AGREEMENT FOR PURCHASE AND SALE

Exhibit 2.1

EXECUTION VERSION

AGREEMENT FOR PURCHASE AND SALE

among

CoLa Resources LLC

as Seller

and

CEP Mid-Continent LLC

as Buyer

February 19, 2008

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF DEFINED TERMS

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SCHEDULE OF EXHIBITS AND ANNEXES

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AGREEMENT FOR PURCHASE AND SALE

This Agreement for Purchase and Sale (“ Agreement ”) is made and entered into on this the 19 ^th day of February, 2008, among COLA RESOURCES LLC, a Delaware limited liability company (the “ Seller ”), and CEP MID-CONTINENT LLC, a Delaware limited liability company (“ Buyer ”).

1. Sale and Purchase of the Properties . Subject to the terms and conditions and for the consideration herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller at Closing, effective as of 7:00 a.m. at the location of each of the Wellbores on January 1, 2008 (the “ Effective Time ”), the properties and interests described in Sections 1.1 through 1.8 (collectively, the “ Properties ”):

1.1. Wellbores . All of Seller’s right, title and interest in and to the oil and gas leases, oil, gas and mineral leases, subleases, leasehold estates, forced pooling interests, licenses, concessions, working interests, farmout rights, or other carried interests, operating rights or other mineral rights of every nature (other than fee interests and royalty and overriding royalty interests) (the “ Leases ”), INSOFAR AND ONLY INSOFAR AS the Leases cover or pertain to the wellbore of each of those existing wells specifically described on Exhibit 1.1 and the oil and gas that may be produced therefrom (such right, title and interest, the “ Wellbores ”). The Wellbores are limited to the wellbores described on Exhibit 1.1 as each is physically configured as of the Effective Time and shall include such rights as are necessary to the continued production of hydrocarbons from such Wellbores but shall not include the right to deepen any Wellbore, to any sidetracking from the Wellbore (except as provided below), or to any horizontal drilling through or from the Wellbore, but shall include the right to plug-back, rework or recomplete the Wellbore so long as such plugging-back, reworking or recompletion does not involve any sidetracking (except as provided below), deepening or horizontal drilling through or from the Wellbore. Notwithstanding the foregoing, in the event of mechanical failure in any Wellbore that permanently disrupts the production of hydrocarbons from the Wellbore, should Buyer elect to attempt to reestablish production from the same or shallower stratigraphic interval that the Wellbore was producing from prior to such mechanical failure through sidetracking from the Wellbore, Buyer shall have the right to do so provided that the bottom hole location of such sidetracking is (a) no deeper than and (b) no more than 100 feet from, the bottom hole location of the Wellbore prior to mechanical failure. Seller retains any and all executive rights related to the Wellbores, including all rights, if any, to negotiate with lessors, to grant leases or to rental or bonus payments (“ Executive Rights ”) and Buyer hereby waives any and all such rights as well as any right to protest any down-spacing wells, increased density wells, or exception location wells Seller, or its successors and assigns, may choose to drill.

1.2. Equipment . All of Seller’s interest in all casing pipe, downhole equipment and any additional equipment, fixtures or physical facilities attached to or a part of the Wellbores (“ Equipment ”).

1.3. Substances . All of Seller’s interest in all crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other hydrocarbons and other minerals or materials of every kind and description produced

through the Wellbores and not yet past a measuring point at the Effective Time or produced from the Wellbores during the period from and after the Effective Time (such interest, the “ Substances ”) and all proceeds attributable thereto.

1.4. Surface Contracts . A concurrent interest with Seller in any right-of-way agreements or other agreements held by Seller to the extent such agreements extend rights-of-way or easements on surface properties that are used or held for use as of the Effective Time for flow lines in connection with the production of Substances or are otherwise used in connection with the operation of the Properties described in Sections 1.1 through 1.3 (such interest, the “ Surface Contracts ”).

1.5. Information and Data . Copies of the following to the extent the following relate to the Wellbores: (a) abstracts, title opinions, title reports, title policies, lease and land files, surveys, analyses, compilations, correspondence, and filings with and reports to regulatory agencies; (b) geophysical, geological, engineering, exploration, production and other technical data, magnetic field recordings, digital processing tapes, field prints, summaries, reports and maps, whether written or in electronically reproducible form; and (c) all other books, records, files and magnetic tapes containing financial, title or other information (the “ Data ”); provided, however, that Buyer’s right with respect to Data acquired pursuant to this Section 1.5 shall be limited, in each case to the extent such Data is in the possession of Seller and to the extent the disclosure of such Data is not restricted by the terms of any confidentiality, license or similar agreement; provided, however, that Seller will, upon Buyer’s request and at no cost or expense to Seller, request waivers of such restrictions.

1.6. Contracts . All of Seller’s interest in those contracts, commitments, agreements, and arrangements relating to the Properties described in Sections 1.1 through 1.5 , and Sections 1.7 and 1.8 , including, without limitation, the contracts described on Exhibit 3.5 , but only to the extent related to the Properties, and any and all amendments, ratifications or extensions of the foregoing, together with (a) all rights, privileges, and benefits of Seller thereunder arising on or after the Effective Time to the extent related to periods after the Effective Time and (b) all rights of Seller thereunder to audit the records of any party thereto and to receive refunds of any nature thereunder to the extent relating to periods after the Effective Time.

1.7. Permits . To the extent assignable, all of Seller’s interest in all franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by governmental authorities and all certificates of convenience or necessity, immunities, privileges, grants and other rights, that relate to the Wellbores or the ownership or operation of any thereof (the “ Permits ”), provided, however, that Buyer’s right with respect to Permits acquired pursuant to this Section 1.7 shall be limited to the receipt, by Buyer, of the benefit of the rights and privileges of Seller with respect to such Permits as an owner of the Wellbores, in each case only to the extent related to the Wellbores.

1.8. Payment Rights . All of Seller’s interest in all (a) accounts, instruments and general intangibles (as such terms are defined in the Uniform Commercial Code of Oklahoma) attributable to the Properties with respect to any period of time after the Effective Time; (b) liens and security interests in favor of Seller, whether choate or inchoate, under any law, rule or

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regulation or under any of the Contracts arising from the ownership or sale or other disposition after the Effective Time of any of the Properties; and (c) any claim of indemnity, contribution, or reimbursement relating to Assumed Obligations (such interest, the “ Payment Rights ”).

1.9. Excluded Assets . Notwithstanding the foregoing provisions of this Section 1 , the following assets shall not constitute Properties and shall not be sold, assigned or conveyed to Buyer pursuant to Section 1 (such assets as described herein below, the “ Excluded Assets ”):

(a) all Permits that are not assignable in connection with the transactions contemplated by this Agreement;

(b) all crude oil, natural gas, casinghead gas, drip gasoline, natural gasoline, petroleum, natural gas liquids, condensate, products, liquids and other hydrocarbons and other minerals or materials of every kind and description produced from the Wellbores and disposed of, or in storage tanks or in pipelines past a measuring point, prior to the Effective Time (the “ Seller’s Substances ”), and all proceeds attributable thereto;

(c) all rights and causes of action, arising, occurring or existing in favor of Seller and attributable to the period prior to the Effective Time or arising out of the operation of or production from the Wellbores prior to the Effective Time (including, but not limited to, any and all contract rights, claims, receivables, revenues, recoupment rights, recovery rights, accounting adjustments, mispayments, erroneous payments or other claims of any nature in favor of Seller and relating and accruing to the period prior to the Effective Time);

(d) all fee interests, overriding royalty interests and royalty interests, and all Executive Rights related to the Wellbores, and any and all right to protest any down-spacing wells, increased density wells, or exception location wells Seller, or its successors and assigns, may choose to drill;

(e) all rights under the contracts identified in Section 1.6 to the extent relating to any properties outside of the Properties described in Sections 1.1 through 1.5 , and Sections 1.7 and 1.8 , and specifically to the extent any such contracts relate to any additional wells or drilling activities outside of the Wellbores;

(f) all corporate, financial, tax and legal records of Seller; provided, however, Buyer will be entitled to copies of any such records and rights to audit such records as may reasonably be necessary to comply with reporting obligations imposed upon Buyer as a publicly traded entity, subject to such confidentiality requirements as Seller may reasonably require;

(g) all contracts of insurance or indemnity, subject to Section 10 ;

(h) any refund of costs, taxes or expenses borne by Seller attributable to the period prior to the Effective Time;

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(i) any other right or interest in and to the Properties to the extent attributable to the period prior to the Effective Time, and any right or interest in the properties described in Sections 1.1 through 1.8 to the extent not applicable to the Wellbores;

(j) all deposits, cash, checks, funds and accounts receivable attributable to Seller’s interests in the Properties with respect to any period of time prior to the Effective Time;

(k) all computer or communications software or intellectual property (including tapes, data and program documentation and all tangible manifestations and technical information relating thereto) owned, licensed or used by Seller, other than the Data;

(l) any logo, service mark, copyright, trade name or trademark of or associated with Seller; and

(m) motor vehicles and other rolling stock.

1.10. Data Agreement . Seller may continue to receive from the operator of each of the Wellbores, copies of each of the following relating to the Wellbores: all daily and monthly production reports, all Lease operating expense reports, all revenue statements, capital expenditure statements and authority for expenditures, that the operator of each of the Wellbores may provide to Buyer or Seller following the Closing Date; subject to the terms of the Data Agreement to be executed at Closing and any existing confidentiality obligations owed to operator or other third parties. Such confidentiality agreement shall provide, among other provisions, that Buyer is an intended third party beneficiary thereof, that the disclosed data may include material nonpublic information of Buyer and its affiliates, and that the party to whom such data is disclosed shall be restricted from trading in Buyer’s or its affiliates’ securities or otherwise disclosing or using the data, other than use for the purpose of evaluating a potential transaction with Seller.

2.1. Basic Amount . The purchase price for the Properties, subject to adjustment as provided in Section 2.2 , shall be Fifty-Three Million Three Hundred Twenty–Four Thousand Five Hundred Dollars ($53,324,500) (the “ Purchase Price ”). The Purchase Price as adjusted pursuant to Section 2.2 is referred to in this Agreement as the “ Adjusted Purchase Price .”

2.2. Adjustments to Purchase Price . The Purchase Price shall be adjusted as provided in this Section 2.2 .

2.2.1 The Purchase Price shall be increased by the following amounts (without duplication) (“ Seller’s Credits ”):

(a) An amount equal to the production, development, operating, overhead and other costs, determined in accordance with generally accepted accounting principles, consistently applied (“ GAAP ”), incurred, charged or allocable to the

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Properties in the ordinary course of business with respect to the period commencing at the Effective Time and ending at 7:00 a.m. on the Closing Date (the “ Closing Period ”) (collectively, “ Closing Period Expenses ”), and actually paid by Seller, whether before or after the Effective Time, and expressly including the following (with any such Closing Period Expenses attributable to any partial period occurring during the Closing Period to be prorated based on the portion of such period falling within the Closing Period):

(i) lease operating expenses, including bond and insurance premiums;

(ii) all overhead or other charges paid to any operator in connection with the operation of the Wellbores, all capital expenditures, including drilling costs, reworking costs, and all other capital expenditures incurred in connection with the development, exploration, or operation of the Wellbores during the Closing Period; and

(iii) amounts paid under the Surface Contracts to the extent related to the Wellbores.

(b) An amount equal to the value of all Substances produced from the Wellbores and in pipelines at the Effective Time, calculated at the sales price received by Seller for such Substance as of the Effective Time, and for which Seller has not yet received payment.

(c) Any upward adjustments attributable to Title Adjustment Amounts determined in accordance with Annex I up to but not in excess of $10,000,000 in the aggregate, after deducting any downward adjustments attributable to Title Adjustment Amounts determined in accordance with Annex I .

(d) An amount equal to the price for “Prices of Spot Gas Delivered to Pipelines” reported in Inside FERC Gas Market Report (published by Platt’s) for the month of March 2008, under the column marked “Index” for the “CenterPoint Energy Gas Transmission Co.—East” delivery point, multiplied by the volume of any underproduction attributable to Seller’s interest in the Wellbores as of the Effective Time under any operating agreement, gas balancing and storage agreement, gas processing or dehydration agreement or similar agreement.

2.2.2 The Purchase Price shall be decreased by the following amounts (without duplication) (“ Buyer’s Credits ”):

(a) An amount equal to the proceeds received by Seller from the sale of Substances produced during the Closing Period, net of all applicable taxes not reimbursed to Seller by a purchaser of Substances.

(b) An amount equal to all proceeds received by Seller from whatever source derived that relate to the Properties and are attributable to periods after the Effective Time.

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(c) Any downward adjustments attributable to Title Adjustment Amounts determined in accordance with Annex I .

(d) An amount equal to the Remediation Value attributable to any Adverse Environmental Condition as determined in accordance with Annex II to the extent the aggregate of all Remediation Values in excess of $50,000 exceeds one and one-half percent (1.5%) of the Purchase Price.

(e) The amount of all taxes prorated to Buyer in accordance with Section 12.1 .

(f) An amount equal to the value of the Wellbores excluded from the Properties because of a Casualty Loss affecting such Properties or, in the alternative, the insurance proceeds received by Seller for such Casualty Loss, all as provided in Section 10 .

(g) An amount equal to the price for “Prices of Spot Gas Delivered to Pipelines” reported in Inside FERC Gas Market Report (published by Platt’s) for the month of March 2008, under the column marked “Index” for the “CenterPoint Energy Gas Transmission Co.—East” delivery point, multiplied by the volume of any overproduction attributable to Seller’s interest in the Wellbores as of the Effective Time under any operating agreement, gas balancing and storage agreement, gas processing or dehydration agreement or similar agreement.

2.3. Closing Statement . No later than three (3) Business Days prior to the Closing Date Seller shall deliver to Buyer a statement (the “ Closing Statement ”) setting forth the adjustments to the Purchase Price provided in Section 2.2 , using estimates where actual amounts are not known at the Closing, and Seller’s calculation of the estimated Adjusted Purchase Price. The Closing Statement shall be prepared in accordance with GAAP as applied on a basis consistent with past practices of Seller.

2.4. Allocation of Purchase Price . Buyer and Seller agree that within thirty (30) days after the Closing they shall mutually agree in writing upon an allocation of the Purchase Price among the Properties using the methodology required by Section 1060 of the Internal revenue Code of 1986, as amended, and any regulations or other agency releases promulgated thereunder (the “ Code ”). Buyer and Seller shall each report the transactions contemplated under this Agreement on all tax returns, including IRS Form 8594, in a manner consistent with the allocation of Purchase Price mutually agreed upon by Buyer and Seller. If any taxing authority makes or proposes an allocation different from the allocation determined by the parties under this Section 2.4 , either party may contest such allocation (or proposed allocation), provided such party asserts that the allocation mutually agreed upon by the Buyer and Seller is correct, and shall provide written notice to the other parties of such fact and shall provide such additional written notices as are reasonable to the other parties to make them aware of the status and final disposition of such contest of the allocation made or proposed by such taxing authority. Further, after providing written notice to the party adversely affected by such allocation (or proposed allocation) by a taxing authority, the other party hereto may file such protective claims or tax returns as may be reasonably required to protect its interests.

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3. Representations and Warranties of Seller . Seller represents and warrants to Buyer as follows:

3.1. Organization . Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is qualified to do business in the State of Oklahoma.

3.2. Authority and Authorization . Seller has full limited liability company power and authority to carry on its business as presently conducted, to enter into this Agreement and the other Transaction Documents to which Seller is a party and to perform its obligations under this Agreement and the other Transaction Documents to which Seller is a party. The execution and delivery by Seller of this Agreement and the other Transaction Documents to which Seller is a party have been, and the performance by Seller of its obligations under this Agreement and the other Transaction Documents to which Seller is a party and the transactions contemplated hereby and thereby shall be, at the time required to be performed hereunder or thereunder, duly and validly authorized by all requisite action on the part of Seller.

3.3. Enforceability . This Agreement has been duly executed and delivered on behalf of Seller and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, reorganization or moratorium statutes, or other similar laws affecting the rights of creditors generally or equitable principles (collectively, “ Equitable Limitations ”). At the Closing, all other Transaction Documents required hereunder to be executed and delivered by Seller shall be duly executed and delivered and shall constitute legal, valid and binding obligations of Seller enforceable in accordance with their terms, except as enforceability may be limited by Equitable Limitations.

3.4. Conflicts . The execution and delivery by Seller of this Agreement and the other Transaction Documents to which Seller is a party does not, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which Seller is a party shall not, (a) violate or be in conflict with, or require the consent of any person or entity under, any provision of Seller’s Organizational Documents, (b) conflict with, result in a breach of, constitute a default (or an event that with the lapse of time or notice, or both would constitute a default) under any agreement or instrument to which Seller is a party or, to Seller’s Knowledge, by which any of the Properties or Seller is bound, other than those instruments identified on Exhibit 3.15 ; provided, however, that with respect to (i) Transaction Documents other than this Agreement and (ii) the consummation of the transactions contemplated by this Agreement, clause (b) shall be true and correct except as to any governmental approvals of the type customarily obtained after Closing and further provided that Buyer’s sole recourse due to any failure to secure a consent or approval to the conveyance of the Wellbores shall be to assert such failure as a Title Defect in accordance with the terms and conditions of Annex I , (c) violate any provision of or require any consent, authorization or approval under any judgment, decree, judicial or administrative order, award, writ, injunction, statute, rule or regulation applicable to Seller, or (d) to Seller’s Knowledge, result in the creation of any lien, charge or encumbrance on any of the Properties.

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3.5. Contracts . Exhibit 3.5 includes all of the following contracts, agreements, and commitments to which any of the Properties are bound as of the date of this Agreement and any and all amendments, extensions, or other modifications thereof: (a) any agreement with any Affiliate of Seller; (b) to Seller’s Knowledge any agreement or contract for the sale, exchange or other disposition of hydrocarbons produced from the Wellbores, or for the gathering or transportation thereof, that is not terminable upon sixty (60) days’ prior written notice or less; (c) to Seller’s Knowledge any agreement to sell, lease, farmout or otherwise dispose of Seller’s interests in any of the Wellbores other than conventional rights of reassignment; (d) to Seller’s Knowledge any operating agreement to which Seller’s interests in any of the Wellbores is subject; (e) any contract that requires Seller to expend more than $50,000 in any year in connection with the Properties and (f) to Seller’s Knowledge any partnership, joint venture, area of mutual interest, and non-compete agreements affecting or relating to the Properties.

3.6. Litigation and Claims . Except as set forth on Exhibit 3.6 , (a) no claim, demand, filing, investigation, administrative proceeding, action, suit or other legal proceeding is pending against Seller or, to Seller’s Knowledge, threatened, with respect to the Properties or the ownership or operation of any thereof, other than proceedings relating to the oil and gas industry generally and as to which Seller is not a named party; (b) Seller has not received any written notification of any facts, conditions or circumstances in connection with, related to or associated with the Properties or the ownership or operation of any thereof that could reasonably be expected to give rise to any such claim, demand, filing, investigation, administrative proceeding, action, suit or other legal proceeding; and (c) no written notice from any governmental authority or any other person (including employees) has been received by Seller (i) claiming any material violation or repudiation of any law, rule, regulation, ordinance, order, decision or decree of any governmental authority (including, without limitation, any such law, rule, regulation, ordinance, order, decision or decree concerning the conservation of natural resources) or (ii) requiring, or calling attention to the need for, any material work, repairs, construction, alterations, installations, remediation, response, removal or abatement actions, restoration, investigation or monitoring of, on, in, under, in connection with or related to the Properties or the ownership or operation of any thereof other than, in the case of clauses (i) and (ii) above, notices for matters that have been remedied without further material obligations of Seller.

3.7. Compliance with Law and Permits .

3.7.1 To Seller’s knowledge, (a) the Properties have been and currently are operated, and Seller and the Properties are, in compliance with the provisions and requirements of all laws, rules, regulations, ordinances, orders, decisions and decrees of all governmental authorities having jurisdiction with respect to the Properties or the ownership or operation of any thereof; (b) all necessary governmental permits, licenses, approvals, consents, certificates and other authorizations with regard to the ownership or operation of the Properties have been obtained and maintained in effect and no violations exist in respect of such permits, licenses, approvals, consents, certificates or authorizations; and (c) there are no facts, conditions or circumstances in connection with, related to or associated with the Properties or the ownership or operation of any thereof that could reasonably be expected to give rise to any claim or assertion that Seller, the Properties or the ownership or operation of any thereof is not in compliance in all material respects with any applicable law, rule, regulation, ordinance, order, decision or decree of any governmental authority or with any term or conditions of any applicable permit, license,

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approval, consent, certificate or other authorization except, in the case of each of clause (a), (b) and (c), for such non-compliance, failure to obtain or maintain, and such facts, conditions or circumstances, the existence of which has not had and could not reasonably be expected to have a material adverse effect on Buyer’s ability to own and produce hydrocarbons from the Wellbores, taken as a whole, after Closing.

3.7.2 To Seller’s Knowledge, except as set forth on Exhibit 3.7.2 , no pollutant, waste, contaminant, or hazardous, extremely hazardous, or toxic material, substance, chemical or waste identified, defined or regulated as such under any Environmental Law has been handled, managed, stored, transported, processed, treated, disposed of, released, migrated or has escaped on, in, from, under or in connection with the Properties or the ownership or operation thereof such as to cause a condition or circumstance that could reasonably be expected to result in a violation of any Environmental Law or in a remediation, removal, response, restoration, abatement, investigative or monitoring obligation, other than violations or obligations that would not reasonably be expected to have a material adverse effect on Buyer’s ability to own and produce hydrocarbons from the Wellbores, taken as a whole, after Closing.

3.8. Status of Contracts . (a) To Seller’s Knowledge, all of the contracts and other obligations of Seller set forth on Exhibit 3.5 are in full force and effect and (b) to Seller’s Knowledge, neither Seller nor any other party to such contracts (i) is in material breach of or default, or with the lapse of time or the giving of notice, or both, would be in material breach or default, with respect to any of its obligations thereunder, or (ii) has given written notice or threatened to give notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of any such contract.

3.9. Production Burdens, Taxes, Expenses and Revenues . Except as set forth on Exhibit 3.9 , to Seller’s Knowledge (a) all rentals, royalties, excess royalty, overriding royalty interests and other payments due under or with respect to the Wellbores have been properly and timely paid and no royalties are currently being held in suspense; (b) (i) all ad valorem, property, production, severance and other taxes based on or measured by the ownership of the Properties or the production of hydrocarbons from the Wellbores and that have become due have been properly and timely paid, (ii) there is no pending action, proceeding, or investigation for assessment or collection of taxes, and no tax assessment, deficiency or adjustment has been asserted or propped with respect to the Properties and (iii) none of the Properties is subject to a tax partnership agreement pursuant to Section 761(a)(2) of the Code; (c) all expenses payable under the terms of the Surface Contracts have been properly and timely paid except for such expenses not yet due or as are being currently paid prior to delinquency in the ordinary course of business; and (d) all of the proceeds from the sale of hydrocarbons produced from the Wellbores are being properly and timely paid to Seller by the purchasers of production without suspension or indemnity other than standard division order indemnities.

3.10. Production Balances and Penalties; Other Production Sales Matters . To Seller’s Knowledge, (a) as of the date of this Agreement, none of the purchasers under any production sales contracts related to hydrocarbons produced from the Wellbores are entitled to “make-up” or otherwise receive deliveries of Substances without paying at the time of such deliveries the full contract price therefor; (b) none of the purchasers under any production sales contracts related to the Wellbores has exercised any economic out provision; (c) none of the

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purchasers under any production sales contracts related to the Wellbores has curtailed its takes of natural gas in violation of such contracts; (d) none of the purchasers under any production sales contracts related to the Wellbores has given notice that it desires to amend the production sales contracts with respect to price or quantity of deliveries; (e) Seller is not obligated to pay any penalties or other payments under any gas transportation or other agreement as a result of the delivery of quantities of gas from the Wellbores in excess of the contract requirements; (f) except as set forth on Exhibit 3.10 , no person has any call upon, option to purchase, or similar rights with respect to the production from the Wellbores; and (g) except as disclosed on Exhibit 3.10 , there are no production, pipeline, storage, processing or other imbalances attributable to the Properties.

3.11. Operations . Seller is not a non-consenting party under any applicable operating agreement with respect to any operation relating to the Wellbores.

3.12. Wellbore Locations and Operations . To Seller’s Knowledge (a) each Wellbore has been drilled and completed in a legal location within the boundaries of the appropriate oil, gas or other mineral lease, or on lands pooled or otherwise combined with an oil, gas or other mineral lease; (b) no Wellbore is subject to penalties or allowables after the date hereof because of any overproduction or violation of applicable laws, rules, regulations, permits, or judgments, orders or decrees of any court or governmental body or agency which prevents the Wellbore from being entitled to its full legal and regular allowance or share of production from and after the date hereof as prescribed by any court or governmental body or agency; and(c) all units in which any of the Wellbores are included have been validly formed. To the extent Seller’s interest in any Leases that cover or pertain to the Wellbores was acquired by the exercise of Seller’s rights under an area of mutual interest agreement, Seller has given timely notice under the area of mutual interest agreement of its election to participate in the acquisition of the Lease(s) that cover or pertain to the Wellbores.

3.13. Wellbore Abandonment . To Seller’s Knowledge, none of the Wellbores are shut-in or incapable of producing such that Seller has any current liability or obligation to plug and abandon.

3.14. Planned Future Commitments . Except as disclosed on Exhibit 3.14(a) , Seller has not received any authorities for expenditures (“AFEs”) or other commitments to make capital expenditures with respect to the Properties which will require expenditures after the Effective Time. Exhibit 3.14(b) lists, as of the date hereof, all outstanding AFEs received by Seller relating to the Properties as to which Seller has not made (or been deemed to have made) an election.

3.15. Preferential Rights and Required Consents . Exhibit 3.15 lists (a) all rights or agreements that may permit any person to purchase or acquire any of the Properties arising in connection with the transactions contemplated hereby (“ Preferential Rights ”), and