ASSET PURCHASE AND SALE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AND SALE AGREEMENT

Appalachia Region

between

Linn Energy Holdings, LLC

Linn Operating, Inc.

Penn West Pipeline, LLC

as “Sellers”

and

XTO Energy Inc.
as “Buyer”

Dated as of April 13, 2008

TABLE OF CONTENTS

ii

iii

iv

ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT dated April 13, 2008, is made by and between Linn Energy Holdings, LLC, a Delaware limited liability company (“ LEH ”), Linn Operating, Inc., a Delaware corporation (“ LOI ”), and Penn West Pipeline, LLC, a Delaware limited liability company (“ PWP ”), (collectively “ Sellers ”), and XTO Energy Inc., a Delaware corporation (“ Buyer ”).

RECITALS:

A.                                     Sellers desire to sell, assign and convey to Buyer, and Buyer desires to purchase and accept from Sellers, certain oil and gas properties and related assets located in the Appalachia Region.

B.                                     Sellers and Buyer deem it in their mutual best interests to execute and deliver this Agreement.

NOW, THEREFORE , in consideration of the foregoing Recitals and the mutual covenants and agreements contained herein, Sellers and Buyer do hereby agree as follows:

AGREEMENT:

A RTICLE I
Properties To Be Sold and Purchased

Section 1.1.                                 Assets Included .  Subject to Section 1.2 , Sellers agree to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests:

(a)                                   All right, title and interest of Sellers in and to the Leases described on Exhibit A-1 attached hereto and made a part hereof for all purposes (and any ratifications and/or amendments to such Leases, whether or not such ratifications or amendments are described on such Exhibit A-1);

(b)                                  Without limitation of the foregoing but subject to Section 1.2 , all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Sellers in and to the oil, gas, and other minerals in and under or that may be produced from the lands described in Exhibits A-1, A-2, and A-3 hereto or described in any of the Leases described on such Exhibit A (including interests in Leases, overriding royalties, production payments and net profits interests in such lands or such Leases, and fee mineral interests, fee royalty interests, and other interests in so far as they cover such lands), even though Sellers’ interest therein may be incorrectly described in, or omitted from, such Exhibits A-1, A-2, and A-3 ;

(c)                                   All rights, titles and interests of Sellers in and to, or otherwise derived from, all presently existing and valid oil, gas, or mineral unitization, pooling, or communitization agreements, declarations, and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any

federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a)  and (b)  above;

(d)                                  All rights, titles, and interests of Sellers in and to the Material Contracts and all presently existing and valid production sales (and sales related) contracts, operating agreements, and other agreements and contracts which relate to any of the properties described in paragraphs (a) , (b)  and (c)  above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);

(e)                                   All rights, titles, and interests of Sellers in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all wells, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights-of-way, surface leases and other surface rights, all Permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a) , (b)  and (c)  above, or the treatment, storage, transportation, or marketing of production therefrom (or allocated thereto);

(f)                                     Subject to any third party rights, all of Sellers’ lease files, title opinions, production records, well files, accounting records (but not including general financial and accounting records attributable to Sellers or Sellers’ business), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “ Records ”); provided, however that Sellers may retain copies of any or all of the Records;

(g)                                  The lease for the office premises used by Sellers located at “650 Washington Road, Pittsburgh, PA” and the field offices and premises described on Exhibit A-4 and all furniture, fixtures, and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property directly associated with the Properties;

(h)                                  The vehicles described on Exhibit A-5 ; and

(i)                                      All of the right, title and interest of Linn Energy, LLC, a Delaware limited liability company (“ LEL ”), in Big Creek Pipeline Limited Liability Company, a West Virginia limited liability company (“ BC ”).

As used herein:  (i) “ Oil and Gas Properties ” means the properties and interests described in paragraphs (a) , (b)  and (c)  above, save and except for any such properties or assets that are Excluded Assets; and (ii) “ Properties ” means the Oil and Gas Properties plus the properties and interests described in paragraphs (d) , (e) , (f), (g), (h)  and (i)  above, save and except for any such properties or assets that are Excluded Assets.

2

Section 1.2.                                 Assets Excluded .  Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Sellers all other assets, properties, and business of Sellers, including the following:

(a)                                   Any accounts receivable or accounts payable accruing before the Effective Date;

(b)                                  All of Sellers’ right, title, and interest in any oil, gas, or mineral Leases, overriding royalties, production payments, net profits interests, fee mineral interests, fee royalty interests and other interests in oil, gas, and other minerals not expressly included in the definition of Oil and Gas Properties and all oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all Hydrocarbons that, at the Effective Date, are owned by Sellers and are in storage or within processing plants;

(c)                                   Any rebate or refund of costs, Taxes, or expenses borne by Sellers or Sellers’ predecessors in title attributable to periods prior to the Effective Date;

(d)                                  Any and all proceeds from the settlements of contract disputes with purchasers of Hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date;

(e)                                   Any and all proceeds from settlements with regard to reclassification of oil or gas produced from the Properties, insofar as said proceeds are attributable to periods of time prior to the Effective Date;

(f)                                     All contracts of insurance or indemnity;

(g)                                  All claims (including insurance claims) and causes of action of Sellers against one or more third parties arising from acts, omission, or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date;

(h)                                  All limited liability company, financial, tax, and legal (other than title) books and records of Sellers;

(i)                                      Any geological, geophysical or seismic data, materials, or information, including maps, interpretations, records, or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials, or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement, or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials, or information is transferable upon payment of a fee or other consideration, and if Buyer has paid such fee or other consideration prior to the Closing Date, then such data, materials, or information shall be transferred to Buyer;

3

(j)                                      The field office located at Jane Lew, West Virginia, described on Exhibit B and all furniture, fixtures and equipment located thereat, including computers, telephone equipment and other similar items of tangible personal property;

(k)                                   All share drive and accounting servers related to the Properties regardless of where such servers are located;

(l)                                      All of Sellers’ accounting or other administrative systems, computer software, patents, trade secrets, copyrights, names, trademarks, logos, and other intellectual property;

(m)                                All documents and instruments of Sellers that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties and all documents and instruments related to any matters in Sellers Disclosure Schedule);

(n)                                  All of the other properties, interests and assets described on Exhibit B , together with any rights, liabilities, or obligations associated with such assets;

(o)                                  The Existing Hedges and all hedging transactions and any gains or losses attributable to any hedging activities, whether occurring before or after the Effective Date;

(p)                                  Any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Date;

(q)                                  All bonds, letters of credit and guarantees if any, posted by Sellers or any Affiliate with any Governmental Authority or third person and relating to the Properties;

(r)                                     All (i) correspondence or other documents or instruments of Sellers relating to the transactions contemplated hereby, (ii) lists of other prospective purchasers of Sellers or the Properties compiled by Sellers, (iii) bids submitted to Sellers by other prospective purchasers of Sellers or the Properties, (iv) analyses by Sellers or any Affiliates thereof submitted by other prospective purchasers of Sellers or the Properties, and (v) correspondence between or among Sellers or their Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of Sellers or the Properties; and

(s)                                   All assets associated with Sellers’ Affiliates, Mid Atlantic Well Service, Inc., Marathon 85-II Limited Partnership, a West Virginia limited partnership, and Marathon 85-III Limited Partnership, a West Virginia limited partnership] and their respective operations including those specifically described on Exhibit-B.

The properties and interests specified in the foregoing paragraphs (a)  through (s)  of this Section 1.2 are herein collectively called the “ Excluded Assets ”.  It is understood that certain of the Excluded Assets may not be embraced by the term “Properties”.  The fact that certain assets have been expressly excluded is not intended to suggest that had they not been excluded they would have constituted Properties and may not be used to interpret the meaning of any word or phrase used in describing the Properties.

4

ARTICLE II
Purchase Price

Section 2.1.                                 Purchase Price .  In consideration of the sale of the Properties by Sellers to Buyer, Buyer shall pay to Sellers cash in the amount of FIVE HUNDRED NINETY-NINE MILLION SEVEN HUNDRED THOUSAND AND NO\100 DOLLARS ($599,700.00) (the “ Purchase Price ”). The Purchase Price, as adjusted pursuant to this Article II and the other applicable provisions hereof, is herein called the “ Adjusted Purchase Price ”.

Section 2.2.                                 Accounting Adjustments .

(a)                                   Subject to Section 2.2(b) , and in addition to other adjustments to the Purchase Price provided for in this Agreement, appropriate adjustments shall be made between Buyer and Sellers so that:

(i)                                      all expenses (including all drilling costs, all capital expenditures, and all overhead administrative charges under applicable operating agreements, and all other operating costs actually charged by third parties) for work done in the operation of the Properties on or after the Effective Date will be borne by Buyer, and all proceeds (net of applicable gathering, transportation charges as well as production, severance, and similar Taxes) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties on or after the Effective Date will be received by Buyer, and

(ii)                                   all expenses for work done in the operation of the Properties before the Effective Date will be borne by Sellers and all proceeds (net of applicable production, severance, and similar Taxes) from the sale of oil, gas, or other minerals produced therefrom before the Effective Date will be received by Sellers.

(b)                                  It is agreed that, in making the adjustments contemplated by Section 2.2(a) :

(i)                                      Oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks, but without taking into account tank bottom sediment and water,  located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date (it is recognized that such tanks were not gauged on the Effective Date for the purposes of this Agreement and that determination of the volume of such oil in storage will be based on the best available data, which may include estimates),

(ii)                                   ad valorem Taxes assessed with respect to a period which begins before and ends on or after the Effective Date shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date), and

(iii)                                no consideration shall be given to the local, state, or federal income tax liabilities of any party.

5

Section 2.3.                                 Closing and Post-Closing Accounting Settlements .

(a)                                   No later than three (3) business days prior to the Closing Date, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2 .   If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Sellers, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Sellers, at Closing (in addition to amounts otherwise then owed), the amount of such excess.

(b)                                  On or before 120 days after Closing, Buyer and Sellers shall review any additional information which may then be available pertaining to the adjustments provided for in Section 2.2 , shall determine if any additional adjustments (whether the same be made to account for expenses or revenues not considered in making the adjustments made at Closing, or to correct errors made in such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Sellers to Buyer or from Buyer to Sellers.   Following such additional adjustments, no further adjustments to the Purchase Price shall be made under this Section 2.3 .

(c)                                   If a dispute arises under Section 2.3(b)  with respect to any additional adjustments (an “ Accounting Dispute ”) that the parties have been unable to resolve prior to the end of the 120 day period in Section 2.3(b)  above, then, at the written request of either Sellers or Buyer (the “ Request Date ”), each of Sellers and Buyer shall nominate and commit one of their senior officers to meet at a mutually agreed time and place not later than ten days after the Request Date to attempt to resolve same.  If such senior officers have been unable to resolve such Accounting Dispute within a period of 30 days after the Request Date, any party shall have the right, by written notice to the other specifying in reasonable detail the basis for the Accounting Dispute, to resolve the Accounting Dispute by submission thereof to a independent public accounting firm mutually agreeable to the Parties, which firm shall serve as sole arbitrator (the “ Accounting Referee ”).  The scope of the Accounting Referee’s engagement shall be limited to the resolution of the items described in the notice of the Accounting Dispute given in accordance with the foregoing and the corresponding calculation of the adjustments pursuant to Section 2.2 .  The Accounting Referee shall be instructed by the parties to resolve the Accounting Dispute as soon as reasonably practicable in light of the circumstances but in no event in excess of 15 days following the submission of the Accounting Dispute to the Accounting Referee.  The decision and award of the Accounting Referee shall be binding upon the parties as an award under the Federal Arbitration Act and final and nonappealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court.  The fees and expenses of the Accounting Referee shall be borne equally by Sellers and Buyer.

Section 2.4.                                 Payment of Adjusted Purchase Price .  The Adjusted Purchase Price shall be paid to Sellers as follows:

(a)                                   Within one Business Day after the execution and delivery of this Agreement, Buyer shall tender to Sellers cash equal to ten percent (10%) of the Purchase Price FIFTY-NINE MILLION NINE HUNDRED SEVEN THOUSAND AND NO\100 DOLLARS ($59,970,000.00) as a deposit (such amount, together with all interest earned thereon, the

6

“ Deposit ”).  The Deposit shall (i) be applied against the Adjusted Purchase Price owing by Buyer at the Closing pursuant to Section 2.4(b) , (ii) retained by Sellers pursuant to Section 10.2 or (iii) returned to Buyer pursuant to Section 10.2 , as applicable.

(b)                                  At the Closing, Buyer shall pay to Sellers cash equal to the Adjusted Purchase Price less the Deposit.

(c)                                   All cash payments by Buyer pursuant to this Section 2.4 shall be made in immediately available funds by confirmed wire transfer to a bank account or accounts designated by Sellers, as applicable.

Section 2.5.                                 Allocation of Purchase Price .  (a) On or before the fifth Business Day following execution and delivery of this Agreement by Sellers and Buyer, Buyer, using its reasonable business judgment, shall allocate the Purchase Price among the Oil and Gas Properties on Exhibit C and shall furnish the completed Exhibit C to Sellers, whereupon both parties shall attach the completed Exhibit C to this Agreement with the same effect as if the completed Exhibit C was attached to and made part of this Agreement at signing.  (b) On or before the Closing Date, the Buyer and Sellers shall agree in writing as to the allocation of the Adjusted Purchase Price among the Properties under the methodology required by Section 1060 of the Code.  Such agreed allocation shall be set forth on Schedule 2.5 attached hereto.  The Buyer and Sellers shall report the transactions contemplated hereby on all Tax Returns, including, but not limited to Form 8594, in a manner consistent with such allocation.  If, contrary to the intent of the parties hereto as expressed in this Section 2.5 , any taxing authority makes or proposes an allocation different from the allocation determined under this Section 2.5 , Buyer and Sellers shall cooperate with each other in good faith to contest such taxing authority’s allocation (or proposed allocation), provided, however, that, after consultation with the party adversely affected by such allocation (or proposed allocation), the other party hereto may file such protective claims or Tax Returns as may be reasonably required to protect its interests.

ARTICLE III
The Closing

The closing of the transactions contemplated hereby (the “ Closing ”) shall take place (i) at the offices of Sellers at 600 Travis Street, Suite 5100, Houston, Texas 77002, at 10:00 a.m. (local Houston, Texas time) on July 1, 2008 , or (ii) at such other time or place or on such other date as the parties hereto shall agree.  The date on which the Closing is required to take place is herein referred to as the “ Closing Date ”.  All Closing transactions shall be deemed to have occurred simultaneously.

ARTICLE IV
Representations and Warranties of Sellers

Except as provided in Sellers Disclosure Schedule, LEH hereby represents and warrants to Buyer as follows:

Section 4.1.                                 Organization and Existence .  Each Seller is a limited liability company or corporation duly formed and validly existing under the laws of the State of Delaware.

7

Section 4.2.                                 Power and Authority .  Each Seller has all requisite corporate or limited liability company power and authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by Sellers in connection with the transactions contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby.  The execution, delivery, and performance by Sellers of this Agreement and each other agreement, instrument, or document executed or to be executed by Sellers in connection with the transactions contemplated hereby to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action of Sellers.

Section 4.3.                                 Valid and Binding Agreement .  This Agreement has been duly executed and delivered by Sellers and constitutes, and each other agreement, instrument, or document executed or to be executed by Sellers in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Sellers and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Sellers, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

Section 4.4.                                 Non-Contravention .  Other than requirements (if any) that there be obtained consents to assignment (or waivers of preferential rights to purchase) from third parties, neither the execution, delivery, and performance by Sellers of this Agreement and each other agreement, instrument, or document executed or to Sellers’ Knowledge to be executed by Sellers in connection with the transactions contemplated hereby to which it is a party nor the consummation by it of the transactions contemplated hereby and thereby do and will (a) conflict with or result in a violation of Sellers’ Governing Documents, (b) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage or indenture, or any material lease, contract, agreement, or other instrument or obligation to which Sellers are a party or by which Sellers or any of their properties may be bound, (c) result in the creation or imposition of any lien or other encumbrance upon the properties of Sellers, or (d) violate any Applicable Law binding upon Sellers, except, in the instance of clause (b)  or clause (c)  above, for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not, individually or in the aggregate, have a Material Adverse Effect.

Section 4.5.                                 Approvals .  Other than requirements (if any) that there be obtained consents to assignment (or waivers of preferential rights to purchase) from third parties and except for approvals required to be obtained from Governmental Entities who are lessors under leases forming a part of the Oil and Gas Properties (or who administer such leases on behalf of such lessors) which are obtained post-closing, no consent, approval, order, or authorization of, or declaration, filing, or registration with, any court or governmental agency or of any third party is required to be obtained or made by Sellers in connection with the execution, delivery, or performance by Sellers of this Agreement, each other agreement, instrument, or document

8

executed or to be executed by Sellers in connection with the transactions contemplated hereby to which they are a party or the consummation by them of the transactions contemplated hereby and thereby, except for such consents, approvals, orders, authorizations, declarations, filings, or registrations which, if not obtained or made (as applicable), would not, individually or in the aggregate, have a Material Adverse Effect.

Section 4.6.                                 Litigation .  Except as listed on Section 4.6 of the Sellers Disclosure Schedule, there are no Proceedings pending or, to Sellers’ Knowledge, threatened, against or affecting Sellers or the Properties (including any actions challenging or pertaining to Sellers’ title to any of the Properties), or affecting the execution and delivery of this Agreement by Sellers or the consummation of the transactions contemplated hereby by Sellers.

Section 4.7.                                 Contracts .  Schedule 4.7 lists all Material Contracts.  To Sellers’ Knowledge, none of the Sellers is in default under any Material Contract except as disclosed on Schedule 4.7 and except such defaults as would not, individually or in the aggregate, have a Material Adverse Effect.  To Sellers’ Knowledge, all Material Contracts are in full force and effect.  Except as disclosed on Schedule 4.7, there are no futures, options, swaps or other derivatives with respect to the sale of production that will be binding on Sellers or the Properties after Closing.  Except as disclosed on Schedule 4.7, as of the date identified on such Schedule, there were no contracts for the purchase, sale or exchange of oil, gas or other hydrocarbons produced from or attributable to the Properties that will be binding on the Buyer, the Sellers or the Properties after Closing that Buyer will not be entitled to terminate at will (without penalty)  on ninety (90) days notice or less.  No notice of default or breach has been received or delivered by any Seller under any Material Contract, the resolution of which is currently outstanding, and no currently effective notices have been received by any Seller of the exercise of any premature termination, price redetermination, market-out or curtailment of any Material Contract.

Section 4.8.                                 Commitments, Abandonments or Proposals .  Sellers will not incur any expenses, and will not make any commitments to make expenditures in connection with the ownership or operation of the Properties after the Effective Date, other than expenses incurred in the normal operation of existing wells on the Oil and Gas Properties; Sellers will not abandon any wells (or removed any material items of equipment, except those replaced by items of materially equal suitability and value) on the Oil and Gas Properties on or after the Effective Date except for those done in the ordinary course of Sellers’ business or unless required by Applicable Law; and no proposals are currently outstanding by Sellers or other working interest owners to drill additional wells, or to deepen, plug back, sidetrack or rework existing wells, or to conduct other operations for which consent is required under the applicable operating agreement, or to conduct any other operations other than normal operation of existing wells on the Oil and Gas Properties.

Section 4.9.                                 Production Sales Contracts .  There exist no agreements or arrangements for the sale of Hydrocarbons from the Oil and Gas Properties (including calls on, or other rights to purchase, production, whether or not the same are currently being exercised) other than (a) production sales contracts (in this Section, the “ Scheduled Production Sales Contracts ”) disclosed in Section 4.9 of the Sellers Disclosure Schedule or (b) agreements or arrangements which are cancelable on 90 days notice or less without penalty or detriment.

9

Section 4.10.                          Plugging and Abandonment .  To Seller’s Knowledge, except for wells listed in Section 4.10 of the Sellers Disclosure Schedule, there are no dry holes, or shut in or otherwise inactive wells, located on the Oil and Gas Properties or on lands pooled or unitized therewith, except for wells that have been plugged and abandoned.

Section 4.11.                          Permits .  Sellers have all Permits necessary or appropriate to own and where Seller operates, operate the Properties as presently being owned and operated, except for such Permits the absence of which would not be reasonably expected to have a Material Adverse Effect, and to Sellers’ Knowledge, such Permits are in full force and effect.  Except as set forth in Section 4.11 of the Sellers Disclosure Schedule, Sellers have not received written notice of any violations in respect of any Permits and to Sellers’ Knowledge, there are no violations in respect of any Permit and no one has communicated to Sellers that there are any violations in respect of any Permit, except for such violations which would not reasonably be expected to have a Material Adverse Effect.

Section 4.12.                          Payment of Expenses .  All expenses (including all bills for labor, materials, and supplies used or furnished for use in connection with the Properties, and all severance, production, ad valorem, and other similar Taxes) relating to the ownership or operation by Sellers of the Properties, have been, and are being, paid (timely, and before the same become delinquent) by Sellers, except such expenses and Taxes as are disputed in good faith by Sellers and for which an adequate accounting reserve has been established by Sellers.  Sellers are not delinquent with respect to their obligations to bear costs and expenses relating to the development and operation of the Oil and Gas Properties.

Section 4.13.                          Compliance with Laws .  To Sellers’ Knowledge, the ownership and operation of the Properties operated by Sellers have been in compliance with all Applicable Laws.  Notwithstanding the foregoing, this Section 4.13 does not relate to environmental matters (including compliance with Environmental Laws or matters that would constitute Environmental Defects), it being agreed that such matters are covered by and dealt with in Article VIII exclusively.

Section 4.14.                          Imbalances; Prepayments .  Section 4.14 of the Sellers Disclosure Schedule sets forth all Imbalances as of the date set forth in such Section with respect to the Oil and Gas Properties.  Sellers are not obligated by virtue of a take or pay payment, advance payment or other similar payment (other than royalties, overriding royalties and similar arrangements reflected in Exhibit C ), to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Oil and Gas Properties at some future time without receiving payment therefor at or after the time of delivery.

Section 4.15.                          Intellectual Property .  To Sellers’ Knowledge, Sellers own or have valid licenses or other rights to use all patents, copyrights, trademarks, software, databases, geological data, geophysical data, engineering data, maps, interpretations, and other technical information used by Sellers in connection with their ownership and operation of the Properties as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons.

10

Section 4.16.                          Taxes .

(a)                                   Except as set forth in Section 4.16 of the Sellers Disclosure Schedule, all ad valorem and severance Taxes due and payable for the Properties have been timely paid in accordance with Applicable Laws and are not delinquent, or if not paid, are being contested in good faith by one or more of the Sellers.

(b)                                  With respect to all Taxes related to the Properties, (i) all material Tax Returns relating to the Properties required to be filed on or before the Effective Date by Sellers with respect to any Taxes for any period ending on or before the Effective Date have been timely filed with the appropriate Governmental Entity, (ii) to Sellers Knowledge such Tax Returns are true and correct in all respects, and (iii) all Taxes reported on such Tax Returns have been paid or provided for, except those being contested in good faith.

(c)                                   With respect to all Taxes related to the Properties (i) there are not currently in effect any extension or waiver by Sellers of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax related to the Properties, and (ii) there are no administrative Proceedings or lawsuits pending against the Properties or Sellers with respect to the Properties by any taxing authority.

(d)                                  None of the Properties were bound as of the Effective Date or will be bound at Closing by any tax partnership agreement binding upon Sellers that would preclude Sellers form being entitled to dispose of the property.

Section 4.17.                          Fees and Commissions .  Buyer will have no responsibility for payment of any broker’s, finder’s, financial advisors’ or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon any arrangements made by or on behalf of Sellers.

Section 4.18.                          Disclaimer of Warranties .  Other than those expressly set out in this Article IV , and the special warranty of title included in the Assignment, Sellers hereby expressly disclaim any and all representations or warranties with respect to the Properties or the transactions contemplated hereby.  In addition, each Seller’s liability under the special warranty of title shall be limited to those Properties specifically sold or conveyed by that Seller.  Buyer agrees that the Properties are being sold by each Seller “where is” and “as is”, with all faults.  Specifically as a part of (but not in limitation of) the foregoing, Buyer acknowledges that Sellers have not made, and Sellers hereby expressly disclaim, any representation or warranty (express, implied, under common law, by statute or otherwise) as to the title or condition of the Properties (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS) .  OTHER THAN THOSE EXPRESSLY SET OUT IN THIS ARTICLE IV , SELLERS MAKE NO REPRESENTATION OR WARRANTY AS TO (I) THE AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES (IF ANY) IN, UNDER, OR ATTRIBUTABLE TO THE PROPERTIES, (II) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, BOTH SURFACE AND SUBSURFACE, INCLUDING MATTERS RELATED TO THE PRESENCE, RELEASE OR DISPOSAL

11

OF HAZARDOUS MATERIALS, SOLID WASTES, ASBESTOS OR NATURALLY OCCURRING RADIOACTIVE MATERIALS ( “ NORM ” ), OR (III) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE PROPERTIES OR ANY VALUE THEREOF.  SELLERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY, OR IMPLIED, AS TO (A) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE PROPERTIES OR OTHERWISE CONSTITUTING A PORTION OF THE PROPERTIES; (B) THE PRESENCE, QUALITY, AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES; (C) THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING PRODUCTION RATES, DECLINE RATES, AND RECOMPLETION OPPORTUNITIES; (D) IMBALANCE OR PAYOUT ACCOUNT INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS, (E) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTIES, (F) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, (G) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR, (H) ANY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO BUYER BY SELLERS OR OTHERWISE CONSTITUTING A PORTION OF THE PROPERTIES, OR (I) ANY PORTION OF THE PROPERTIES OTHER THAN THE PORTIONS OF THE PROPERTIES BEING SOLD OR CONVEYED BY THAT PARTICULAR SELLER.  ANY DATA, INFORMATION, OR OTHER RECORDS FURNISHED BY SELLERS ARE PROVIDED TO BUYER AS A CONVENIENCE AND BUYER’S RELIANCE ON OR USE OF THE SAME IS AT BUYER’S SOLE RISK.

Section 4.19.                          Disclosures .  The matters set forth on the Sellers Disclosure Schedule are not necessarily matters that Sellers are required to disclose or matter that would constitute a breach of any representation or warranty had such matters not been disclosed.  ARTICLE V Representations and Warranties of Buyer

Section 4.20.                          Organization and Existence .  Buyer is a corporation, duly organized, legally existing and in good standing under the laws of the State of Delaware, and is qualified to do business and in good standing in each of the states in which Oil and Gas Properties are located where the laws of such state would require a corporation owning the Oil and Gas Properties located in such state to so qualify.  Buyer is also qualified to own and operate oil and gas properties with all applicable governmental agencies having jurisdiction over the Properties, to the extent such qualification is necessary or appropriate or will be necessary or appropriate upon consummation of the transactions contemplated hereby.

Section 4.21.                          Power and Authority .  Buyer has full corporate power and authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby.  The execution, delivery, and performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party, and the consummation by it of the transactions

12

contemplated hereby and thereby, have been duly authorized by all necessary corporate action of Buyer.

Section 4.22.                          Valid and Binding Agreement .  This Agreement has been duly executed and delivered by Buyer and constitutes, and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Buyer, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally, and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

Section 4.23.                          Non-Contravention .  Neither the execution, delivery, and performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to Buyer’s Knowledge to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a violation of Buyer’s Governing Documents, (ii) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage, indenture, or any material lease, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties may be bound, (iii) result in the creation or imposition of any lien or other encumbrance upon the properties of Buyer, or (iv) violate any Applicable Law binding upon Buyer, except, in the instance of clauses (ii) and (iii) above, for which any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not, individually or in the aggregate, have a Material Adverse Effect.

Section 4.24.                          Approvals .  Other than requirements (if any) that there be obtained consents to assignment (or waivers of preferential rights to purchase) from third parties, no consent, approval, order, or authorization of, or declaration, filing, or registration with, any court or governmental agency or of any third party is required to be obtained or made by Buyer in connection with the execution, delivery, or performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party or the consummation by it of the transactions contemplated hereby and thereby, except, for such consents, approvals, orders, authorizations, declarations, filings, or registrations which, if not obtained or made (as applicable), would not, individually or in the aggregate, have a Material Adverse Effect.

Section 4.25.                          Pending Litigation .  There are no Proceedings pending or, to Buyer’s Knowledge, threatened against or affecting the execution and delivery of this Agreement by Buyer or the consummation of the transactions contemplated hereby by Buyer.

Section 4.26.                          Knowledgeable Purchaser .  Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate (and in fact has evaluated) the Properties for purchase.  Buyer is an “accredited investor,” as defined in Regulation D

13

promulgated pursuant to the Securities Act, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act  (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws.  At Closing, Buyer will have had access to the Properties, the officers and consultants of Sellers, and the books, records, and files of Sellers relating to the Properties.  In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied on its own independent due diligence investigation of the Properties and has been advised by and has relied solely on its own expertise and legal, land, tax, reservoir engineering, and other professional counsel concerning this transaction, the Properties and the value thereof.

Section 4.27.                          Funds .  Buyer has, and at the Closing will have, sufficient cash and other sources of immediately available funds, as are necessary in order to pay the Adjusted Purchase Price to Sellers at the Closing and otherwise consummate the transactions contemplated hereby.

Section 4.28.                          Fees and Commissions .  No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

ARTICLE V
Certain Covenants of Sellers Pending Closing

Section 5.1.                                 Access to Files .  Subject to the terms of the Confidentiality Agreement and Article IX , from the date hereof until the Closing Date, Sellers will give Buyer, and its attorneys and other authorized representatives, access at all reasonable times and in a manner so as to not interfere with the normal business operations of the Sellers to the Properties and to any contract files, lease or other title files, production files, well files, and other files of Sellers pertaining to the ownership or operation of the Properties, and Sellers will use their Reasonable Best Efforts to arrange for Buyer, and its attorneys and other representatives, to have access to any such files in the office of Sellers.

Section 5.2.                                 Conduct of Operations .  From the date hereof until the Closing Date, Sellers will (i) continue the routine operation of the Properties in the ordinary course of business as previously conducted prior to the date of this Agreement, including without limitation, the continuation of the drilling of new wells in accordance with the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers; and (ii) operate the Properties in material compliance with all Applicable Laws and Environmental Laws and Material Agreements.  Without expanding any obligations that Sellers may have to Buyer, it is expressly agreed that Sellers shall never have any liability to Buyer which respect to operation of a Property greater than that which it might have as the operator to a non-operator under the applicable operating agreement (or, in the absence of such an agreement, under the AAPL 610 (1989 Revision) form Operating Agreement).

Section 5.3.                                 Restrictions on Certain Actions .  From the date hereof until the Closing Date, Sellers will not, without Buyer’s prior consent in connection with the Properties:

14

(a)                                   expend any funds, or make any commitments to expend funds (including entering into new agreements which would obligate Sellers to expend funds), or otherwise incur any other obligations or liabilities, other than to pay expenses or to incur liabilities in the ordinary course of business as previously conducted prior to the date of this Agreement in connection with operation of the Properties after the Effective Date and as set out in the 2008 Appalachia Drilling Plan, a copy of which has been previously furnished to Buyer by Sellers, and except in the event of an emergency requiring immediate action to protect life or preserve the Properties;

(b)                                  except where necessary to prevent the termination of a Lease or other material agreement governing Sellers’ interest in the Properties, propose the drilling of any additional wells, or propose the deepening, plugging back or reworking of any existing wells, or propose the conducting of any other operations which require consent under the applicable operating agreement, or propose the conducting of any other operations other than the normal operation of the existing wells on the Oil and Gas Properties, or propose the abandonment of any wells on the Oil and Gas Properties (and Sellers agree that they will advise Buyer of any such proposals made by third parties and will respond to each such proposal made by a third party in the manner requested by Buyer);

(c)                                   sell, transfer, or abandon any portion of the Properties other than items of materials, supplies, machinery, equipment, improvements, or other personal property or fixtures forming a part of the Properties (and then only if the same is replaced with an item of substantially equal suitability, free of liens and security interests, which replacement item will then, for the purposes of this Agreement, become part of the Properties); or

(d)                                  release (or permit to terminate), or modify or reduce its rights under, any oil, gas, or mineral lease forming a part of the Oil and Gas Properties, or any Material Agreement, or modify any existing production sales contracts or enter into any new production sales contracts, except contracts terminable by Sellers with notice of 60 days or less.

Section 5.4.                                 Service Fee .  To compensate Seller for administrative overhead expenses associated with conducting operations pursuant to Section 6.2 from the Effective Date to the Closing Date, Buyer agrees to pay Sellers the sum of $350,000.00 per month.  Buyer will be responsible for operating the Properties after Closing, unless Buyer and Sellers enter into a Transition Services Agreement.

Section 5.5.                                 Payment of Expenses .  Sellers will cause all expenses (including all bills for labor, materials, and supplies used or furnished for use in connection with the Properties and all severance, production, and similar Taxes) relating to the ownership or operation of the Properties prior to the Closing Date to be promptly paid and discharged, except for expenses disputed in good faith.

Section 5.6.                                 Preferential Rights and Third Party Consents .  Sellers will use Reasonable Best Efforts to request, from the appropriate parties (and in accordance with the documents creating such rights and/or requirements), waivers of the preferential rights to purchase, or requirements that consent to assignment be obtained, which are identified in Section 6.6 of the Sellers Disclosure Schedule.  Sellers shall have no obligation to assure that such waivers are obtained, and if all such waivers (or any other waivers of preferential rights to purchase or requirements that consent be obtained to assignment, even if the same are not listed

15

on such Section 6.6) are not obtained, Buyer may treat any waiver which is not obtained as a matter which causes Sellers’ title to not be sufficient to meet the standards set forth in Article VIII (except the following shall not apply: (i) the $175,000 threshold provided for in Section 8.1(c), (ii) Section 8.1(d)(iii)(B), and (iii) Section 8.4(a)) ; provided, however, that if the unobtained waiver is a waiver of a preferential right to purchase, and if both Buyer and Sellers agree to this treatment of such matter (and agree upon an appropriate allocation of the Purchase Price), Sellers will tender (at the agreed allocated portion of the Purchase Price) the required interest in the Property affected by such unwaived preferential right to purchase to the holder, or holders, of such right who have elected not to waive such preferential right to purchase, and if, and to the extent that, such preferential right to purchase is exercised by such party or parties, such interest in such Property will be excluded from the transaction contemplated hereby and the Purchase Price will be reduced by the amount paid, or to be paid, by the party exercising such preferential right to purchase (and Sellers shall collect such amount from such purchaser).

Section 5.7.                                 Hart-Scott-Rodino Act .  As  soon as practicable, but no later than fifteen (15) Business Days after the execution hereof, Sellers and Buyer shall each prepare and submit any necessary filings in connection with the transactions contemplated by this Agreement under the Hart-Scott-Rodino Act (“HSR Act”) and the rules and regulations promulgated thereunder.  Each party shall request expedited treatment of such filing by the Federal Trade Commission, shall promptly make any appropriate or necessary subsequent or supplemental filings, and shall furnish to the other party copies of all filings made under the HSR Act at the same time they are filed with the government.

ARTICLE VI
Additional Pre-Closing and Post-Closing Agreements of Both Parties

Section 6.1.                                 Reasonable Best Efforts .  Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the provisions or intent of this Agreement and will use its Reasonable Best Efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper, or advisable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) cooperation in determining whether any consents, approvals, orders, authorizations, waivers, declarations, filings, or registrations of or with any Governmental Entity or third party are required in connection with the consummation of the transactions contemplated hereby; (ii) Reasonable Best Efforts to obtain any such consents approvals, orders, authorizations, and waivers and to effect any such declarations, filings, and registrations; (iii) Reasonable Best Efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (iv) Reasonable Best Efforts to defend, and cooperation in defending, all Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) the execution of any additional instruments necessary to consummate the transactions contemplated hereby.

Section 6.2.                                 Notice of Litigation .  Until the Closing, (i) Buyer, upon learning of the same, shall promptly notify Sellers of any Proceeding which is commenced or threatened against Buyer and which affects this Agreement or the transactions contemplated hereby, and (ii)  Sellers, upon learning of the same, shall promptly notify Buyer of any Proceeding which is commenced or threatened against Sellers which affects this Agreement or the transactions contemplated hereby.

16

Section 6.3.            Notification of Certain Matters .  Until the Closing, Sellers shall give prompt notice to Buyer of:  (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which, to Sellers’ Knowledge, would be likely to cause any representation or warranty made by Sellers in Article IV to be untrue or inaccurate at or prior to the Closing, and (ii) any failure of Sellers to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Sellers hereunder prior to Closing.  Until the Closing, Buyer shall give prompt notice to Sellers of:  (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which, to Buyer’s Knowledge, would be likely to cause any representation or warranty contained in Article V to be untrue or inaccurate at or prior to the Closing, and (ii) any failure of Buyer to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Buyer hereunder prior to Closing.  The delivery of any notice pursuant to this Section 7.3 shall not be deemed to (x) modify the representations or warranties hereunder of the party delivering such notice, (y) modify the conditions set forth in Article IX , or (z) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Section 6.4.            Fees and Expenses .

(a)            Except as otherwise provided herein, (i) all fees and expenses incurred in connection with this Agreement by Sellers will be borne by and paid by Sellers, and (ii) all fees and expenses incurred in connection with this Agreement by Buyer will be borne by and paid by Buyer.

(b)            All required documentary, filing and recording fees and expenses in connection with the filing and recording of the Assignment and other instruments required to convey title to the Properties to Buyer shall be borne by Buyer.  Buyer shall assume responsibility for, and shall bear and pay, any applicable state sales and use Taxes (including any applicable interest or penalties) incurred or imposed with respect to the transactions contemplated by this Agreement.

Section 6.5.            Public Announcements .  Except as may be required by Applicable Law, neither Buyer nor Sellers shall issue any press release or otherwise make any statement to the public generally with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld and which consent, if given verbally, shall be confirmed in writing within one Business Day thereafter).  Any such press release or statement required by Applicable Law shall only be made after reasonable notice to the other parties.

Section 6.6.            Casualty Loss Prior to Closing .  In the event of damage by fire or other casualty to any of the Properties after the Effective Date and prior to the Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and Sellers shall otherwise agree) in such event:

(a)            as to each such Property so damaged which is an Oil and Gas Property, then, at Sellers’ election, either (i) such Property shall be treated as if it had an asserted Title Defect associated with it and the procedure provided for in Article VIII shall be applicable thereto (except the following shall not apply: (i) the $175,000 threshold provided for in Section 8.1(c), (ii) Section 8.1(d)(iii)(B), and (iii) Section 8.4(a)), or (ii) the Purchase Price will not be adjusted, and if Sellers should be entitled to make any claims under any insurance policy with respect to

17

such damage, Sellers shall, at Sellers’ election, either collect (and when collected pay over to Buyer), or assign to Buyer, such claims, and

(b)            as to each such Property which is other than an Oil and Gas Property, Sellers shall, at Sellers’ election, either collect (and when collected pay over to Buyer), or assign to Buyer, any and all insurance claims relating to such loss, and Buyer shall take title to the Property affected by such loss without reduction of the Purchase Price.

Section 6.7.            Governmental Bonds .  At or prior to Closing, Buyer shall deliver to Sellers evidence that Buyer has completed all action necessary to permit Buyer to post bonds or other security immediately following the Closing with all applicable Governmental Entities meeting the requirements of such Governmental Entities to own, and where appropriate, operate, the Properties.

Section 6.8.            Assumed Obligations .  At Closing, Buyer shall assume and agree to pay, perform and discharge the Assumed Obligations.

Section 6.9.            Operational Transition .  IT IS RECOGNIZED THAT THERE IS NO ASSURANCE GIVEN BY SELLERS THAT BUYER SHALL SUCCEED SELLERS AS OPERATOR OF ANY PROPERTY WHERE OTHER PARTIES OWN INTERESTS IN THE WELLS LOCATED THEREON, but Sellers shall cooperate with Buyer to see that Buyer shall succeed Sellers as operator of all the Sellers operated properties, by: (a) delivering at Closing signed counterparts of letters addressed to non-operating working interest owners of the Sellers operated Properties advising them of the sale of those Properties by Sellers to Buyer; and seeking such owners’ consideration of Buyer’s selection as successor to Seller as operator, and (b) executing applicable change of operator forms for filing with the applicable Governmental Agencies.

Section 6.10.         Books and Records .  At or promptly after Closing, but in no event later than 30 days after the Closing, Sellers will deliver to Buyer all related books and records that are a part of the Properties to a location designated by Buyer.  Buyer will promptly reimburse Sellers for all reasonable costs of shipping or transporting such books and records including any costs incurred to provide such data in an electronic format.  Sellers (or its Affiliates) shall have the right to have reasonable access during Buyer’s reasonable and customary business hours to inspect and copy (at Sellers’ or such Affiliate’s expense) the books and records so delivered under this Section 7.10 for the six-year period commencing on the Closing Date.

Section 6.11.         Suspended Funds .  As soon as practicable after the Closing Date, but no later than 90 days thereafter, Sellers shall provide to Buyer a listing in Excel spreadsheet format, showing all proceeds from production attributable to the wells which are currently held in suspense by Sellers and the reason for suspending such proceeds, shall transfer to Buyer all those suspended proceeds (the “ Suspended Proceeds ”).  Thereafter, Buyer shall be responsible for proper distribution of the Suspended Proceeds to the parties lawfully entitled to them to the extent and only to the extend of Suspended Proceeds, except Sellers shall remain liable for interest and penalties, if any, associated with the Suspended Proceeds for failure, prior to the Closing Date, to escheat such Suspended Proceeds to the applicable Governmental Entities in accordance with Applicable Law.

18

Section 6.12.         Letters-in-Lieu .  At Closing, Sellers shall execute and deliver letters in lieu of transfer orders (or similar documentation) in form reasonably acceptable to Buyer and Sellers.

Section 6.13.         Logos and Names .  As soon as practicable after the Closing, Buyer will remove or cause to be removed the names and marks used by Sellers and all variations and derivatives thereof and logos relating thereto from the Properties.

Section 6.14.         Further Assurances .  At the Closing, and from time to time following the Closing, at the request of any party hereto and without further consideration, the other party or parties hereto shall execute and deliver to such requesting party such instruments and documents and take such other action (but without incurring any material financial obligation) as such requesting party may reasonably request in order to consummate more fully and effectively the transactions contemplated hereby.

ARTICLE VII
Due Diligence Examination

Section 7.1.            Title Due Diligence Examination .

(a)            From the date of this Agreement until 5:00 p.m. (local time in Houston, Texas) seven Business Days prior to the Closing Date (the “ Examination Period ”), Sellers shall afford to Buyer and its authorized representatives reasonable access during normal business hours and in a manner so as to not unduly interfere with the normal business operations of the Sellers to the office, personnel and books and records of Sellers in order for Buyer to conduct a title examination as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined below) exist (“ Buyer’s Title Review ”).  Such books and records shall include all title opinions, title files, ownership maps, lease files, assignments, division orders, operating records and agreements, well files, financial and accounting records, geological, geophysical and engineering records, in each case insofar as same may now be in existence and in the possession of Sellers, excluding, however, any information that Sellers are prohibited from disclosing by bona fide, third party confidentiality restrictions; provided, that if requested by Buyer, Sellers shall use their Reasonable Best Efforts to obtain a waiver of any such restrictions in favor of Buyer.  The cost and expense of Buyer’s Title Review, if any, shall be borne solely by Buyer.

(b)            If Buyer discovers any Title Defect affecting any of the Oil and Gas Properties, Buyer shall notify Sellers prior to the expiration of the Examination Period of such alleged Title Defect.  To be effective, such notice (“ Title Defect Notice ”) must (i) be in writing, (ii) be received by Sellers prior to the expiration of the Examination Period, (iii) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest), (iv) identify the specific Oil and Gas Property affected by such Title Defect, and (v) include the value of such Title Defect as determined by Buyer in good faith.  Buyer will provide Sellers with Title Defect Notices, if any, as soon as practicable upon discovery and will use Reasonable Best Efforts to provide Sellers with weekly updates of any alleged Titl