Exhibit 10.1

ASSET PURCHASE AND SALE AGREEMENT

BETWEEN

THE PFANENSTIEL COMPANY, LLC

as Seller

and

CALLAN POWER LLC

as Buyer

DATED AUGUST 26, 2026

TABLE OF CONTENTS

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of August 26, 2026 (the “Execution Date”) between The Pfanenstiel Company, LLC, an Oklahoma limited liability company (“Seller”), and Callan Power LLC, a Nevada limited liability company (“Buyer”). Seller and Buyer shall sometimes be referred to herein together as the “Parties”, and each individually as a “Party”.

RECITALS

WHEREAS, Seller owns certain oil and gas leases located in North Dakota and Montana as more fully described below; and

WHEREAS, Seller desires to sell and Buyer desires to purchase from Seller fifty percent (50%) of Seller’s interest in certain leases and wells as described in the definition of “Assets” set forth in Annex I hereto, other than the Excluded Assets, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual agreements herein contained, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings given such terms in Annex I. All references in this Agreement to “fifty percent (50%) of Seller’s interest” with respect to any Asset means an undivided interest in the whole of such Asset.

1.2 Interpretation. All references in this Agreement to Exhibits, Appendices, Annexes, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Annexes, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “including” (in its various forms) means “including without limitation.” All references to “$” or “dollars” shall be deemed references to United States Dollars. Each accounting term not defined herein will have the meaning given to it under GAAP, as in effect on the Execution Date. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Appendices, Annexes and Exhibits referred to herein are attached to and made a part of this Agreement. Unless expressly stated otherwise, references to any Law or contract shall mean such Law or contract as it may be amended from time to time.

ARTICLE II

Purchase and Sale

2.1 Purchase and Sale.

2.2 Purchase Price. Subject to the other terms and conditions of this Agreement, the purchase price for the Assets shall be the sum of Twelve Million Five Hundred Thousand Dollars ($12,500,000), payable in cash at the Closing (as hereinafter defined), and the Supplemental Payment (as hereinafter defined) (collectively, the “Purchase Price”). Buyer shall deposit at Closing into an escrow account established for its benefit One Million Dollars ($1,000,000) which shall be drawn upon Buyer only to pay its share of drilling and completion costs with respect to the Assets incurred during the period from the Execution Date through the Closing Date including, but not limited to, joint interest bills attributable to Buyer’s purchased interests . Any amounts remaining in such escrow account on the earliest to occur of (i) payment of all Buyer’s share of such drilling and production costs and (ii) the date that is six (6) months after the Closing Date shall be promptly remitted to Seller (the “Supplemental Payment”).

In the event neither Buyer nor Seller exercise their right to terminate this Agreement pursuant to Article X as a result of (i) a Casualty occurrence between the Execution Date and the Closing or (ii) the failure by Seller to deliver good and marketable title to an Asset at Closing, Buyer and Seller shall in good faith negotiate an adjustment to the Purchase Price and if such adjustment is not agreed to on or before the Outside Termination Date, this Agreement shall automatically terminate and from and after such date shall have no force or effect.

2.3 Section 1031 Like-Kind Exchange. Seller and Buyer hereby agree that Seller shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. Likewise, Buyer shall have the right at any time prior to completion of all the transactions that are to occur at Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. If Seller assigns all or any of its rights under this Agreement for this purpose, Buyer agrees to (a) consent to Seller’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Buyer, and (b) pay the Purchase Price (or a designated portion thereof as specified by Seller) to the Qualified Intermediary at Closing as directed in writing. If Buyer assigns all or any of its rights under this Agreement for this purpose, Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, which assignment shall be in a form reasonably acceptable to Seller, (ii) accept the Purchase Price from the Qualified Intermediary at Closing, and (iii) at Closing, convey and assign directly to Buyer the Assets (or any portion thereof) as directed by Buyer. Seller and Buyer acknowledge and agree that any assignment of this Agreement (or any rights hereunder) to a Qualified Intermediary shall not release any Party from any of its respective liabilities and obligations hereunder, and that neither Party represents to the other Party that any particular tax treatment will be given to any Party as a result thereof. The Party electing to assign all or any of its rights under this Agreement pursuant to this Section 2.3 shall defend, indemnify, and hold harmless the other Party and its Affiliates from all claims relating to such election.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1 Organization, Existence. Seller is a limited liability company duly formed and validly existing under the Laws of the State of Oklahoma. Seller has all requisite power and authority to own and operate its property (including, without limitation, the Assets) and to carry on its business as now conducted. Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which such qualification is required by Law, except where the failure to qualify or be in good standing would not have a material adverse effect, upon the ability of Seller to consummate the transactions contemplated by this Agreement.

3.2 Authorization. Seller has full power and authority to enter into and perform this Agreement and the transactions contemplated herein. The execution, delivery and performance by Seller of this Agreement has been, and the execution, delivery and performance by Seller of all other documents delivered pursuant to this Agreement will be when delivered, duly and validly authorized and approved by all necessary company action on the part of Seller. Assuming the due authorization, execution and delivery by the other parties to such documents, this Agreement constitutes, and the other documents delivered pursuant to this Agreement to which Seller is a party will constitute when delivered, Seller’s legal, valid and binding obligations, enforceable against Seller in accordance with their respective terms, subject however to the effects of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and similar Laws relating to or affecting creditors’ rights, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

3.3 No Conflicts. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby does not and will not (a) conflict with or result in a breach of any provisions of the organizational documents or other governing documents of Seller, or (b) violate any Law applicable to Seller or any of the Assets.

3.4 Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Seller’ Knowledge, threatened in writing against Seller.

3.5 Foreign Person. Seller is not a “disregarded entity” or a “foreign person” within the meaning of Section 1445 of the Code and its implementing Treasury Regulations.

3.6 Litigation. As of the Execution Date, there are no investigations, suits, actions or litigation by any Person by or before any Governmental Authority, and no legal, administrative or arbitration proceedings, pending or, to Seller’s Knowledge, threatened in writing against Seller with respect to its ownership or operation of the Assets. Seller is currently in litigation involving the wellbores on Exhibit C which are included in the Excluded Assets.

3.7 No Violation of Laws. As of the Execution Date, to Seller’s Knowledge, Seller is not in violation of any applicable Laws with respect to the ownership of the Assets.

3.8 Brokers’ Fees. Seller has incurred no liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Buyer shall have any responsibility.

3.9 Current Commitments. Schedule 3.9 sets forth, as of the Execution Date, all AFEs for which all of the activities anticipated in such AFEs have not been completed by the Execution Date. Seller may update Schedule 3.9 between the Execution Date and Closing by providing Buyer an updated Schedule 3.9 and a copy of any additional AFEs relating to the Assets.

3.10 No Encumbrances. The Assets are not subject to or burdened by any mortgage, security interest or other lien, except such liens (A) as may constitute a Permitted Encumbrance; (B) as will be released at Closing; or (C) as will be released by payment of drilling and completion costs upon release of funds from the escrow account.

3.11 No Other Representations or Warranties; Disclosed Materials. Except for the representations and warranties contained in this Agreement or the Assignment, neither Seller nor any other Person on Seller’s behalf makes (and Buyer is not relying upon) any other express or implied representation or warranty with respect to Seller (including the value, condition or use of any of the Assets) or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties not contained in this Agreement, whether made by Seller, any Affiliate of Seller, or any of their respective officers, directors, managers, employees or agents. Except for the representations and warranties contained in this Agreement, Seller disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement or information made, communicated or furnished (orally or in writing) to Buyer or any of its Affiliates or any of its officers, directors, managers, employees or agents (including any opinion, information, projection or advice that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant or representative of Seller, or any of its Affiliates).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Organization; Existence. Buyer is a limited liability company duly formed and validly existing under the Laws of the State of Nevada. Buyer has all requisite power and authority to own and operate its property (including, at Closing, the Assets) and to carry on its business as now conducted. By Closing, Buyer will be duly licensed or qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which such qualification is required by Law, except where the failure to qualify or be in good standing would not have a material adverse effect upon the ability of Buyer to consummate the transactions contemplated by this Agreement.

4.2 Authorization. Buyer has full power and authority to enter into and perform this Agreement to which it is a party and the transactions contemplated herein and therein. The execution, delivery and performance by Buyer of this Agreement has been, and the execution, delivery and performance by Buyer of all other documents delivered pursuant to this Agreement will be when delivered, duly and validly authorized and approved by all necessary corporate action on the part of Buyer. Assuming the due authorization, execution and delivery by the other parties to such documents, this Agreement constitutes, and the other documents delivered pursuant to this Agreement to which Buyer is a party will constitute, Buyer’s legal, valid and binding obligations, enforceable against Buyer in accordance with their respective terms, subject however to the effects of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and similar Laws relating to or affecting creditors’ rights, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

4.3 No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated herein will not (a) conflict with or result in a breach of any provisions of the organizational or other governing documents of Buyer, or (b) violate any Law applicable to Buyer or any of its property.

4.4 Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to Buyer’s knowledge, threatened in writing against Buyer.

4.5 Litigation. There is no investigation, suit, action or litigation by any Person or by or before any Governmental Authority, and no legal, administrative or arbitration proceedings pending, or to Buyer’s Knowledge, threatened against Buyer, or to which Buyer is a party, that would affect the ability of Buyer to consummate the transactions contemplated by this Agreement.

4.6 Financing. Buyer has access to, and shall have as of the Closing Date, sufficient funds to pay the Purchase Price and otherwise consummate the transactions contemplated by this Agreement.

4.7 Independent Evaluation. Buyer is sophisticated in the evaluation, purchase and ownership of oil and gas properties and related facilities. In making its decision to enter into this Agreement and to consummate the transaction contemplated herein, Buyer (a) has relied or shall rely solely on its own independent investigation and evaluation of the Assets and the advice of its own legal, tax, economic, environmental, engineering, geological and geophysical advisors and the express provisions of this Agreement and not on any comments, statements, projections or other materials made or given by any representatives, consultants or advisors of Seller, and (b) has satisfied or shall satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Assets. Buyer shall have until the Outside Termination Date to complete its evaluation of the Assets and may provide written notice to the Seller prior to the Outside Termination Date if Buyer identifies within the evaluation period that Seller does not have marketable title to a material portion of the Wells and the Leases; provided that Customary Post-Closing Consents and Seller’s litigation relating to the wellbores on Exhibit C shall not constitute failure to have marketable title to any Wells or Leases. Seller shall have the opportunity to cure any such identified title issue(s) within thirty (30) days of being provided such written notice or Seller may terminate this Agreement by providing a written notice of termination. If Seller does not terminate the Agreement and is unable to cure such title issue(s) within such period then Buyer may terminate this Agreement by providing a written notice of termination following such cure period.

4.8 Brokers’ Fees. Buyer has incurred no liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Seller shall have any responsibility.

4.9 Accredited Investor. Buyer is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended, and will acquire the Assets for its own account and not with a view to a sale or distribution thereof in violation of such Law and the rules and regulations thereunder, any applicable state blue sky Laws or any other applicable securities Laws.

ARTICLE V

ACCESS / CONFIDENTIALITY

5.1 Access. From and after the Execution Date and up to and including the Closing Date (or earlier termination of this Agreement), but subject to the other provisions of this Agreement (including this Section 5.1) and obtaining any required consents of third parties (with respect to which consents Seller shall use its commercially reasonable efforts to obtain), Seller shall afford to Buyer, its Affiliates and its and their officers, employees, agents, accountants, attorneys, investment bankers, consultants and other authorized representatives (collectively, “Buyer’s Representatives”) reasonable access, during normal business hours, to all Records in Seller’s or any of its Affiliates’ possession. Seller shall also make available to Buyer and Buyer’s Representatives, upon reasonable notice during normal business hours, Seller’s personnel knowledgeable with respect to the Assets in order that Buyer may make such diligence investigation as Buyer considers necessary or appropriate. All investigations and due diligence conducted by Buyer or any Buyer’s Representative shall be conducted at Buyer’s sole cost, risk and expense; and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment.

5.2 Confidentiality. The Parties shall keep the terms of this Agreement and any non-public information or documents obtained in connection with the due diligence permitted hereby confidential and not disclose the terms hereof or thereof to any third party other than each Party’s Affiliates except with the prior written consent of the other Party, which consent shall not be unreasonably withheld. There shall be no public press releases or other public or third party announcements or disclosures by either Party with respect to the Purchase Price, price per net acre, or any other basis or amounts paid under this Agreement. Notwithstanding the foregoing, if required by Laws or judicial or administrative order or process, a Party may disclose the existence or terms of this Agreement and other information and documents required to be held confidential hereunder to the extent, and only to the extent, necessary to comply with such Laws or judicial or administrative order or process. The disclosing Party shall promptly notify the non-disclosing Party of such required disclosure and shall request that confidential treatment be afforded any such disclosed information.

5.3 Disclaimers.  

ARTICLE VI

TITLE MATTERS

6.1 Seller’s Title. Except for the special warranty of title in the Assignment, Seller makes no warranty or representation, express, implied, statutory or otherwise with respect to its title to any of the Assets.

ARTICLE VII

CERTAIN AGREEMENTS

7.1 Conduct of Business. Except (x) as expressly contemplated by this Agreement or (y) as expressly consented to in writing by Buyer, Seller agrees that from and after the Execution Date up to Closing:

(i) terminate (unless such Lease terminates pursuant to its stated terms) or materially amend the terms of any Lease;

(ii) transfer, sell or dispose of the interest in any Lease that is to be conveyed to Buyer at Closing;¹

(iii) commit to do any of the foregoing; or

(iv) fail to conduct its business with respect to the Assets diligently and in accordance with its ordinary course.

7.2 Governmental Bonds. Buyer acknowledges that none of the bonds, letters of credit and guarantees, if any, posted by Seller or its Affiliates with Governmental Authorities and relating to the Assets are transferable to Buyer. At or prior to Closing, Buyer, with the assistance and cooperation of Seller, shall deliver to Seller evidence of the posting of bonds or other security with all applicable Governmental Authorities meeting the requirements of such Governmental Authorities to own its interest the Assets.

7.3 Notifications. If Buyer develops or possesses information that leads it to believe that Seller may have breached a representation, warranty, covenant or other agreement contained in this Agreement, Buyer shall promptly inform Seller of such potential breach so that Seller may attempt to remedy or cure such breach prior to Closing. The provisions of this Agreement relating to representations, warranties, indemnities and agreements of the Parties shall not be altered or modified by Buyer’s knowledge or Seller’s Knowledge, as applicable, of any event or Buyer’s or Seller’s review of any documents or other matters except as expressly provided herein to the contrary.

7.4 Survival. The representations and warranties of Seller and Buyer shall survive the Closing indefinitely. The obligations of Buyer with respect to the amounts held in the escrow account, and the other agreements and covenants of Buyer and Seller, shall survive the Closing indefinitely.

ARTICLE VIII

CONDITIONS TO CLOSING

8.1 Buyer’s Conditions to Closing. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or waiver by Buyer) on or prior to the Closing of each of the following conditions:

8.2 Seller’s Conditions to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or waiver by Seller) on or prior to the Closing of each of the following conditions:

ARTICLE IX

CLOSING

9.1 Date of Closing. Subject to the conditions stated in this Agreement, the transfer by Seller and the acceptance by Buyer of the Assets (the “Closing”) shall occur on the date the Parties shall agree but on or before the Outside Termination Date or, if later, five (5) Business Days after Seller’s cure pursuant to Section 4.7, or such other date as Buyer and Seller may agree upon in writing. The date when Closing actually occurs shall be the “Closing Date.”

9.2 Place of Closing. Closing shall be held at such location as Buyer and Seller may agree upon and include electronic transfer of signature pages and documents..

9.3 Closing Obligations. At Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:

9.4 Records. In addition to the obligations set forth under Section 9.3 above, as soon as reasonably practicable following Closing but in any event within 10 days following the Closing Date, Seller shall make available to Buyer, during normal business hours at Seller’s offices, such copies of the Records to which Buyer is entitled pursuant to the terms of this Agreement.

ARTICLE X

TERMINATION

10.1 Right of Termination. This Agreement and the transactions contemplated herein may be terminated at any time at or prior to Closing:

provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause 1 or 2 above if such Party or its Affiliates are at such time in material breach of any provision of this Agreement.

10.2 Effect of Termination. Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated pursuant to any provision of Section 10.1, then this Agreement shall forthwith become null and void and of no further force or effect, and no Party (nor any of its Affiliates, officers, directors, managers, members, partners, employees, agents or representatives) shall have any liability or obligation to any other Party under or arising out of this Agreement or the transactions contemplated hereby, whether at law or in equity, in contract, tort or otherwise, except that (a) the provisions of Section 5.2 (Confidentiality), Section 5.3 (Disclaimers), this Section 10.2 (Effect of Termination), Section 10.3 (Return of Documentation), Article XI (Miscellaneous), and the defined terms used in each of the foregoing, shall survive termination, and (b) nothing in this Section 10.2 shall relieve any Party of liability for actual fraud (excluding, for the avoidance of doubt, constructive fraud or fraud based on negligence or recklessness) committed prior to termination. For the avoidance of doubt: (i) neither Party shall be entitled to specific performance, injunctive relief or any other equitable remedy in connection with any termination of this Agreement; (ii) neither Party shall be entitled to consequential, incidental, indirect, special, exemplary or punitive damages, lost profits, diminution in value, or damages calculated as a multiple of earnings or cash flow; (iii) in no event shall Buyer or its Affiliates have any liability of any kind for termination pursuant to Section 10.1(c), (d), (e), (f), (g) or 10.1(h), and Seller irrevocably waives all rights and remedies (whether at law, in equity, by statute or otherwise) that Seller might otherwise have against Buyer or any of its Affiliates in respect of such termination; (iv) Buyer shall not be required to post any bond, deposit or other security in connection with any exercise of its termination rights hereunder; and (v) Seller’s sole and exclusive remedy for any breach by Buyer of its obligations under this Agreement occurring prior to Closing (other than as a result of Buyer’s actual fraud) shall be to terminate this Agreement pursuant to Section 10.1(a), without any further recourse.

10.3 Return of Documentation and Confidentiality. Upon termination of this Agreement, Buyer shall return to Seller all title, engineering, geological and geophysical data, environmental assessments or reports, maps and other information furnished by Seller to Buyer or, if not destroyed by Buyer, prepared by or on behalf of Buyer in connection with its due diligence investigation of the Assets, and an officer of Buyer shall certify same to Seller in writing.

ARTICLE XI

MISCELLANEOUS

11.1 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party, including by facsimile or electronically, shall be deemed an original signature hereto.

11.2 Notices. All notices and communications required or permitted to be given hereunder shall be sufficient in all respects if given in writing and delivered personally, or sent by bonded overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid, or sent by electronic mail (provided any such electronic mail is confirmed either orally or by written confirmation, and provided further that any notice of any breach or default of this Agreement may not be delivered by electronic mail), addressed to the appropriate Party at the address for such Party shown below or at such other address as such Party shall have theretofore designated by written notice delivered to the Party giving such notice:

If to Seller:

The Pfanenstiel Company, LLC

PO Box 12928

Oklahoma City, Oklahoma 73157

Attention: Paul E. Kloberdanz, Jr.

Email: pauljr@arapahoeresources.com

With a copy to:

McAfee & Taft A Professional Corporation

Eighth Floor, Two Leadership Square

211 N. Robinson Street

Oklahoma City, Oklahoma 73102

Attn: T. Michael Blake

E-mail: mike.blake@mcafeetaft.com

If to Buyer:

Callan JMB, Inc.

244 Flightline Drive

Spring Branch, TX 78070

Attn: Wayne Williams

E-mail: WWilliams@colchain-tech.com_

With a copy to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 26^th Floor

New York, NY 10036

Attn: Ross D. Carmel, Esq.

E-mail. rcarmel@srfc.law

Any notice given in accordance herewith shall be deemed to have been given when 1. delivered to the addressee in person or by courier with written receipt confirmation, 2. sent by electronic mail during normal business hours, or 3. upon actual receipt by the addressee after such notice has either been delivered to an overnight courier or deposited in the United States Mail, as the case may be. The Parties may change the address or electronic mail address to which such communications are to be addressed by giving written notice to the other Parties in the manner provided in this Section 11.2.

11.3 Expenses. All fees, costs and expenses incurred by the Parties in connection with this Agreement shall be paid by the Party incurring the same, including investment banking, broker, finder, financial advisor, legal and accounting fees, costs and expenses.

11.4 Waivers; Rights Cumulative. Any of the terms, covenants or conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of any Party or its respective officers, employees, agents or representatives, and no failure by a Party to exercise any of its rights under this Agreement shall, in either case, operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of the Parties under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.

11.5 Relationship of the Parties. The rights, duties, obligations and liabilities of the Parties under this Agreement shall be individual, not joint or collective. It is not the intention of the Parties to create, and this Agreement shall not be deemed or construed to create, a mining or other partnership, joint venture or association or a trust. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries.

11.6 Entire Agreement; Conflicts. THIS AGREEMENT, THE EXHIBITS, SCHEDULES AND APPENDICES HERETO COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. THERE ARE NO WARRANTIES, REPRESENTATIONS OR OTHER AGREEMENTS AMONG THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND NO PARTY SHALL BE BOUND BY OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT OR STATEMENTS OF INTENTION NOT SO SET FORTH. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE TERMS AND PROVISIONS OF ANY EXHIBIT HERETO; THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL GOVERN AND CONTROL; PROVIDED, HOWEVER, THAT THE INCLUSION IN ANY OF THE EXHIBITS HERETO OF TERMS AND PROVISIONS NOT ADDRESSED IN THIS AGREEMENT SHALL NOT BE DEEMED A CONFLICT, AND ALL SUCH ADDITIONAL PROVISIONS SHALL BE GIVEN FULL FORCE AND EFFECT.

11.7 Governing Law. THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. ALL OF THE PARTIES CONSENT TO THE EXERCISE OF JURISDICTION IN PERSONAM BY THE COURTS OF THE STATE OF TEXAS FOR ANY DISPUTE. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE.

11.8 Filings, Notices and Certain Governmental Approvals. Promptly after Closing, Buyer shall (a) record the Assignments and all state/federal assignments executed at Closing in all applicable real property records and/or, if applicable, all state or federal agencies, (b) actively pursue the approval of all applicable Governmental Authorities of the assignment of the Assets to Buyer and (c) actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets to Buyer that shall not have been obtained prior to Closing. Buyer obligates itself to take any and all action required by any Governmental Authority in order to obtain such unconditional approval, including but not limited to, the posting of any and all bonds or other security that may be required in excess of any existing bond.

11.9 Amendment. This Agreement may be amended only by an instrument in writing executed by all of the Parties and expressly identified as an amendment or modification hereof.

11.10 Parties in Interest. Nothing in this Agreement shall entitle any Person other than the Parties to any claim, cause of action, remedy or right of any kind.

11.11 Successors and Permitted Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

11.12 Representations Survival. The representations of the Parties contained in this Agreement, other than those relating to the Purchase Price, shall not survive Closing.

11.13 Time is of the Essence Time is of the essence with respect to each of the Parties’ respective obligations and rights in this Agreement, including, without limitation, the delivery of any notice that is required or may be given pursuant to this Agreement, the consummation of the sale of the Assets by the Closing Date (or by the delayed Closing Date, as applicable) and the obligations of Buyer relating to the Purchase Price. However, if the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) is the next day which is a Business Day.

11.14 Specific Performance. Without limitation of any other provision in this Agreement, each Party acknowledges that an award of damages for failure to comply with this Agreement would not be an adequate remedy for the Party attempting to enforce this Agreement, and accordingly the parties expressly authorize any such Party to bring an action against any other party to compel specific performance of its obligations to comply with such provisions without the necessity of posting bond or other security in connection therewith. The remedy of specific performance shall be the sole remedy of each of Buyer and Seller hereunder.

11.15 Assignment. No Party may assign all or any part of this Agreement, nor may any Party assign or delegate any of its rights or duties hereunder, without the prior written consent of the other Party. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

11.16 Preparation of Agreement. Both Seller and Buyer and their respective counsel participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, no presumption shall arise based on the identity of the draftsman of this Agreement.

11.17 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives on and as of the Execution Date.

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT

Annex I

Definitions

“Affiliate” means, with respect to any Party, a Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such Party.

“AFE” means an authorization for expenditure.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Assets” means Seller’s right, title and interest in and to the following from and after the Effective Time: (a) fifty percent (50%) of Seller’s interest in the oil and gas leases described on Exhibit A (the “Leases”); (b) fifty percent (50%) of Seller’s interest in the oil, gas, casinghead gas, coal bed methane, condensate and other gaseous and liquid hydrocarbons or any combination thereof, sulphur extracted from hydrocarbons and all other lease substances (“Hydrocarbons”) under the Leases and that may be produced and saved under or otherwise be allocated or attributed to the Leases; (c) fifty percent (50%) of Seller’s interest in the oil, gas, water or injection wells located on Leases or Units, whether producing, shut-in or temporarily abandoned, including those described on Exhibit B (the “Wells”) and including fifty percent (50%) of Seller’s interest in the personal property, equipment, fixtures and improvements used in connection therewith; (d) fifty percent (50%) of Seller’s interest in the unitization, pooling and communitization agreements, declarations, orders and the units created thereby relating to the properties and interests described in clauses (a) through (c) or to the production, gathering, treatment, processing, storage, sale, disposal and other handling of Hydrocarbons, if any, attributable to said properties and interests; (e) fifty percent (50%) of Seller’s interest in all equipment, machinery, fixtures and other tangible personal property and improvements located on or used or held for use in connection with the operation of the interests described in clauses (a) through (d) or the production, gathering, treatment, processing, storage, sale, disposal, and other handling of Hydrocarbons attributable thereto, including any wells, tanks, boilers, buildings, fixtures, injection facilities, saltwater disposal facilities, compression facilities, pumping units and engines, platforms, flow lines, pipelines, gathering systems, gas and oil treating facilities, machinery, power lines, telephone and telegraph lines, roads, and other appurtenances, improvements and facilities (all of the foregoing, collectively, the “Equipment”); (f) fifty percent (50%) of Seller’s interest in all surface leases, permits, rights-of-way, licenses, easements and other surface rights agreements used in connection with the production, gathering, treatment, processing, storage, sale, disposal and other handling of Hydrocarbons or produced water from the interests described in clauses (a) through (e) (collectively, the “Surface Contracts”); (g) fifty percent (50%) of Seller’s interest in all existing contracts and effective sales, purchase contracts, operating agreements, exploration agreements, development agreements, balancing agreements, farmout agreements, service agreements, transportation, processing, treatment or gathering agreements, equipment leases and other contracts, agreements and instruments, insofar as they directly relate to the properties and interests described in clauses (a) through (f) (collectively, the “Contracts”); and (h) copies of all the files, records and data relating to the items described in clauses (a) through (g) above, which records shall include, without limitation: lease records, well records, division order records, well files, title records (including abstracts of title, title opinions and memoranda, and title curative documents), (collectively, the “Records”).

“Assignment” means the Assignment from Seller to Buyer, pertaining to the Assets, satisfactory in form to the parties hereto.

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks in Oklahoma are generally open for business.

“Buyer” has the meaning set forth in the preamble to this Agreement.

“Buyer’s Representatives” has the meaning set forth in Section 5.1(a)

“Casualty” means a lightning, earthquake, wind, storm, flood or drought, or other act of God, or fire, explosion, condemnation, or exercise of any right of eminent domain resulting in material damage to or loss of an Asset with a value to Buyer’s interest of at least [$200,000]. A Casualty does not include depletion due to normal production and depreciation, failure of equipment or casing, or loss of ability to profitably market hydrocarbons.

“Closing” has the meaning set forth in Section 9.1.

“Closing Date” has the meaning set forth in Section 9.1.

“Code” means the Internal Revenue Code of 1986, as amended.

“Contract” has the meaning set forth in the definition of “Assets” above.

“Control” and its derivatives mean, with respect to any Person, the possession, directly or indirectly, of the power to exercise or determine the voting of more than 50% of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than 50% of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Customary Post-Closing Consents” means those consents and approvals from Governmental Authorities for the assignment of the Assets to the Buyer that are customarily obtained after the assignment of properties similar to the Assets.

“Effective Time” means the time immediately after the Closing has been consummated.

“Encumbrance” means a mortgage, lien, security interest, pledge, charge or other encumbrance, and “Encumber” and other similar derivatives shall be construed accordingly.

“Equipment” has the meaning set forth in the definition of “Assets” above.

“Excluded Assets” means: (i) those wellbores described on Exhibit C together with all associated leasehold and related interests attributable thereto; (ii) all trade credits, all accounts, receivables and all other proceeds, income or revenues attributable to the Assets prior to the Effective Time; (ii) all Hydrocarbons produced and sold from the Assets with respect to all periods prior to the Effective Time; (iv) all audit rights with respect to any period prior to the Effective Time; and (v) all other assets of Seller not specifically included in the definition of Assets.

“Execution Date” has the meaning set forth in the preamble to this Agreement.

“Governmental Authority” means any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitle to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

“Hydrocarbons” has the meaning set forth in the definition of “Assets” above.

“Knowledge” means with respect to Seller, the actual knowledge of Paul E. Kloberdanz, Jr. and with respect to Buyer, the actual knowledge of Wayne Williams.

“Laws” means any constitution, decree, resolution, law, statute, act, ordinance, rule, directive, order, treaty, code or regulation and any injunction or final non-appealable judgment or any interpretation of the foregoing, as enacted, issued or promulgated by any Governmental Authority.

“Leases” has the meaning set forth in the definition of “Assets” above.

“Outside Termination Date” has the meaning set forth in Section 10.1(a).

“Party” and “Parties” have the meanings set forth in the preamble to this Agreement.

“Permitted Encumbrances” means:

(a) lessor’s royalties, non-participating royalties, overriding royalties, reversionary interests and similar burdens upon, measured by or payable out of production;

(b) liens for Taxes or assessments not yet due or delinquent;

(c) Customary Post-Closing Consents;

(d) all applicable Laws, and rights reserved to or vested in any Governmental Authority (i) to control or regulate any Asset in any manner; (ii) by the terms of any right, power, franchise, grant, license or permit, or by any provision of Law, to terminate such right, power, franchise grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a buyer of any of the Assets; (iii) to use such property in a manner which does not materially impair the use of such property for the purposes for which it is currently owned and operated and (iv) to enforce any obligations or duties affecting the Assets to any Governmental Authority, with respect to any franchise, grant, license or permit;

(e) rights of a common owner of any interest in rights-of-way or easements currently held by Seller and such common owner as tenants in common or through common ownership to the extent that the same does not materially impair the use or operation of the Assets as currently used and operated;

(f) easements, conditions, covenants, restrictions, servitudes, permits, rights-of-way, surface leases and other rights in the Assets for the purpose of surface operations, roads, alleys, highways, railways, pipelines, transmission lines, transportation lines, distribution lines, power lines, telephone lines and removal of timber, grazing, logging operations, canals, ditches, reservoirs and other like purposes, or for the joint or common use of real estate, rights-of-way, facilities and equipment, (in each case) that do not materially impair the use, ownership or operation of the Assets (as currently owned and operated);

(g) zoning and planning ordinances and municipal regulations;

(h) vendors, carriers, warehousemen’s, repairmen’s, mechanics, workmen’s, materialmen’s, construction or other like Encumbrances arising by operation of Law in the ordinary course of business or incident to the construction or improvement of any property in respect of obligations that are not yet due;

(i) Encumbrances created under Leases and/or joint operating agreements applicable to the Assets or by operation of Law in respect of obligations that are not yet due;

(j) any Encumbrance affecting the Assets which is discharged by Seller at or prior to Closing; and

(k) the Leases and all other Encumbrances, joint operating agreements applicable to the Assets, agreements, instruments, obligations, defects and irregularities affecting the Assets that (in each case) do not materially impair the use, ownership or operation of the Assets (as currently owned and operated).

“Person” means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or any other entity.

“Purchase Price” has the meaning set forth in Section 2.2.

“Records” has the meaning set forth in the definition of “Assets” above.

“Seller” has the meaning set forth in the preamble to this Agreement.

“Supplemental Payment” has the meaning set forth in Section 2.2.

“Surface Contracts” has the meaning set forth in the definition of “Assets” above.

“Taxes” shall mean any and all federal, state, local, foreign and other taxes or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, profit share, license, lease, service, service use, value added, withholding, payroll, employment, excise, estimated severance, stamp, occupation, premium, property, windfall profit or other taxes of any kind whatsoever, together with any interests, penalties, additions to tax, fines or other additional amounts imposed thereon or related thereto, and the term “Tax” means any one of the foregoing Taxes.

“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Internal Revenue Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar, substitute, proposed or final Treasury Regulations.

“Well” has the meaning set forth in the definition of “Assets” above.

EXHIBIT A

Leases

SCHEDULE OF LEASES (GROSS ACRES)