interests operated by others

will transfer to Buyer as of the Eﬀective Time.

ExxonMobil, at its sole option, may include as “Oil in storage” all Oil in the system downstream of the

wellhead at the Eﬀective Time, including Oil in stock tanks, wash tanks, heater treaters, ﬂowlines, and

pipelines. For ExxonMobil-operated Interests, at the Eﬀective Time ExxonMobil will (a) at its sole option,

either run or gauge the Oil in storage, and (b) read and replace all gas meter charts. If the Eﬀective Time is

after the Execution Date, Buyer may be present for these operations.

ExxonMobil will use measured Oil inventories in the closing settlement statement, if available or, if not

available, then estimated Oil inventories. The estimates will be based on the average month-end inventories of

the three most recent calendar months prior to the Eﬀective Time. If there is a diﬀerence between the value of

the estimated Oil in storage and the value of inventories run or gauged at the Eﬀective Time, ExxonMobil may

include the diﬀerence in the ﬁnal settlement statement.

Oil inventories will be priced, at ExxonMobil’s option, at either (A) ExxonMobil’s posted price at the

Eﬀective Time for Oil of like grade and gravity in the ﬁeld where the relevant Interest is located; (B) if there is

no ExxonMobil-posted price for the ﬁeld, then the average of the two highest prices, as determined by

ExxonMobil, posted by other purchasing companies in the ﬁeld or locality where the Interest is located, for Oil

of like grade and gravity, in eﬀect at the Eﬀective Time; (C) the applicable posted price, with appropriate

gravity adjustments; or (D) the price received for the Oil from the purchaser (or an estimate of the price).

For Interests operated by others, ExxonMobil will include in the closing settlement statement the quantity

of Oil in storage at the Eﬀective Time as represented by the Operator or as obtained from information ﬁled

with the applicable regulatory agency. The value of Oil in storage for Interests operated by others will be

determined on the same basis as that used to determine the value of Oil inventories for ExxonMobil-operated

Interests.

11.02. Proceeds, Costs, and Expenses. Except as otherwise provided in this Agreement and the Property

Sales Accounting Agreement, ExxonMobil reserves all rights to proceeds, receipts, reimbursements, credits,

and income attributable to the Interests and accruing before the Eﬀective Time. All proceeds, receipts, credits,

income, and charges attributable to the Interests and accruing after the Eﬀective Time will be Buyer’s

property and responsibility. For accounts held in suspense or escrow at Closing, ExxonMobil will pay in full the

royalty accounts that were suspended because the amount due is less than the statutory minimum for payment

and, as to all other accounts, will disburse funds after Closing upon proof satisfactory to ExxonMobil that the

money is due to the party claiming it.

-24-

ExxonMobil Purchase and Sale Agreement — page 25

Except as otherwise provided in this Agreement and the Property Sales Accounting Agreement, ExxonMobil

will be responsible for and make all disbursements for (a) payment of charges and invoices for costs and

expenses accruing before the Eﬀective Time and attributable to the Interests and (b) payments necessary as

the result of sales of production from the Interests occurring before the Eﬀective Time (including

disbursements out of proceeds held in suspense or escrow). Buyer will be responsible for and make all

payments and disbursements after the Eﬀective Time or Closing, whichever is later, but if ExxonMobil makes

any of these payments or disbursements, Buyer will reimburse ExxonMobil for the amounts paid.

All amounts due from one party to the other under this section may be made by debits and credits in the

closing and ﬁnal settlement statements.

11.03. Notice to Remitters of Proceeds. ExxonMobil will make reasonable eﬀorts to notify all remitters of

proceeds from the sale of production to advise them of this transaction. Except as otherwise provided in the

Property Sales Accounting Agreement, ExxonMobil is responsible for obtaining from the remitters revenues

accrued before the Eﬀective Time, and Buyer is responsible for obtaining from the remitters revenues

accruing after the Eﬀective Time. The parties will inform the remitters that this transaction has closed by

letter-in-lieu-of-transfer order or other documents required by each remitter.

11.04. Reservation of Claims. ExxonMobil reserves all Claims and rights of any kind concerning the

Interests or Property against third parties that accrue before the Eﬀective Time (including those against

overriding royalty owners, royalty owners, working-interest owners, and gas purchasers), whether discovered

before or after the Eﬀective Time or Closing, whichever is later. The reservations under this section do not

include gas-production-imbalance accounts, which are the subject of Article 19.

ARTICLE 12. EXXONMOBIL-OPERATED INTERESTS

12.01. Operation by ExxonMobil. ExxonMobil will operate the ExxonMobil-operated Interests until the later

of the Closing Date, the Eﬀective Time, or the time that the applicable operating agreement, plan of

unitization or law requires. At that time operations will be turned over to, and become the responsibility of

Buyer. ExxonMobil does not represent or warrant that Buyer will be entitled to remain in the capacity of

operator under the existing agreements relating to operations of the interest. ExxonMobil is not obligated to

obtain Buyer’s approval of any aspect of operations while it operates the Interests. Notwithstanding anything

to the contrary in this Agreement, ExxonMobil may cancel its applicable regulatory permits at any time and for

any reason after it assigns operation of an Interest to Buyer.

12.02. Charges Paid by Buyer. For the period of operation by ExxonMobil as the designated operator after

the Eﬀective Time, Buyer will pay ExxonMobil as follows:

(a)

Operation and Maintenance Expenses: a ﬁxed monthly rate for operation and maintenance expenses

and other miscellaneous costs and expenses incidental to the operation, protection, and maintenance

of the Interests and Property (but excluding costs under paragraph (b) below) based on the average

operation, maintenance, and

-25-

ExxonMobil Purchase and Sale Agreement — page 26

miscellaneous costs and expenses for each Interest for the three-month period before the Eﬀective

Time.

(b)

Other Costs: reimbursement for workover costs, plugging, abandoning, and reabandoning costs, and

other major costs incurred by ExxonMobil incidental to the operation, protection, and maintenance of

the Interests and Property, on an actual-cost basis.

(c)

Overhead: overhead at a rate equal to 25% of the sum of the amounts under paragraphs (a) and

(b) above. This shall be the only overhead applied to the costs and expenses detailed in 12.02 (a) and

(b) above.

These charges will be included in the closing or ﬁnal settlement statements, as applicable.

For any period where ExxonMobil provides any of production, regulatory reporting, revenue and royalty

disbursement and/or joint interest billings and similar accounting functions, the charges shall be as set forth in

Exhibit D and/or Exhibit M (Transition Agreement). These charges, if available, or an estimate will be included

in the closing or ﬁnal settlement statements, as applicable.

12.03. Risk of Loss. Unless this Agreement is terminated as to an Interest, the risk of loss for damage to or

destruction of the ExxonMobil-operated Interests and Property associated with that Interest will pass from

ExxonMobil to Buyer as of the earlier of Closing or the Eﬀective Time,

INCLUDING

DAMAGE

DESTRUCTION

RESULTING

WHOLE

PART

FROM

THE

NEGLIGENCE

STRICT

LIABILITY

XXON

OBIL

ITS

SSOCIATED

ARTIES

Damage or destruction will not be cause for Buyer to delay Closing or terminate this Agreement.

12.04. Selection of Operator. ExxonMobil may elect to poll the parties to applicable joint operating

agreements or plans of unitization before Closing to select a successor Operator. The poll may stipulate that

ExxonMobil will not resign as Operator unless Closing occurs. ExxonMobil may resign as Operator under

applicable regulations if Buyer does not diligently pursue its designation as Operator of the Interests that it

will operate. If ExxonMobil does not poll, then it will be Buyer’s responsibility to do so immediately after

Closing. Buyer’s selection as Operator, whether under a joint operating or similar agreement or pursuant to

applicable regulations, is not a condition of Buyer’s performance under this Agreement.

12.05. Removal of Signs. ExxonMobil may either remove its name and signs from the ExxonMobil-operated

Interests and Property or require Buyer to do so for those Interests that it will operate. If ExxonMobil’s name

or signs remain on the Property or Interests after ExxonMobil ceases to be Operator and Buyer has become

Operator, Buyer must (a) remove any remaining signs and references to ExxonMobil promptly, but no later

than the time required by applicable regulations or forty-ﬁve days after ExxonMobil ceases to be Operator,

whichever occurs ﬁrst, (b) install signs complying with applicable governmental regulations, including signs

showing Buyer as Operator of the Interests it operates, and (c) notify ExxonMobil of the removal and

installation. ExxonMobil reserves a right of access to the Interests and Property after it ceases to be Operator

to remove its signs and name from all Wells, facilities, and Property, or to conﬁrm that Buyer has done so for

the Interests operated by Buyer.

-26-

ExxonMobil Purchase and Sale Agreement — page 27

If ExxonMobil removes signs because Buyer has not done so, ExxonMobil will charge its costs to Buyer, and

Buyer will pay the invoice within ﬁfteen days of receipt.

ARTICLE 13. INTERESTS OPERATED BY OTHERS

13.01. Charges Paid by Buyer. Buyer will reimburse ExxonMobil for charges made by the Operator after the

Eﬀective Time and paid by ExxonMobil and will pay overhead to ExxonMobil at a rate equal to 5% of the

charges made by the Operator after the Eﬀective Time and paid by ExxonMobil.

13.02. Risk of Loss. Unless this Agreement is terminated as to an Interest, the risk of loss for damage to or

destruction of each Interest operated by others and the Property associated with that Interest will pass from

ExxonMobil to Buyer as of the earlier of Closing or the Eﬀective Time,

INCLUDING

DAMAGE

DESTRUCTION

RESULTING

WHOLE

PART

FROM

THE

NEGLIGENCE

STRICT

LIABILITY

XXON

OBIL

ITS

SSOCIATED

ARTIES

Damage or destruction will not be cause for Buyer to delay Closing or terminate this Agreement.

ARTICLE 14.

DELETED IN ITS ENTIRETY

ARTICLE 15. PREFERENTIAL RIGHT TO PURCHASE GAS/RAW MAKE

DELETED IN ITS ENTIRETY

ARTICLE 16. BUYER’S RELEASE, DISCHARGE, AND COVENANT NOT TO SUE;

BUYER’S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS;

DISPUTE RESOLUTION

16.01. Buyer’s Release and Discharge of ExxonMobil and its Associated Parties. Buyer releases and

discharges ExxonMobil and its Associated Parties from each Claim and Liability relating to the Interests,

Property, or this transaction, regardless of when or how the Claim or Liability arose or arises or whether the

Claim or Liability is foreseeable or unforeseeable.

UYER

’

RELEASE

AND

DISCHARGE

XXON

OBIL

AND

ITS

SSOCIATED

ARTIES

INCLUDE

LAIMS

AND

IABILITIES

RESULTING

ANY

WAY

FROM

THE

NEGLIGENCE

STRICT

LIABILITY

XXON

OBIL

ITS

SSOCIATED

ARTIES

WHETHER

THE

NEGLIGENCE

TRICT

IABILITY

ACTIVE

PASSIVE

JOINT

CONCURRENT

SOLE

The only exception to Buyer’s release and discharge of ExxonMobil and its

Associated Parties is stated in 16.04(e), and the release and discharge are binding on Buyer and its successors

and assigns.

16.02. Buyer’s Covenant Not to Sue ExxonMobil or its Associated Parties. Buyer covenants not to sue

ExxonMobil or its Associated Parties with regard to any Claim or Liability relating to the Interests, Property, or

this transaction, regardless of when or how the Claim or Liability arose or arises or whether the Claim or

Liability is foreseeable or unforeseeable.

UYER

’

COVENANT

NOT

SUE

XXON

OBIL

ITS

SSOCIATED

ARTIES

INCLUDES

LAIMS

AND

IABILITIES

RESULTING

ANY

WAY

FROM

THE

NEGLIGENCE

TRICT

IABILITY

XXON

OBIL

ITS

SSOCIATED

ARTIES

WHETHER

THE

NEGLIGENCE

STRICT

LIABILITY

ACTIVE

PASSIVE

JOINT

CONCURRENT

SOLE

-27-

ExxonMobil Purchase and Sale Agreement — page 28

The only exception to Buyer’s covenant not to sue ExxonMobil or its Associated Parties is stated in

Section 16.04 (e), and the covenant is binding on Buyer and its successors and assigns.

16.03. Buyer’s Obligations to Indemnify, Defend, and Hold ExxonMobil and its Associated Parties Harmless.

Buyer will indemnify, defend, and hold ExxonMobil and its Associated Parties harmless from each Claim and

Liability relating to the Interests, Property, or this transaction, regardless of when or how the Claim or

Liability arose or arises or whether the Claim or Liability is foreseeable or unforeseeable.

UYER

’

OBLIGATIONS

INDEMNIFY

DEFEND

AND

HOLD

XXON

OBIL

AND

ITS

SSOCIATED

ARTIES

HARMLESS

INCLUDE

LAIMS

AND

IABILITIES

RESULTING

ANY

WAY

FROM

THE

NEGLIGENCE

TRICT

IABILITY

XXON

OBIL

ITS

SSOCIATED

ARTIES

WHETHER

THE

NEGLIGENCE

STRICT

LIABILITY

ACTIVE

PASSIVE

JOINT

CONCURRENT

SOLE

The only

exception to Buyer’s obligations to indemnify, defend, and hold ExxonMobil and its Associated Parties

harmless is stated in Section 16.04(c) and (e), and the obligations are binding on Buyer and its successors and

assigns.

16.04. Buyer’s Obligations.

(a)

In each instance of Buyer’s obligations to release, discharge, indemnify, defend, and hold ExxonMobil

and its Associated Parties harmless and its covenant not to sue ExxonMobil or its Associated Parties,

the Claims and Liabilities subject to the obligations include the following:

(1)

the ownership of the Interests by ExxonMobil, their operation by ExxonMobil or its Associated

Parties, and the acts or omissions of ExxonMobil or its Associated Parties in connection with the

Interests or the Related Agreements.

(2)

the ownership of the Interests by Buyer, their operation by Buyer or its Associated Parties, and

the acts or omissions of Buyer or its Associated Parties in connection with the Interests or

under this Agreement or the Related Agreements.

(3)

the acts or omissions of third parties relating to the Interests.

(b)

Buyer’s obligations under this Agreement to release, discharge, indemnify, defend, and hold

ExxonMobil and its Associated Parties harmless and its covenant not to sue ExxonMobil or its

Associated Parties include Claims and Liabilities arising in any manner from the following:

(1)

Buyer’s Allocations.

(2)

preferential and similar rights held by third parties to purchase any portion of the Interests.

(3)

the review, inspection, and assessment of the Interests and Property by Buyer and its

Associated Parties.

-28-

ExxonMobil Purchase and Sale Agreement — page 29

(4)

an error in describing the Interests or an error in the conveyancing instruments.

(5)

rights and obligations of the parties or third parties under the Related Agreements.

(6)

closing without a third-party consent or approval.

(7)

failure by third parties to approve or consent to any aspect of this transaction after Closing.

(8)

obligations to plug and abandon Wells and remediate the Interests and Property.

(9)

payment of Real Property Taxes or other taxes applicable to the Interests and Property.

(10) payments or disbursements paid or payable by ExxonMobil or Buyer to third parties.

(11) a physical or environmental condition relating to the Interests and Property, including Claims

and Liabilities under the Environmental Laws, or failure to comply with the Environmental

Laws.

(12) remediation activities, including damages incurred by Buyer or its Associated Parties during or

arising from remediation activities.

(13) lawsuits ﬁled before the Eﬀective Time, but amended after the Eﬀective Time to include the

Interests or Property or ExxonMobil’s ownership of or activities regarding the Interests or

Property.

(c)

Subject to the exceptions outlined herein, Buyer’s obligations to indemnify, defend, and hold

ExxonMobil and its Associated Parties harmless do not apply, however, and ExxonMobil shall retain

and remain responsible for (a) Claims or Liabilities that result from a judgment rendered or

settlement reached in a lawsuit ﬁled before the Eﬀective Time, except those provided in 16.04 (d) and

16 (e) below, but only to the extent that acts or omissions that gave rise to the cause of action are

attributable to the conduct or operation or ownership of ExxonMobil or its Associated Parties before

the Eﬀective Time; (b) unpaid, underpaid or overpaid taxes, royalties to the extent attributable to the

period of time prior to the Eﬀective Time; and (c) amounts owed or due from joint interest billings to

the extent attributable to the period of time prior to the Eﬀective Time. The parties recognize that

certain lawsuits may have been ﬁled before the Eﬀective Time, but concern activities continuing after

the Eﬀective Time, so that after Closing Buyer may be a proper party to the lawsuit. For these

lawsuits, Buyer’s obligations to indemnify, defend, and hold ExxonMobil and its Associated Parties

harmless will apply to activities occurring after the Eﬀective Time. ExxonMobil will

-29-

ExxonMobil Purchase and Sale Agreement — page 30

continue to defend its own interests and provide principal counsel in an action under this paragraph

for which it remains a party after the Eﬀective Time.

(d)

Notwithstanding anything contained in this Agreement to the contrary, Buyer will assume all of

ExxonMobil’s obligations to the extent required under the Consent Decree (Water) United States of

America vs. Mobil Exploration & Producing U.S. Inc. Civ No. 2:98-CV-00220-ST, and Consent Decree

(Air) United States of America vs. Mobil Exploration & Producing U.S. Inc. (not yet ﬁnal), attached

hereto as Exhibits I and J respectively.

(e)

Notwithstanding anything to the contrary in the Agreement, ExxonMobil will retain responsibility for

settlement with the Environmental Protection Agency (“EPA), and payment of any penalty (if

applicable) assessed by the EPA as a result of the ongoing investigation of the P-20 well purge issue

arising from the P-20 well located in the McElmo Creek Unit. However, upon Closing Buyer agrees to

assume any obligations associated with any monitoring and/or remediation plan established by

ExxonMobil and/or the EPA for such well, and to assume all ongoing obligations and to comply with all

requirements set forth in any settlement with the EPA, as applicable, including but not limited to U.S.

EPA Docket No. 2002-09-0PA-0002, Order for Removal, Mitigation or Prevention of a Substantial

Threat of Oil Discharge, attached hereto as Exhibit K.

(f)

Buyer’s release and discharge of ExxonMobil and its Associated Parties and its covenant not to sue do

not include Claims that Buyer may enforce against contractors and subcontractors for work regarding

the Interests and the Properties. In addition, Buyer’s release and discharge of ExxonMobil and its

Associated Parties and its obligation to indemnify, defend and hold ExxonMobil harmless under this

Agreement does not include Claims that ExxonMobil breached this Agreement. Any such Claims will

be resolved in accordance with Article 16.06.

16.05. Buyer’s Duty to Defend. Buyer acknowledges that its obligations to indemnify, defend, and hold

ExxonMobil and its Associated Parties harmless under this Agreement include obligations to pay the attorneys’

fees and court and other costs incurred by ExxonMobil and its Associated parties in defending all Claims. As to

each Claim and Liability, ExxonMobil, at its sole option, may elect to (a) manage its own defense, in which

event Buyer will reimburse ExxonMobil and its Associated Parties for all attorneys’ fees and court and other

costs reasonably incurred in defending a claim, upon delivery to Buyer of invoices for these fees and costs; or

(b) tender its defense as to any Claim to Buyer, in which event Buyer will be responsible for all aspects of

defending the Claim at issue and resulting Liabilities.

16.06. Alternate Dispute Resolution and Arbitration. This section applies to any dispute between the

parties, arising at any time, that is not subject to Buyer’s release and discharge of ExxonMobil and its

Associated Parties or Buyer’s covenant not to sue ExxonMobil or its Associated Parties or is not speciﬁcally

excluded from this section under this Agreement. Whether a dispute is subject to Buyer’s release, discharge,

or covenant not to sue or to this section (or is excluded from this section by its terms), and whether there is a

contract between the parties, are issues that will be resolved under the alternate dispute resolution and

arbitration provisions of this section.

-30-

ExxonMobil Purchase and Sale Agreement — page 31

As to the disputes subject to this section, any Claim or controversy of whatever nature, including an action

in tort or contract or a statutory action (“Disputed Claim”), or the arbitrability of a Disputed Claim, will be

resolved under the terms, conditions, and procedures of Exhibit E and will be binding on both parties and their

respective successors and assigns. Neither party may prosecute or commence any suit or action against the

other party relating to any matters that are subject to this section.

ExxonMobil will determine, at its sole option, whether a Claim ﬁled by a third party against Buyer or

ExxonMobil will be subject to this section. If Buyer has notiﬁed ExxonMobil before Closing of a Disputed Claim

by Buyer before Closing and the Disputed Claim is not resolved before Closing, the Disputed Claim will not be

subject to this section unless agreed by the parties.

The addresses for notice under this section are:

ExxonMobil:

Buyer:

ExxonMobil Production Company

Resolute Aneth, LLC.

P. O. Box 2180

1675 Broadway, Suite 1950

Houston, Texas 77252-2180

Denver, CO 80202

Attention: Planning Department

Attention: Ms. Janet Pasque

Asset Enhancement Manager

And

Navajo Nation Oil and Gas Company

P. O. Box 4439

Window Rock, AZ 86515

Attention: Mr. Wilson Groen

16.07. B

UYER

’

WAIVER

CONSUMER

RIGHTS

UNDER

THE

EXAS

ECEPTIVE

RADE

RACTICES

ONSUMER

ROTECTION

AND

OTHER

CONSUMER

PROTECTION

LAWS

. As

PARTIAL

CONSIDERATION

EXXONMOBIL

ENTER

INTO

THIS

AGREEMENT

THE

EXTENT

THAT

THE

EXAS

ECEPTIVE

RADE

RACTICES

ONSUMER

ROTECTION

APPLICABLE

THIS

TRANSACTION

BUYER

CAN

AND

DOES

EXPRESSLY

WAIVE

ITS

RIGHTS

UNDER

THE

TEXAS

DECEPTIVE

RADE

RACTICES

ONSUMER

ROTECTION

, S

ECTIONS

17.41

THROUGH

17.63, T

EXAS

USINESS

AND

OMMERCE

ODE

LAW

THAT

GIVES

CONSUMERS

SPECIAL

RIGHTS

AND

PROTECTIONS

. A

FTER

CONSULTATION

WITH

ATTORNEY

ITS

OWN

SELECTION

, B

UYER

VOLUNTARILY

CONSENTS

THIS

WAIVER

. I

ADDITION

, B

UYER

WAIVES

ITS

RIGHTS

UNDER

ALL

OTHER

CONSUMER

PROTECTION

LAWS

OTHER

STATES

APPLICABLE

THIS

TRANSACTION

THAT

MAY

WAIVED

THE

PARTIES

16.08. Retroactive Eﬀect. Buyer acknowledges that its obligations to release, discharge, defend, and hold

ExxonMobil and its Associated Parties harmless and its covenant not to sue ExxonMobil or its Associated

Parties apply to matters occurring or arising before the Execution Date to the extent provided in this

Agreement.

16.09.

NDUCEMENT

XXON

OBIL

. B

UYER

ACKNOWLEDGES

THAT

EVALUATED

ITS

OBLIGATIONS

UNDER

THIS

ARTICLE

BEFORE

DETERMINED

AND

SUBMITTED

ITS

BID

FOR

THE

-31-

ExxonMobil Purchase and Sale Agreement — page 32

NTERESTS

AND

THAT

ITS

ASSUMPTION

THESE

OBLIGATIONS

MATERIAL

INDUCEMENT

XXON

OBIL

ENTER

INTO

THIS

GREEMENT

WITH

AND

THE

SALE

, B

UYER

ARTICLE 17. ENVIRONMENTAL MATTERS

17.01. Buyer’s Acknowledgment Concerning Possible Contamination of the Interests and Property. Buyer is

aware that the Interests and Property have been used for exploration, development, and production of oil and

gas and that there may be petroleum, produced water, wastes, or other materials located on or under the

Property or associated with the Interests. Equipment and sites included in the Interests or Property may

contain asbestos, hazardous substances, or NORM. NORM may aﬀix or attach itself to the inside of Wells,

materials, and equipment as scale, or in other forms; the Wells, materials, and equipment located on the

Property or included in the Interests may contain NORM and other wastes or hazardous substances; and

NORM-containing material and other wastes or hazardous substances may have been buried, come in contact

with the soil, or otherwise been disposed of on the Property. Special procedures may be required for the

remediation, removal, transportation, or disposal of wastes, asbestos, hazardous substances, and NORM from

the Interests and the Property.

UYER

WILL

ASSUME

ALL

LIABILITY

FOR

THE

ASSESSMENT

REMEDIATION

REMOVAL

TRANSPORTATION

AND

DISPOSAL

WASTES

ASBESTOS

HAZARDOUS

SUBSTANCES

AND

NORM

FROM

THE

NTERESTS

AND

ROPERTY

AND

ASSOCIATED

ACTIVITIES

AND

WILL

CONDUCT

THESE

ACTIVITIES

ACCORDANCE

WITH

ALL

APPLICABLE

LAWS

AND

REGULATIONS

INCLUDING

THE

ENVIRONMENTAL

AWS

17.02. Adverse Environmental Conditions.

(a)

Buyer will have until 60 days after the Execution Date or 30 days before the Closing Date, whichever

is earlier, to notify ExxonMobil of any material adverse environmental condition of the Interests or

Property that Buyer ﬁnds unacceptable and provide evidence of the condition to ExxonMobil. An

environmental condition is a material adverse environmental condition (“Condition”) only if all the

following criteria are met:

(1)

The environmental condition is required to be remediated on the Execution Date under the

Environmental Laws in eﬀect on the Execution Date.

(2)

The total of the cost to remediate all environmental conditions identiﬁed by Buyer to levels

required by the Environmental Laws in eﬀect on the Execution Date is reasonably estimated to

be more than one percent of the Base Purchase Price.

(3)

The environmental condition was not disclosed to or known by Buyer before the Execution Date.

(b)

ExxonMobil will have thirty days after receipt of Buyer’s notice under the preceding paragraph, or

until ﬁve days before the Closing Date if it determines that an adverse environmental condition

(whether material or not) may exist with respect to an Interest or Property, to elect any of the

following:

-32-

ExxonMobil Purchase and Sale Agreement — page 33

(1)

adjust the Allocation for an Interest by a mutually acceptable amount reﬂecting ExxonMobil’s

proportionate share, based on its working interest, of the cost reasonably estimated to

remediate a Condition aﬀecting the Interest;

(2)

remove the aﬀected Interest from this Agreement and adjust the Base Purchase Price by the

Allocation for the aﬀected Interest;

(3)

remedy, or agree to remedy, the Condition, as provided below; or

(4)

terminate this Agreement.

ExxonMobil may delay Closing until the end of this thirty-day period, which delay will be in addition to

and under the same terms as ExxonMobil’s right to delay Closing under Section 8.03.

(c)

If ExxonMobil and Buyer agree to adjust an Allocation because of a Condition, the amount of the

adjustment will be the cost to remediate the Condition, but only to the level required by the

Environmental Laws in eﬀect on the Execution Date. ExxonMobil may require Buyer to remit the full

Allocation at Closing, without adjustment for the Condition, but if it does so, it will pay the amount of

the adjustment to Buyer when the remediation is complete under applicable law. If the cost to

remediate exceeds the amount of the adjustment, Buyer will pay the additional costs to remediate the

Condition as required by applicable law.

17.03. Remediation. If ExxonMobil agrees with Buyer to remediate a Condition or is required by a

governmental or regulatory agency to remediate a Condition, the following will govern the remediation:

(a)

ExxonMobil will be responsible for all negotiations and contacts with federal, state, and local

agencies and authorities with regard to the Condition or remediation. Buyer may not make any

independent contacts with any agency, authority, or other third party with respect to the Condition or

remediation and will keep all information regarding the Condition and remediation conﬁdential,

except in each instance to the extent required by applicable law.

(b)

ExxonMobil will remediate the Condition to the level agreed upon by ExxonMobil and Buyer, but in no

event will ExxonMobil be required to remediate the Condition beyond the level required by the

Environmental Laws in eﬀect on the Execution Date.

(c)

Buyer will grant and warrant access to the Interests and entry on the Property after Closing to

ExxonMobil, its Associated Parties, and third parties conducting assessments or remediation, to the

extent and as long as necessary to conduct and complete the assessment or remediation work, to

remove equipment and facilities, and to perform any other activities reasonably necessary in

connection with assessment or remediation.

-33-

ExxonMobil Purchase and Sale Agreement — page 34

(d)

Buyer will use its best eﬀorts not to interfere with ExxonMobil’s ingress and egress or assessment or

remediation activities. ExxonMobil will make reasonable eﬀorts to perform the work so as to

minimize disruption to Buyer’s business activities and to the Interests and the Property.

(e)

ExxonMobil will continue remediation of the Condition until the ﬁrst of the following occurs:

(1)

the appropriate governmental authorities provide written notice to ExxonMobil or Buyer that no

further remediation of the Condition is required; or

(2)

ExxonMobil determines that the Condition has been remediated to the level required by the

Environmental Laws or as agreed by the parties.

Upon the occurrence of either (1) or (2) above, ExxonMobil will notify Buyer that remediation of the

Condition is complete and provide a copy of the notiﬁcation described in (1) above, if applicable. Upon

delivery of ExxonMobil’s notice, ExxonMobil will be released from all liability and have no further

obligations under any provisions of this Agreement in connection with a Condition.

(f)

Until ExxonMobil completes remediation of a Condition, ExxonMobil and Buyer will each notify the

other of any pending or threatened Claim, action, or proceeding by any authority or private party that

relates to or would aﬀect the environmental condition, the assessment, or the remediation of the

Interests or Property.

(g)

After delivery of possession or Closing (whichever occurs ﬁrst) and before ExxonMobil has completed

remediation of a Condition, if a leak, spill, or discharge of any material or substance (“Occurrence”)

occurs on the Property or Interests, or any part of them, Buyer will promptly notify ExxonMobil and

act promptly to minimize the eﬀects of the Occurrence. If a spill, leak or discharge occurs and

ExxonMobil determines that it may aﬀect the area where ExxonMobil is conducting remediation or

assessment, Buyer will hire a consultant (who must be acceptable to ExxonMobil) to assess the eﬀect

of the occurrence on the environmental condition of the Property, Interest, and ExxonMobil’s

remediation work and the cost of the additional work required as the result of the Occurrence. Unless

the Occurrence was caused solely by ExxonMobil, Buyer will be responsible for the incremental cost

of remediating the impact of the Occurrence. If ExxonMobil’s remediation is expanded to incorporate

remediation of the Occurrence, Buyer will promptly pay its share of costs and expenses to

ExxonMobil as the work is performed, within thirty days of receipt of invoices for the work (with

supporting documentation). Payments not made timely will bear interest at a rate of twelve percent

per annum or the maximum lawful rate, whichever is less, compounded daily from the date of Buyer’s

receipt of the invoice until paid.

If the cost of the additional work equals or exceeds the cost which would have been incurred but for

the Occurrence, ExxonMobil will pay Buyer the cost that would have

-34-

ExxonMobil Purchase and Sale Agreement — page 35

been incurred by ExxonMobil to complete the remediation but for the Occurrence. As consideration

for this payment, Buyer will accept the environmental condition of the Property and Interests as they

exist on the date of the payment, assume full responsibility for remediating the Property and Interests

and related oﬀ-site contamination in accordance with this Agreement, and agree to release, not to

sue, indemnify, hold harmless, and defend ExxonMobil and its Associated Parties as to Claims and

Liabilities arising from the Occurrence to the same extent as described in Article 16.

(h)

If ExxonMobil undertakes remediation as to any Interest in which ExxonMobil’s ownership was less

than 100%, Buyer will bill the other working interest owners for their share of the remediation

expenses. Regardless of whether Buyer recoups any amount from the other working interest owners,

Buyer will refund to ExxonMobil, within sixty days of each ExxonMobil invoice, with documentation,

any amounts expended by ExxonMobil over the amount formerly attributable to ExxonMobil’s working

interest share.

(i)

If ExxonMobil will assess or remediate the Interests or Property after Closing, the Assignment and

Bill of Sale or other recordable instrument will restate the rights and obligations of this section.

17.04. Disposal of Materials, Substances, and Wastes; Compliance with Law. Buyer will store, handle,

transport, and dispose of or discharge all materials, substances, and wastes from the Interests and Property

(including produced water, drilling ﬂuids, NORM, and other wastes), whether present before or after the

Eﬀective Time, in accordance with applicable local, state, and federal laws and regulations. Buyer will keep

records of the types, amounts, and location of materials, substances, and wastes that are stored, transported,

handled, discharged, released, or disposed of onsite and oﬀsite. When any lease terminates, an interest in

which has been assigned under this Agreement, Buyer will undertake additional testing, assessment, closure,

reporting, or remedial action with respect to the Interests or Property aﬀected by the termination as is

necessary to satisfy all local, state, or federal requirements in eﬀect at that time and necessary to restore the

Property or Interests.

ARTICLE 18. BUYER’S REPRESENTATIONS

18.1. Representations Not Exclusive. Buyer’s representations under this article are in addition to its other

representations under this Agreement and the Additional Instruments.

18.2. Securities Laws.

(a)

Buyer acknowledges that the solicitation of an oﬀer for and the sale of the Interests by ExxonMobil

has not been registered under any securities laws.

(b)

Buyer intends to acquire the Interests for its own beneﬁt and account and is not acquiring the

Interests with the intent of distributing fractional undivided interests in them or otherwise selling

them in a manner that would be subject to regulation by federal or state securities laws. If Buyer

sells, transfers, or otherwise disposes of the

-35-

ExxonMobil Purchase and Sale Agreement — page 36

Interests or fractional undivided interests in them in the future, it will do so in compliance with

applicable federal and state laws.

(c)

Buyer represents that at no time has it been presented with or solicited by or through any public

promotion or other form of advertising in connection with this transaction.

18.03. Basis of Buyer’s Decision. Buyer represents that:

(a)

It has reviewed and investigated the Interests and Property to its satisfaction in order to enter into

this Agreement.

(b)

It has evaluated the Interests and Property to its satisfaction and has made an informed decision, as

a prudent and knowledgeable purchaser, to acquire the Interests and Property.

(c)

It is knowledgeable and experienced in the evaluation, acquisition, and operation of oil and gas

properties.

(d)

It has evaluated the merits and risks of purchasing the Interests and has formed an opinion based

solely upon its knowledge and experience and not in reliance on any statements or actions by

ExxonMobil or its Associated Parties.

(e)

It will acquire the Interests and Property “as is, where is,” and with all faults.

18.04. Material Factor. Buyer acknowledges that its representations under this article, the rest of this

Agreement, and the Additional Instruments are a material inducement to ExxonMobil to enter into this

Agreement with, and close the sale to, Buyer.

ARTICLE 19. GAS IMBALANCES

19.01. ExxonMobil’s and Buyer’s Respective Obligations. For those Interests with cumulative gas-

production-imbalance accounts among working interest owners, Buyer acknowledges that the amounts are

derived from either Operator’s statements or ExxonMobil’s estimates based upon current production, prior

sales history, and contract information; were provided to Buyer before the Execution Date; and were taken

into consideration in Buyer’s calculation of the Base Purchase Price and the Allocations. After the Eﬀective

Time, all beneﬁts, obligations, and liabilities associated with these gas-production-imbalance accounts and

related agreements will accrue to and become Buyer’s responsibility. Buyer will assume ExxonMobil’s

overproduced or underproduced position as of the Eﬀective Time and subject to the other provisions of this

Agreement, unless the operating agreement, plan of unitization, or gas balancing agreement for an Interest

provides for the cash settlement of gas-production-imbalance accounts when the Interest is assigned, in which

event ExxonMobil reserves the gas-production-imbalance account and the right to the cash settlement.

Buyer represents that in calculating the Base Purchase Price and its Allocations, it has considered

ExxonMobil’s procedures for paying royalties and severance taxes with regard to each gas-production-

imbalance account.

-36-

ExxonMobil Purchase and Sale Agreement — page 37

19.02. Settlement.

(a)

If either (1) before Closing, or (2) on the later of ExxonMobil’s preparation of the ﬁnal settlement

statement or 150 days after Closing, either party determines that a Material Diﬀerence (as deﬁned

below) exists between the total of the gas-production-imbalance accounts represented in Exhibit F

and the total of the gas-production-imbalance accounts as of the Eﬀective Time, then the Base

Purchase Price will be adjusted if there is a Material Diﬀerence. The value of the diﬀerence will be

calculated by multiplying the volume diﬀerence by $2.50 per Mcf (thousand cubic feet). A Material

Diﬀerence exists if the absolute value of the diﬀerence exceeds $50,000.00.

(b)

Regardless of whether a Material Diﬀerence exists, if the diﬀerence between the represented and

actual gas-production imbalance account for an Interest exceeds $50,000.00, then ExxonMobil, at its

sole option, may withdraw that Interest from this Agreement and adjust the Base Purchase Price by

the Allocation for the Interest. The diﬀerence in the gas-production-imbalance account for the

withdrawn Interest will not be used to determine whether a Material Diﬀerence exists.

(c)

If a Material Diﬀerence identiﬁed before Closing exceeds 1% of the Base Purchase Price, then either

party may, upon written notice to the other, terminate this Agreement. Before terminating this

Agreement, however, ExxonMobil and Buyer will each make a good-faith eﬀort to negotiate a

settlement. If this Agreement is terminated under this section, ExxonMobil will refund the

performance deposit to Buyer.

ARTICLE 20. FINAL SETTLEMENT STATEMENT

ExxonMobil will prepare a ﬁnal settlement statement and submit it to Buyer within 150 days after the

Closing Date. The ﬁnal settlement statement will deduct royalties, operating expenses, taxes, overhead, and

other amounts due to ExxonMobil from amounts due to Buyer as provided in this Agreement, with adjustments

as necessary for items identiﬁed after Closing. ExxonMobil may set oﬀ any resulting amount due to Buyer

against amounts that Buyer may otherwise owe to ExxonMobil Production Company when the ﬁnal settlement

statement is prepared.

Buyer must respond in writing with objections and proposed corrections within sixty days of receiving the

ﬁnal settlement statement. If the parties cannot resolve their diﬀerences within ninety days of ExxonMobil’s

receipt of Buyer’s objections, then the alternate-dispute-resolution and arbitration procedures of this

Agreement will be triggered. If Buyer does not respond to the ﬁnal settlement statement by signing or

objecting in writing within the sixty-day period, the statement will be deemed approved by Buyer. After

approval of the ﬁnal settlement statement, ExxonMobil will send a check or invoice to Buyer for the net

amount. If payment is not made within thirty days of Buyer’s receiving the invoice, the amount due may, at

ExxonMobil’s option, bear interest at a rate of twelve percent per annum

-37-

ExxonMobil Purchase and Sale Agreement — page 38

or the maximum lawful rate, whichever is less, compounded daily from the date of Buyer’s receipt of the

invoice until paid. Inquiries regarding the ﬁnal settlement statement must be in writing, addressed to:

ExxonMobil Production Company

P.O. Box 2180

Houston, Texas 77252-2180

Attention: Planning Department, Asset Enhancement Manager

ARTICLE 21. BROKERS AND FINDER’S FEES

ExxonMobil and Buyer each represents and warrants to the other that it has incurred no liability, contingent

or otherwise, for broker’s or ﬁnder’s fees in connection with this Agreement or the transaction contemplated

by it for which the other party will have any responsibility.

ARTICLE 22. COMMUNICATIONS

Unless otherwise provided in this Agreement, communications (including notices) under this Agreement

that must be in writing and delivered by a speciﬁed date will be deemed to have been made when received at

the following addresses by registered or certiﬁed mail, postage prepaid, by facsimile transmission to the

number identiﬁed (with evidence of receipt), or by messenger:

ExxonMobil:

Buyer:

ExxonMobil Production Company

Resolute Aneth, LLC.

P.O. Box 2180

1675 Broadway, Suite 1950

Houston, Texas 77252-2180

Denver, CO 80202

800 Bell, Room 241-H EMB

Attention: Ms. Janet Pasque

Houston, Texas 77002

Fax No. 303-534-4600

Attention: Planning Department

Telephone No. 303-534-4600 x 140

Asset Enhancement

Manager

And

Fax No. 713-656-2807

Navajo Nation Oil and Gas Company

Telephone No.713-656-3305

P. O. Box 4439

Window Rock, AZ 86515

Attention: Mr. Wilson Groen

Fax No. 928-871-4862

Telephone No. 928-871-4880

ARTICLE 23. BUYER’S DEFAULT

If Buyer defaults under this Agreement in a material way, including Buyer’s failure to perform its

obligations to close this transaction, ExxonMobil may, at its sole option, terminate this Agreement and retain

the performance deposit, in addition to all of its other rights at law or in equity.

-38-

ExxonMobil Purchase and Sale Agreement — page 39

ARTICLE 24. HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS

ACT OF 1976

The parties have determined that the Hart-Scott-Rodino Antitrust Improvements Act of 1976 does not apply

to this transaction.

ARTICLE 25. EXXONMOBIL’S DISCLAIMER OF WARRANTIES AND

REPRESENTATIONS

XXON

OBIL

HAS

NOT

MADE

AND

WILL

NOT

MAKE

ANY

WARRANTY

REPRESENTATION

EXPRESS

IMPLIED

STATUTORY

WHATSOEVER

CONNECTION

WITH

THIS

GREEMENT

THE

TRANSACTION

CONTEMPLATED

INCLUDING

THE

ACCURACY

COMPLETENESS

DATA

INFORMATION

MATERIALS

FURNISHED

ANY

TIME

BUYER

CONNECTION

WITH

THE

NTERESTS

ROPERTY

THE

QUALITY

QUANTITY

HYDROCARBON

RESERVES

(

ANY

)

ATTRIBUTABLE

THE

NTERESTS

THE

ABILITY

THE

NTERESTS

PRODUCE

HYDROCARBONS

. N

ONE

XXON

OBIL

’

SSOCIATED

ARTIES

AUTHORIZED

MAKE

ANY

WARRANTY

REPRESENTATION

XXON

OBIL

’

BEHALF

. A

DATA

INFORMATION

AND

OTHER

MATERIALS

FURNISHED

XXON

OBIL

ARE

PROVIDED

UYER

CONVENIENCE

AND

RELIANCE

USE

THEM

UYER

’

SOLE

RISK

ARTICLE 26. MISCELLANEOUS

26.01. Entire Agreement. This Agreement and the Additional Instruments constitute the entire agreement

between the parties as to the transaction described in this Agreement. All previous negotiations and

communications between the parties as to these matters are merged into this Agreement and the Additional

Instruments.

26.02. Successors and Assigns; Amendment; Survival. This Agreement is binding on and inures to the

beneﬁt of the parties and their respective successors, heirs, representatives, and assigns and may be

supplemented, altered, amended, modiﬁed, or revoked only in writing signed by both parties. Neither the

assignment of this Agreement nor of the Interests or any part of them will relieve Buyer of its obligations

under this Agreement unless and to the extent ExxonMobil consents in writing to release Buyer, which consent

may be withheld for any reason.

All provisions of this Agreement and the Additional Instruments that cannot be performed before Closing or

the earlier termination of this Agreement and all representations, promises, releases, and indemnities under

this Agreement and the Additional Instruments will survive Closing or the earlier termination of this

Agreement.

26.03. Choice of Law. This Agreement and its performance will be construed in accordance with, and

enforced under, the internal laws of the State of Texas, without regard to choice of law rules of any

jurisdiction, including Texas.

-39-

ExxonMobil Purchase and Sale Agreement — page 40

26.04. Assignment. Neither this Agreement nor the rights and obligations under it may be assigned or

delegated by Buyer without ExxonMobil’s prior written consent, which consent may be withheld for any

reason, and an attempted assignment or delegation is void.

26.05. No Admissions. Neither this Agreement, nor any part of it, nor any performance under this

Agreement, nor any payment of any amount under this Agreement will constitute or may be construed as a

ﬁnding, evidence of, or an admission or acknowledgment of any liability, fault, past or present wrongdoing, or

violation of law, rule, regulation, or policy, by either ExxonMobil or Buyer or their respective Associated

Parties.

26.06. No Third-Party Beneﬁciaries. There are no third-party beneﬁciaries of this Agreement.

26.07. Public Communications. Unless provided otherwise in this Agreement, Buyer will not make any press

release or public communication concerning this transaction without ExxonMobil’s prior written consent,

which consent may be withheld. Furthermore, except as required by applicable law, rule or stock exchange

regulation, Buyer will not make any public comment, statement, or communication with respect to

ExxonMobil’s operation, exploration or development of the Interests without the prior written consent of

ExxonMobil, which consent may be withheld for any reason.

If Buyer is required by laws, rules, securities regulations or as a condition of ﬁnancing to make any such

disclosure, it will provide written notice to ExxonMobil at least (3) days (excluding weekends and holidays)

prior to said disclosure, specifying the content of the proposed disclosure, the reasons that such disclosure is

required, and the time and place that the disclosure will be made. In any such disclosures, the Buyer will

refrain from making any public comment, statement, or communication with respect to ExxonMobil’s

operation, exploration or development of the Interests.

26.08. Headings and Titles. The headings and titles in this Agreement are for guidance and convenience of

reference only and do not limit or otherwise aﬀect or interpret the terms or provisions of this Agreement.

26.09. Exhibits. All exhibits referenced in and attached to this Agreement are incorporated into it.

26.10. Includes. The word “includes” and its syntactical variants mean “includes, but is not limited to” and

corresponding syntactical variants. The rule

ejusdem generis

may not be invoked to restrict or limit the scope

of the general term or phrase followed or preceded by an enumeration of particular examples.

26.11. Severability. The provisions of this Agreement are severable at ExxonMobil’s option. If a court of

competent jurisdiction ﬁnds any part of this Agreement to be void, invalid, or otherwise unenforceable, then

ExxonMobil may decide whether to enforce this Agreement without the void, invalid, or unenforceable parts or

to terminate this Agreement.

26.12. Counterparts. This Agreement may be executed in multiple counterparts, all of which together will

be considered one instrument.

-40-

ExxonMobil Purchase and Sale Agreement — page 41

26.13. Conﬂicts. If the text of this Agreement conﬂicts with the terms of any exhibit to this Agreement, then

the text of this Agreement will control.

26.14. Not to Be Construed against the Drafter. Buyer acknowledges that it has read this Agreement, has

had opportunity to review it with an attorney of its choice, and has agreed to all of its terms. Under these

circumstances, the parties agree that the rule of construction that a contract be construed against the drafter

may not be applied in interpreting this Agreement.

26.15. No Waiver. No waiver by either party of any part of this Agreement will be deemed to be a waiver of

any other part of this Agreement or a waiver of strict performance of the waived part in the future.

26.16.

ONSPICUOUSNESS

UYER

ACKNOWLEDGES

THAT

THE

PROVISIONS

THIS

GREEMENT

THAT

ARE

PRINTED

THE

SAME

MANNER

THIS

SECTION

ARE

CONSPICUOUS

26.17. Execution by the Parties. Neither the submission of this instrument or any information concerning

the Interests for Buyer’s examination, nor discussions or negotiations between the parties constitutes an oﬀer

to sell, a reservation of, or an option for the Interests or Property, and this instrument and the underlying

transaction will become enforceable and binding between the parties only upon execution and delivery of this

instrument by both ExxonMobil and Buyer.

The parties have executed this Agreement on the date below their signatures, to be enforceable and

binding as of the Execution Date.

RESOLUTE ANETH, LLC. BY ITS

MANAGER RESOLUTE NATURAL

RESOURCES COMPANY

EXXON MOBIL CORPORATION

By:

/s/ Nicholas J. Sutton

By:

/s/ Hobert E. Plunkett

Name: Nicholas J. Sutton

Name: Hobert E. Plunkett

Title:

CEO

Title:

Agent and Attorney-in-Fact

Date: 3-1-06

Date: March 7, 2006

-41-

ExxonMobil Purchase and Sale Agreement — page 42

NAVAJO NATION OIL AND GAS

COMPANY

EXXON MOBIL CORPORATION

By:

/s/ Wilson Groen

By:

/s/ M. R. Ward

Name: Wilson Groen

Name: M. R. Ward

Title:

President & CEO

Title:

Attorney-in-Fact

Date: 03/01/06

Date: 07 MAR 06

EXXONMOBIL OIL CORPORATION

By:

/s/ Hobert E. Plunkett

Name: Hobert E. Plunkett

Title:

Attorney-in-Fact

Date: March 7, 2006

EXXONMOBIL OIL CORPORATION

By:

/s/ M. R. Ward

Name: M. R. Ward

Title:

Attorney-in-Fact

Date: 07 MAR 06

MOBIL PRODUCING TEXAS & NEW

MEXICO INC.

By:

/s/ Hobert E. Plunkett

Name: Hobert E. Plunkett

Title:

Attorney-in-Fact

Date: March 7, 2006

-42-

ExxonMobil Purchase and Sale Agreement — page 43

MOBIL PRODUCING TEXAS & NEW MEXICO

INC.

By:

/s/ M. R. Ward

Name: M. R. Ward

Title:

Attorney-in-Fact

Date: 07 MAR 06

MOBIL EXPLORATION AND PRODUCING

NORTH AMERICA INC.

By:

/s/ Hobert E. Plunkett

Name: Hobert E. Plunkett

Title:

Attorney-in-Fact

Date: March 7, 2006

MOBIL EXPLORATION AND PRODUCING

NORTH AMERICA INC.

By:

/s/ M. R. Ward

Name: M. R. Ward

Title:

Attorney-in-Fact

Date: 07 MAR 06

MOBIL EXPLORATION & PRODUCING U. S.

INC.

By:

/s/ R. M. Kruger

Name: R. M. Kruger

Title:

President

Date: 13 MAR 06

-43-

ExxonMobil Purchase and Sale Agreement — page 44

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on March 7, 2006 by Hobert E. Plunkett and M. R. Ward,

Attorneys-in-Fact of Exxon Mobil Corporation, a New Jersey corporation, on behalf of said corporation.

(SEAL)

/s/ Christina M. Davis

Notary Public, State of Texas

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on March 7, 2006 by Hobert E. Plunkett and M. R. Ward,

Attorneys-in-Fact of ExxonMobil Oil Corporation a New York corporation, on behalf of said corporation.

(SEAL)

/s/ Christina M. Davis

Notary Public, State of Texas

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on March 7, 2006 by Hobert E. Plunkett and M. R. Ward,

Attorneys-in-Fact of Mobil Producing Texas & New Mexico Inc., a Delaware corporation, on behalf of said

corporation.

(SEAL)

/s/ Christina M. Davis

Notary Public, State of Texas

-44-

ExxonMobil Purchase and Sale Agreement — page 45

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on March 7, 2006 by Hobert E. Plunkett and M. R. Ward,

Attorneys-in-Fact of Mobil Exploration and Producing North America Inc., a Nevada corporation, on behalf of

said corporation.

(SEAL)

/s/ Christina M. Davis

Notary Public, State of Texas

STATE OF COLORADO

CITY AND COUNTY OF DENVER

This instrument was acknowledged before me on March 1, 2006 by Nicholas J. Sutton, CEO of Resolute

Natural Resources Company as Manager of Resolute Aneth, LLC , a Delaware limited liability company, on

behalf of said company.

(STAMP)

/s/ Joan E. Zak

Notary Public, State of Colorado

My commission expires: 2/8/08

-45-

ExxonMobil Purchase and Sale Agreement — page 46

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on March 13, 2006 by R. M. Kruger, President of Mobil

Exploration & Producing U.S. Inc., a Delaware corporation, on behalf of said corporation.

(SEAL)

/s/ Yolanda Vela

Notary Public, State of Texas

-45b-

ExxonMobil Purchase and Sale Agreement — page 47

STATE OF ARIZONA

COUNTY OF APACHE

This instrument was acknowledged before me on March 1, 2006 by Wilson Groen, President and CEO of

Navajo Nation Oil and Gas Company, a Federal corporation, on behalf of said corporation.

(SEAL)

/s/ Carmelita James

Notary Public, State of arizona

-46-

ExxonMobil Purchase and Sale Agreement — page 48

OMITTED SCHEDULES

The portions identiﬁed below in the following schedules have been omitted from the Purchase and Sale

Agreement ﬁled as Exhibit 2.1 to this Registration Statement on Form S-1 (File No. 333- ):

•

Exhibit A — Description of the Interests

•

Exhibit B — Easements, permits, etc.; Agreements, Amendments, Contracts, etc.

•

Exhibit C — Form of Assignment and Bill of Sale

•

Exhibit D — Property Sales Accounting Agreement

•

Exhibit E — Alternate Dispute Resolution and Arbitration

•

Exhibit F — Gas-Production-Imbalance Accounts

•

Exhibit G — Environmental Assessment and Testing Conﬁdentiality, Release and Indemniﬁcation

Agreement

•

Exhibit H — Excluded Items

•

Exhibit I — Consent Decree (Water)

•

Exhibit J — Consent Decree (Air)

•

Exhibit K — Order for Removal Mitigation or Prevention of a Substantial Threat of Oil Discharge

•

Exhibit L — Sales Allocations

•

Exhibit M — Transition Services Agreement

Resolute Energy Partners, LP agrees to furnish supplementally a copy of any omitted schedule to the

Securities and Exchange Commission upon request.

ExxonMobil Purchase and Sale Agreement

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