PURCHASE AND SALE AGREEMENT

EX-10.41 8 v309061_ex10-41.htm EXHIBIT 10.41

This Purchase and Sale Agreement (this “Agreement”), dated as of November 15, 2011 (the “Execution Date”), is among American Eagle Energy Inc., a Nevada corporation, whose address is 27 North 27th Street, Suite 21G, Billings, Montana 59101 (“AEE”), Eternal Energy Corp., a Nevada corporation, whose address is 2549 W. Main Street, Suite 202, Littleton, Colorado 80120 (“Eternal”), and NextEra Energy Gas Producing, LLC, a Delaware limited liability company, whose address is 1000 Louisiana Street, Suite 5550, Houston, Texas 77002 (“Buyer”). Eternal and AEE are sometimes referred to herein individually as a “Seller” and collectively as “Sellers”. Sellers and Buyer are sometimes referred to herein as a “Party” or the “Parties.”

RECITALS

A. AEE and Eternal jointly own certain rights and interests in, to and under the leasehold estates created by the oil and gas leases described in Part 1 of Exhibit A and Eternal owns certain rights and interests in, to and under the leasehold estates created by the oil and gas leases described in Part 2 of Exhibit A.

B. Sellers desire to sell and convey to Buyer and Buyer desires to purchase and acquire from Sellers an undivided 75% of each Seller’s right, title and interest in and to the Assets (as defined below).

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Sellers agree as follows:

ARTICLE 1

PURCHASE AND SALE

1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Buyer agrees to purchase and acquire from Sellers and Sellers agree to sell and convey to Buyer, all of Sellers’ right, title and interest in and to the Assets (as defined below), for the consideration specified in Article 2.

1.2 Assets. “Assets” shall mean an undivided 75% of each Seller’s right, title and interest in and to the following:

(a) The leasehold estates created by the oil and gas leases described in Exhibit A (the “Leases”), together with each and every kind and character of right, title, claim or interest which either Seller has in and to the lands described in Exhibit A or covered by the Leases (collectively, the “Lands”), even though Sellers’ interests therein or in the Lands may be incorrectly described or omitted from Exhibit A;

(b) Any and all leasehold interests and other rights, titles and interests of Sellers in and to any pooled acreage, communitized acreage or units arising on account of the Leases or the Lands having been pooled, communitized or unitized into such units (the “Unit Interests”);

(c) All oil wells and gas wells, water injection wells and other injection or disposal wells, temporarily abandoned and permanently plugged and abandoned wells, and all other wells of every nature and kind located on or attributable to the Leases or the Unit Interests (the “Wells,” and together with the Leases and the Unit Interests, the “Subject Oil and Gas Interests”);

(d) All oil, gas, well gas, casinghead gas, condensate, and all components of any of them (including liquids and products produced from any of them) (the “Hydrocarbons”), in each case, produced from or attributable to the Subject Oil and Gas Interests from and after the Effective Time (the “Conveyed Hydrocarbons”);

(e) The contracts and agreements described in Exhibit E (collectively, the “Applicable Contracts”);

(f) To the extent related to the use, ownership or operation of any of the Subject Oil and Gas Interests or any of the Equipment, (i) all easements, rights-of-way, servitudes, surface use agreements, surface leases and similar rights, obligations and interests and (ii) all permits, water rights (including water withdrawal, storage, discharge, treatment, injection and disposal rights), licenses, registrations, consents, orders, approvals, variances, exemptions, waivers, franchises, rights and other authorizations issued by any governmental authority;

(g) All equipment, machinery, fixtures, and other real, immovable, personal, movable and mixed property that is located on the Subject Oil and Gas Interests and used (or held for use) in connection with the use, ownership or operation of the Wells, including flow lines, pipelines, well pads, caissons, tank batteries, equipment inventory, improvements (collectively, the “Equipment”); and

(h) Copies of all files, records and data relating to the properties and interests described above, including all land, title, well and contract files, operations, accounting, environmental, production and tax records, and geological and geophysical data (collectively, the “Records”).

For the purposes of the Assignment, Exhibit A shall omit the following columns: “Rental Status,” “Lease Gross,” “Lease Net,” “LOR,” “ORRI,” “Working Interest” and “NRI.”

ARTICLE 2

PURCHASE PRICE

2.1 Purchase Price. The purchase price for the Assets shall be $15,660,015 (the “Purchase Price”), which represents a purchase price of $1,750 per Net Acre (the “Per Acre Price”), multiplied by the approximately 11,931.44 aggregate Net Acres covered by the Leases, multiplied by the 75% of Sellers’ right, title and interest being acquired by Buyer.

“Net Acre” shall mean (i) each Seller’s undivided interest in the leasehold estate created by the applicable Lease, multiplied by (ii) the number of acres covered by the Lease multiplied by (iii) the lessor’s percentage interest in the oil and gas mineral fee estate in the land covered by the Lease. “Allocated Value” with respect to a Lease shall mean an amount equal to the Per Acre Price multiplied by the number of Net Acres set forth in Exhibit A for such Lease.

2.2 Effective Time. The effective time of the transfer of the Assets for the purpose of allocating revenues and expenses shall be 7:00 a.m. local time where the Assets are located, on November 1, 2011 (the “Effective Time”).

2.3 Adjustments to Purchase Price. At Closing, the Purchase Price shall be adjusted according to this Section 2.3 without duplication as follows:

(a) Downward Adjustments: the Purchase Price shall be adjusted downward by an amount equal to:

(i) the sum of the Defect Values determined in accordance with Sections 4.5 and 4.7;

(ii) the sum of all Casualty Losses determined in accordance with Section 10.5;

(iii) the Per Acre Price (multiplied by the applicable amount of Net Acres excluded) of any Lease or portion thereof excluded from this Agreement pursuant to Section 10.6; and

(iv) any unpaid taxes for which Seller is responsible pursuant to Section 10.3.

(b) Upward Adjustments: the Purchase Price shall be adjusted upward by an amount equal to:

(i) the sum of the Benefit Values determined in accordance with Sections 4.6 and 4.7;

(ii) an amount equal to all capital expenses and other exploration or development expenditures that would be chargeable under an operating agreement with terms customary in the area incurred by Sellers after the Effective Time with respect to the Assets; and

(iii) any taxes for which Buyer is responsible pursuant to Section 10.3 and which have been paid by Seller.

2.4 Settlement Statements.

(a) Closing Settlement Statement. All such adjustments to be made to the Purchase Price at Closing shall be set forth on a “Closing Settlement Statement” which Sellers shall prepare and provide to Buyer at least two (2) Business Days before the Closing Date. “Business Day” shall mean any day other than a Saturday, Sunday or a day on which national banks are allowed by the Federal Reserve to be closed. The Purchase Price, as so adjusted, shall be paid at Closing and is referred to herein as the “Closing Amount.”

(b) Final Settlement Statement. As soon as reasonably practicable, but no later than the later of (i) ninety (90) days after Closing or (ii) the date that is ten (10) Business Days after the final resolution of any dispute under Section 4.7, Buyer shall deliver to Sellers a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price made pursuant to Section 2.3, along with reasonable supporting documentation, using the best information then available (including, to the extent possible, all actual amounts). For a period of thirty (30) days after receipt of the Final Settlement Statement (the “Audit Period”), Sellers and Buyer agree to cooperate and make available the necessary records to permit the Parties to conduct an audit and verification of the Final Settlement Statement. No later than the end of the Audit Period, Buyer and Sellers may deliver to the other Parties a written report containing any changes it proposes or cured objections identified in the Final Settlement Statement. Any matters covered by the Final Settlement Statement to which Buyer and Sellers do not object in writing by the end of the Audit Period shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or lawsuit. To the extent that the Final Settlement Statement deviates from the Closing Settlement Statement, the undisputed amounts will be paid by the applicable Party to the other Party within five (5) Business Days of the end of the Audit Period (in the amounts and percentages set out on the Closing Settlement Statement). The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after the end of the Audit Period to resolve any such disputes. If the Parties fail to agree on final adjustments within fifteen (15) days after such meeting, either Party may submit the disputed items to the Denver, Colorado office of PricewaterhouseCoopers LLP, or another nationally recognized, reputable accounting firm having an office in Denver, Colorado, or otherwise located near the vicinity of the Properties on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve all outstanding disputes relating to the Final Settlement Statement within thirty (30) days after its receipt of all relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by the Parties with respect to the Final Settlement Statement and may not award damages or penalties to either Party with respect to any matter. Sellers (on the one hand) and Buyer (on the other hand) shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or lawsuit. Payment by Buyer or Sellers, as applicable, for any disputed amount on the Final Settlement Statement shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the Parties, or (ii) the date the Parties receive the Accounting Referee’s decision.

ARTICLE 3

BUYER’S INSPECTION

3.1 Access to Records. Until Closing, Eternal will make available to Buyer and its representatives at Eternal’s office during Eternal’s normal business hours, the Records in Sellers’ possession or control relating to the Assets for the purpose of permitting Buyer to perform its due diligence review.

3.2 No Representation or Warranty. Except as provided in Section 5.6, Sellers make no representation or warranty as to the accuracy or completeness of the Records. Buyer agrees that any conclusions drawn from such Records shall be the result of its own independent review and judgment.

ARTICLE 4

TITLE MATTERS

4.1 Defensible Title. The term “Defensible Title” with respect to a Lease means such title of Sellers in and to the Leases that: (i) results in Sellers owning that number of Net Acres with respect to the Lease equal to the number of Net Acres for the Lease set forth in Exhibit A, (ii) entitles Sellers to a net revenue interest in the Lease (“NRI”) not less than the NRI set forth for such Lease in Exhibit A, (iii) entitles Sellers to a working interest in the lands described in the Lease (“WI”) not more than the WI set forth for such Lease in Exhibit A, and (iv) subject to and except for Permitted Encumbrances, is free and clear of all liens, security interests, encumbrances, claims, and any other defects.

4.2 Permitted Encumbrances. The term “Permitted Encumbrances” shall mean:

(a) lessors’ royalties, overriding royalties, net profits interests, production payments, reversionary interests and similar burdens if the cumulative effect thereof does not operate to reduce the NRI for the affected Lease below the NRI set forth for such Lease in Exhibit A;

(b) all rights to consent by, required notices to, filings with, or other actions by federal, state or local governmental bodies, in connection with the conveyance of the applicable Lease if the same are customarily sought after Closing;

(c) rights of reassignment contained in any agreement providing for reassignment upon the surrender or expiration of any Leases;

(d) easements, rights-of-way, servitudes, permits, surface leases and other rights with respect to surface operations, on, over or in respect of any of the Leases or any restriction on access thereto that do not materially interfere with the operation, value or ownership of the affected Lease;

(e) the terms and conditions of the Leases;

(f) liens created under deeds of trust, mortgages and similar instruments by the lessor under a Lease covering the lessor’s surface and mineral interests in the land covered thereby that have been fully subordinated to the applicable Lease and that would customarily be accepted by the original lessee in acquiring oil and gas leases or purchasing undeveloped oil and gas leases;

(g) liens created under deeds of trust, mortgages and similar instruments by the lessor under a Lease covering the lessor’s surface and mineral interests in the land covered thereby that have not been subordinated to the applicable Lease, which would customarily be accepted by the original lessee in acquiring oil and gas leases or purchasing undeveloped oil and gas leases and for which the lessee would not customarily seek a subordination of such lien to the oil and gas leasehold estate when obtaining such lease; provided, however, the foregoing shall not be a Permitted Encumbrance with respect to Leases (i) on which drilling activities are being, or have been, conducted or have been proposed, (ii) which are pooled with other leases or lands on which drilling activities are being, or have been, conducted or have been proposed or (iii) with respect to which either Seller is a lessor;

(h) such other matters and irregularities affecting the Assets as are customarily accepted by a prudent oil and gas company in acquiring or purchasing undeveloped oil and gas fee leases in the area where the Leases are located, recognizing that the lessee would customarily seek to cure certain of these matters after acquiring the lease and paying lease bonuses, but prior to conducting drilling activities on the Leases; provided, however, the foregoing shall not be a Permitted Encumbrance with respect to Leases (i) on which drilling activities are being, or have been, conducted or have been proposed or (ii) which are pooled with other leases or lands on which drilling activities are being, or have been, conducted or have been proposed;

(i) liens for taxes or assessments not yet due and delinquent or, if delinquent, that are being contested in good faith in the normal course of business;

(j) rights reserved to or vested in any federal, state, local, or tribal governmental body, authority or agency to control or regulate any of the Assets in any manner; and all applicable laws, rules, regulations and orders of general applicability in the area of the Assets;

(k) defects in the early chain of title consisting of the mere failure to recite marital status in a document or omissions of successors of heirship proceedings, unless Buyer provides evidence that such failure or omission has resulted in another party’s colorable claim of title to the relevant Asset; provided, however, that no such defect shall constitute a Permitted Encumbrance to the extent it results in Sellers owning a number of Net Acres in a Lease which is less than the number of Net Acres set forth on Exhibit A for such Lease;

(l) defects arising out of lack of corporate authorization unless Buyer provides evidence that such corporate action was not authorized and results in another party’s colorable claim of title to the Asset;

(m) defects based solely on lack of information in Sellers’ files; provided, however, that any fact, circumstance or condition constituting the missing information or any part thereof shall not constitute a Permitted Encumbrance; and

(n) defects arising out of lack of survey, unless a survey is required by applicable laws or regulations.

4.3 Title Defect. The term “Title Defect” means with respect to a Lease any lien, encumbrance, adverse claim, default, expiration, failure, defect in or objection to real property title, other than Permitted Encumbrances, that alone or in combination with other defects renders Sellers’ title to the Lease less than Defensible Title.

4.4 Defect Value. “Defect Value” means the following:

(a) If the Title Defect is a lien, security interest, encumbrance, claim, or any other defect (other than those defects described in items (b) through (e) below, which shall be handled in accordance with such items), in each case other than a Permitted Encumbrance, the Defect Value shall be the cost of removing such defect, not to exceed the Allocated Value of the affected Lease.

(b) [*].

(c) If (i) the Title Defect is an actual reduction in NRI below the NRI for the affected Lease set forth in Exhibit A, and (ii) there is not an actual reduction in the WI for such Lease below the WI for such Lease set forth in Exhibit A in the same or greater proportion than the reduction in NRI for such Lease, then the Defect Value shall be an amount equal to the reduction in value of the Lease based upon Buyer’s economic modeling.

(d) If the Title Defect is an actual increase in WI above the WI for the affected Lease set forth in Exhibit A, without a corresponding increase in NRI for the affected Lease, then the Defect Value shall be an amount equal to the reduction in value of the Lease based upon Buyer’s economic modeling.

(e) If the Title Defect is that the actual Net Acres covered by the Lease is less than the number of Net Acres set forth in Exhibit A for such Lease, the Defect Value shall be an amount equal to such difference in Net Acres multiplied by the Per Acre Price.

[*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

4.5 Title Defects. On or before [*] (the “Title Notice Date”), Buyer shall deliver to Sellers a written notice of Title Defects (the “Title Defect Notice”) describing in reasonable detail (a) each Title Defect, (b) the basis of each Title Defect and (c) Buyer’s good faith estimate of the Defect Value associated with each Title Defect. The failure of Buyer to timely notify Sellers of a Title Defect on the Title Notice Date shall be deemed a waiver by Buyer of such Title Defect. If the Assets are affected by Title Defects, the Purchase Price at Closing will be reduced under Section 2.3 by the amount of the Defect Values contained within the Title Defect Notice (subject to adjustment in accordance with Section 4.7), unless with respect to a Title Defect: (i) Buyer agrees to waive the Title Defect, or (ii) Sellers cure the Title Defect on or before 5:00 p.m. Mountain Time three (3) days before Closing.

4.6 Title Benefits. In the event that (A) the Net Acres covered by the Leases exceeds the aggregate number of Net Acres set forth in Exhibit A (with respect to each Lease, the “Positive Acreage Variance”) and (B) the NRI for such Lease is not less than the NRI for such Lease set forth in Exhibit A, such condition shall be deemed to be a “Title Benefit”. The value associated with any Title Benefit shall be the Per Acre Price multiplied by the Positive Acreage Variance for each Lease subject to a Title Benefit (the “Benefit Value”). Sellers shall notify Buyer in writing of any Title Benefit by the Title Defect Date (the “Title Benefit Notice”). Such written notice shall include a detailed description of the Title Benefit and the associated Benefit Value. The failure of Sellers to timely notify Buyer of a Title Benefit by the Title Notice Date shall be deemed a waiver by Sellers of such Title Benefit. If the Assets are affected by Title Benefits, the Purchase Price at Closing will be increased under Section 2.3 by the amount of the Benefit Values contained within the Title Benefit Notice (subject to adjustment in accordance with Section 4.7).

4.7 Unresolved Title Disputes.

(a) If the Sellers dispute any Title Defect claimed by Buyer in accordance with Section 4.5 regarding (i) the existence and scope of a Title Defect, (ii) the amount of the Defect Value, or (iii) the adequacy of Sellers’ Title Defect curative materials (in each case (i) through (iii), a “Title Defect Dispute”), then the Sellers shall notify the Buyer in writing within two (2) Business Days prior to the Closing Date (such notice, the “Sellers Rebuttal”). Sellers Rebuttal shall include a statement of reasons as to why the Buyer’s Title Defect is incorrect. Any Title Defect proposed by Buyer which Seller does not dispute as provided in this Section 4.7(a) shall be deemed to be agreed to by the Parties.

(b) If the Buyer disputes any Title Benefit claimed by Sellers in accordance with Section 4.6 regarding (i) the existence and scope of a Title Benefit, or (ii) the amount of the Benefit Value (in each case (i) through (ii), a “Title Benefit Dispute” and, together with a Title Defect Dispute, a “Title Dispute”), then the Buyer shall notify the Sellers in writing within two (2) Business Days prior to the Closing Date (such notice, the “Buyer Rebuttal”). Buyer Rebuttal shall include a statement of reasons as to why the Buyer’s Title Benefit is incorrect. Any Title Defect proposed by Buyer which Seller does not dispute as provided in this Section 4.7(b) shall be deemed to be agreed to by the Parties.

(c) On the Closing Date, any Lease(s) affected by a Title Dispute shall be conveyed by Sellers to Buyer at Closing and the Purchase Price shall be reduced and/or increased, as applicable, in accordance with Sections 4.5 and 4.6. If the Parties are unable to resolve any Title Dispute that is outstanding on the Closing Date within ten (10) days following Closing, either Party may submit, by no later than sixty (60) days following the Post-Closing Diligence Period, such Title Dispute to a title referee agreed upon by Sellers and Buyer who shall be neutral, not represent or have recently represented either Party and shall be an attorney with at least ten years of experience in oil and gas law (the “Title Valuation Referee”). The Parties shall direct the Title Valuation Referee to resolve the applicable Title Dispute within thirty (30) days after its receipt of all relevant materials pertaining thereto, being in no event greater than forty-five (45) days after the referral of the matter to the Title Valuation Referee. The Title Valuation Referee shall act as an expert for the limited purpose of determining the specified disputed title and valuation matters submitted by either Party and may not award damages or penalties to either Party with respect to any other matter. Seller and Buyer shall share equally the Title Valuation Referee’s fees, costs and expenses. The determination of the Title Valuation Referee shall be made in writing, shall be binding upon and non-appealable by the Parties and shall not be subject to further review, audit or lawsuit. Upon the Title Valuation Referee’s determination of an adjustment to be made in association with a Title Dispute, such amount shall be used for the reduction or increase to be made to the Purchase Price in accordance with Section 2.3.

ARTICLE 5

SELLERS’ REPRESENTATIONS AND WARRANTIES

Each Seller with respect to itself, severally and not jointly, makes the following representations and warranties as of the Execution Date and the Closing Date:

5.1 Organization and Standing. Such Seller represents that it is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation as set forth above and is duly qualified to carry on its business in the State where the Leases are located.

5.2 Power. Such Seller has all requisite power and authority to carry on its business as presently conducted. The execution and delivery of this Agreement does not, and the fulfillment of and compliance with the terms and conditions hereof will not violate, or be in conflict with, any provision of such Seller’s governing documents, or any provision of any agreement or instrument to which such Seller is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to such Seller.

5.3 Authorization and Enforceability. This Agreement constitutes such Seller’s legal, valid and binding obligation, enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

5.4 Liability for Brokers’ Fees. Such Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Buyer shall have any responsibility whatsoever.

5.5 No Bankruptcy. There are no bankruptcy proceedings pending, being contemplated by or, threatened against such Seller.

5.6 Accuracy of the Records. Such Seller makes no representations regarding the accuracy or completeness of any of the Records; provided, however, such Seller does represent that, with regards to the Records relating to the Assets owned by such Seller (i) such Records are files, or copies thereof, that such Seller has used in the ordinary course of operating and owning the Leases, (ii) such Seller has made, or prior to Closing will make, such Records in its possession available to Buyer, (iii) such Seller has not intentionally withheld any of the Records from Buyer and (iv) such Seller has no knowledge that the Records are incomplete or inaccurate.

5.7 Qualified to Hold and Operate Leases. Such Seller is qualified under all applicable laws, rules and regulations to own the Assets, and AEE is qualified under all applicable laws, rules and regulations to operate the Assets.

5.8 Leases. The Leases have been maintained according to their terms and conditions, and to such Seller’s knowledge, no party to the Leases is in default, and the Leases are presently in full force and effect.

5.9 Rights in Third Parties. Except for this Agreement, the Applicable Contracts, the Joint Operating Agreement to be executed at Closing and as set forth on Schedule 5.9, to such Seller’s knowledge, the Assets are not subject to (i) any contract or agreement to which either Seller is a party, or (ii) any unrecorded contract or agreement to which a Seller is not a party, including, in each case (i) and (ii), any such operating agreement, exploration or participation agreement, sales contract or other agreement relating to the ownership, development, operation, sale or marketing thereof, and no person has any call upon, preferential right or option to purchase or similar rights with respect to the Assets or the Hydrocarbons produced therefrom. There are no consents required to assign (other than consents from federal and state governments and similar authorities that customarily are obtained following the consummation of transactions substantially similar to the transactions contemplated by this Agreement) that are applicable in connection with the transactions contemplated hereby.

5.10 Mortgages and Security Interests. There are no mortgages, deeds of trust, security interests or financing statements encumbering the Assets, except to the extent the same relates only to a Permitted Encumbrance.

5.11 Litigation. There is no suit, action, arbitration proceeding, or legal, administrative or other proceeding pending against such Seller or otherwise affecting the Assets that might (i) result in impairment or loss of such Seller’s title to any part of the Assets, (ii) hinder or impede such Seller’s ownership or operation of the Assets, or (iii) hinder or impede the ability of such Seller to consummate the transactions contemplated hereby; nor, to such Seller’s knowledge, is any such proceeding threatened.

5.12 Compliance with Law. Such Seller has not received a written notice of any violation of any statute, law, ordinance, regulation, permit, rule or order of any federal, state, tribal or local government or any other governmental department or agency, or any judgment, decree or order of any court, applicable to the Assets, which remains uncured.

5.13 No Production or Drilling. To such Seller’s knowledge, there has been no production of oil, gas or other lease substances from or attributable to the Leases, and no operations for the drilling of a well have been conducted on the Lands.

5.14 Taxes. During such Seller’s ownership of the Assets, all federal, state and local ad valorem, property, production, severance and similar taxes, based upon or measured by such Seller’s ownership of the Assets or the production of Hydrocarbons therefrom that are due and owing have been paid in full in accordance with all applicable regulatory or other obligations, except those that are being contested in good faith in the normal course of business, and the respective tax returns due prior to the date hereof have been filed. Such Seller has not received any written notice of any pending tax claim that could result in an encumbrance upon any of the Assets, if successful, and, to such Seller’s knowledge, no such claim has been threatened.

5.15 Tax Partnership. The Assets are not subject to any tax partnership.

5.16 Environmental. All material permits or other governmental authorizations required under any environmental law in connection with the ownership or operation of the Assets have been obtained and are in full force and effect, and, to such Seller’s knowledge, the Assets are currently in material compliance therewith. Such Seller does not have any knowledge of any release, disposal, event, condition, circumstance, activity, practice or incident concerning any land, facility, asset or property included in the Assets or the lands covered thereby that would reasonably be expected to interfere with or prevent the ability of the Assets to be owned and operated in compliance with all applicable environmental laws.

5.17 Marketing and Development. There are no pipelines or gathering systems included in the Assets and there are no rights of way, easements, surface rights or other similar rights or pipeline or gathering equipment located on the Assets currently held by such Seller that are necessary to the current, or reasonably anticipated future, flow of Hydrocarbons produced from the Assets to market or for the development of the Assets that are not being conveyed to Buyer pursuant to this Agreement.

5.18 Advance Payments; Hedging Agreements. Such Seller is not obligated by virtue of any take-or-pay payment, advance payment or other similar payment (other than lessor royalties), to deliver Hydrocarbons attributable to the Assets, or proceeds from the sale thereof, at some future time without receiving full payment therefore at the time of delivery. None of the Assets or any of the Hydrocarbons attributable to the Assets is burdened by any hedging contract, production payment or other arrangement relating to future sales.

5.19 Current Commitments. There are no authorizations for expenditure or other capital commitments relating to the Assets to drill or rework wells or for other capital expenditures that will be binding on the Assets or the Buyer following the Closing. Such Seller has elected to participate in all operations conducted on, or proposed with respect to, the Assets since the Effective Date. Seller is not in “non-consent” status with respect to any operations currently being conducted on the Assets or with respect to any of the Wells.

5.20 Material Effect. Since the Effective Date, to the knowledge of such Seller, there has not been any injury spill, accident or other such event on the Assets that would reasonably be expected to result in an expense to the owner of the Assets that exceeds $50,000, net to the owner. To the knowledge of such Seller, all operations on the Assets have been conducted in accordance with the prevailing standards for prudent operation in the oil and gas industry.

5.21 Foreign Person. Such Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.

ARTICLE 6

BUYER’S REPRESENTATIONS AND WARRANTIES

Buyer makes the following representations and warranties as of the Execution Date and the Closing Date:

6.1 Organization and Standing. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to carry on its business in the State where the Leases are located.

6.2 Power. Buyer has all requisite power and authority to carry on its business as presently conducted. The execution and delivery of this Agreement does not, and the fulfillment of and compliance with the terms and conditions hereof will not, as of the Closing Date, violate, or be in conflict with, any material provision of Buyer’s governing documents, or any material provision of any agreement or instrument to which Buyer is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to Buyer.

6.3 Authorization and Enforceability. This Agreement constitutes Buyer’s legal, valid and binding obligation, enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or at law.

6.4 Liability for Brokers’ Fees. Buyer has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Sellers shall have any responsibility whatsoever.

6.5 Buyer’s Evaluation. Buyer is not acquiring the Assets for sale in connection with any distribution thereof or any other security related thereto within the meaning of Securities Act of 1933, as amended. Buyer is an experienced and knowledgeable investor in the oil and gas business. Buyer has been advised by and has relied solely upon its own expertise in legal, tax and other professional counsel concerning the transaction contemplated by this Agreement, the Assets and the value thereof. Buyer (a) is familiar with investments of the nature of the Assets, (b) understands that this investment involves substantial risks, (c) has (or will have before Closing) adequately investigated the Assets, (d) has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in an investment in the Assets, and (e) is able to bear the economic risks of such investment. Buyer has had (or will have before Closing) the opportunity to visit with Seller and meet with its officers and other representatives to discuss the Assets, has (or will have before Closing) received all materials, documents and other information that Buyer deems necessary or advisable to evaluate an investment in the Assets, and has (or will have before Closing) made its own independent examination, investigation, analysis and evaluation of an investment in the Assets, including its own estimate of the value of the Assets. Buyer has (or will have before Closing) undertaken such due diligence as Buyer deems adequate.

6.6 Qualified to Hold Leases. Buyer is eligible under all applicable laws, rules and regulations to own the Assets.

ARTICLE 7

CONDITIONS PRECEDENT TO CLOSING

7.1 Sellers’ Conditions. The obligations of Sellers at the Closing are subject, at the option of Sellers, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent:

(a) All representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing; provided, however, that any such representation or warranty that is qualified by materiality shall be true and correct in all respects, and Buyer shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by Buyer at or prior to the Closing in all material respects;

(b) No order has been entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement that restrains or prohibits the purchase and sale contemplated by this Agreement and that remains in effect at Closing;

(c) The aggregate of all of the Title Defect adjustments pursuant to Article 4 shall not exceed 25% of the Purchase Price.

7.2 Buyer’s Conditions. The obligations of Buyer at the Closing are subject, at the option of Buyer, to the satisfaction or waiver at or prior to Closing of the following conditions precedent:

(a) All representations and warranties of each Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing; provided, however, that any such representation or warranty that is qualified by materiality shall be true and correct in all respects, and each Seller shall have performed and satisfied all covenants and agreements required by this Agreement to be performed and satisfied by each such Seller at or prior to the Closing in all material respects;

(c) The aggregate of all of the Title Defect adjustments pursuant to Article 4 shall not exceed 25% of the Purchase Price;

(d) The aggregate of all upward adjustments to the Purchase Price determined as of Closing shall not exceed 25% of the Purchase Price.

ARTICLE 8

RIGHT OF TERMINATION

8.1 Termination. This Agreement may be terminated in accordance with the following provisions:

(a) by Sellers if the conditions set forth in Section 7.1 are not satisfied, through no fault of Sellers, or waived by Sellers in writing, as of Closing; or

(b) by Buyer if the conditions set forth in Section 7.2 are not satisfied, through no fault of Buyer, or waived by Buyer in writing, as of Closing; or

8.2 Liabilities Upon Termination.

(a) Buyer’s Default. If Closing does not occur because Buyer wrongfully fails to tender performance at Closing or otherwise materially breaches this Agreement prior to Closing, and if Sellers are (i) not in default under this Agreement in a manner that would entitle Buyer to terminate this Agreement and (ii) ready, willing and able to Close, Sellers shall be entitled to all available legal and equitable remedies for Buyer’s breach of this Agreement. Buyer’s failure to close shall not be considered wrongful if Buyer’s conditions under Section 7.2 are not satisfied through no fault of Buyer and are not waived by Buyer.

(b) Sellers’ Default. If Closing does not occur because either Seller wrongfully fails to tender performance at Closing or otherwise materially breaches this Agreement prior to Closing, and if Buyer is (i) not in default under this Agreement in a manner that would entitle Sellers to terminate this Agreement and (ii) ready, willing and able to Close, Buyer shall be entitled to all available legal and equitable remedies for Sellers’ breach of this Agreement including specific performance. Sellers’ failure to close shall not be considered wrongful if Sellers’ conditions under Section 7.1 are not satisfied through no fault of Sellers and are not waived by Sellers.

(c) Other Termination. If this Agreement terminates pursuant to Section 8.1(c) or if Sellers and Buyer otherwise agree to terminate this Agreement, each Party shall release the other Party from any and all liability for termination of this Agreement.

ARTICLE 9

CLOSING

9.1 Closing. The “Closing” of the transaction contemplated hereby shall be held at Eternal’s offices on December 14, 2011, or such other date and location as the Parties may agree. The date the Closing actually occurs is referred to herein as the “Closing Date.”

9.2 Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:

(a) Assignment and Conveyance. Sellers and Buyer shall execute, acknowledge and deliver to Buyer an Assignment, Bill of Sale and Conveyance of the Assets (the “Assignment”), except for any Leases which shall not be conveyed at Closing pursuant to Section 4.7, substantially in the form of Exhibit B.

(b) Settlement Statement. Sellers shall execute the Closing Settlement Statement.

(c) Closing Amount. Buyer shall deliver (i) to Eternal 50% of that portion of the Closing Amount attributable to the Leases set forth in Part 1 of Exhibit A, (ii) to Eternal that portion of the Closing Amount attributable to the Leases set forth in Part 2 of Exhibit A, and (iii) to AEE 50% of that portion of the Closing Amount attributable to the Leases set forth in Part 1 of Exhibit A, in each case in the amounts for each Seller as set forth on the Closing Settlement Statement. Such payments shall be made by wire transfer in immediately available funds, according to the wire instructions provided by Sellers on the Closing Settlement Statements.

(d) Possession. Sellers shall deliver to Buyer possession of the Assets.

(e) Joint Operating Agreement. The Parties shall execute, acknowledge and deliver a Joint Operating Agreement substantially in the form of Exhibit C naming Eternal as Operator (the “Joint Operating Agreement”), covering the properties conveyed herein that will be jointly owned by Eternal and Buyer post-Closing, to the extent such properties are not currently subject to a third-party joint operating agreement, and a memorandum of the same in recordable form.

(f) Seller’s Officer’s Certificates. An officer of each Seller shall execute and deliver to Buyer a certificate substantially in the form of Exhibit F.

(g) Buyer’s Officer’s Certificate. An officer of Buyer shall execute and deliver to Sellers a certificate substantially in the form of Exhibit G.

(h) Non-Foreign Status Affidavit. Each Seller shall execute, acknowledge and deliver a certification of non-foreign status, in form and substance substantially similar to that set forth on Exhibit D.

(i) Letters In Lieu. If, prior to Closing, production of Hydrocarbons has commenced on any of the Leases, Sellers shall execute and deliver to Buyer any necessary letters in lieu of transfer orders directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time, such letters in lieu to be in form and substance reasonably acceptable to each of the Parties.

(j) Other Documents. Sellers and Buyer shall execute and deliver to each other such other documents as may be reasonably requested by any other Party to more fully carry out the transactions contemplated by this Agreement.

ARTICLE 10

PRE-CLOSING COVENANTS AND POST-CLOSING OBLIGATIONS

10.1 Conduct of Business. From and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with Article 8 (the “Interim Period”), except as expressly contemplated by this Agreement or as consented to in writing by Buyer, each Seller shall, to the extent reasonably within such Seller’s control:

(a) cause the Assets to be maintained and operated in a manner consistent with the manner of maintenance and operations prior to date hereof;

(b) refrain from taking any action to sell, dispose of, distribute, mortgage, encumber, pledge or enter into any agreement or arrangement for the sale, disposition, distribution, mortgage, encumbrance or pledge of, any of the Assets, other than dispositions of obsolete or worn out equipment where a reasonably prudent lessee or operator would do the same and dispositions of the Hydrocarbons that are produced from the Assets in the course of normal operations;

(c) refrain from entering into any transaction, the effect of which would be to cause Sellers’ NRI to be less than, or Sellers’ WI to be greater than, that shown in Exhibit A for any Lease or Well, respectively, shown thereon, unless, with respect to any increase in the WI, there is a proportionate increase in the NRI with respect to such Lease or Well;

(d) except for emergencies, not enter into any contract, make any commitment or assume or incur any obligation with respect to the Assets involving expenditures in excess of Twenty-Five Thousand Dollars ($25,000), net to Sellers’ interest;

(e) pay, as they become due, all expenses related to the Assets, as would be paid by a reasonably prudent lessee or operator; and

(f) notify Buyer of any election that such Seller is required to make under any Applicable Contract, specifying the nature and time period associated with such election, and, if Buyer does not respond to such Seller within sufficient time to enable such Seller to timely make such election, then such Seller shall make such election as would a reasonably prudent lessee or operator.

10.2 Records. Sellers shall deliver copies of the Records to Buyer within ten (10) Business Days after Closing.

10.3 Sales and Other Transfer Taxes. Sellers shall bear all real, personal property, ad valorem or similar taxes and assessments (whether federal, state or local) (“Property Taxes”) that are assessed on, or that otherwise relate to, the operation or ownership of any of the Assets for a period that ends before the Effective Date; and all deductions, credits or refunds pertaining to the aforementioned taxes and assessments, no matter when received, belong to Sellers. Provided that Closing has occurred, Buyer shall bear all Property Taxes that are assessed on, or that otherwise relate to, the operation or ownership of any of the Assets for any period that begins on or after the Effective Date (excluding the income taxes of Sellers and any capital gains tax of the Sellers that arise from the transaction contemplated by this Agreement, which such taxes shall be the sole responsibility of the applicable Seller); and all deductions, credits and refunds pertaining to the aforementioned taxes and assessments, no matter when received, belong to Buyer. Property Taxes assessed on the Assets with respect to a period which begins before, and ends 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). Any taxes and other charges calculated on the basis of production of Hydrocarbons from the Assets, or sales of production from the Assets, including severance taxes, production taxes, and oil extraction taxes (“Production Taxes”) shall be borne by Sellers if the time of production was before the Effective Date, and shall be borne by Buyer if the time of production was after the Effective Date. Actual amounts shall be accounted for as Purchase Price adjustments pursuant to Section 2.3. Buyer shall bear all sales tax (defined as any and all transfer, sales, gross receipts, compensating use, or similar taxes, and any associated penalties and interest), if any, on the transaction contemplated by this Agreement and any documentary, filing and recording fees required in connection with the processing, filing or recording of the assignments delivered hereunder; provided that, for the avoidance of doubt, such payment shall not be considered to be a gross-up payment and Buyer shall not be responsible for paying additional taxes on such grossed-up amount, if any are due. Each Party is responsible for filing any tax returns and handling payment of any tax due under the law during the period when it or its affiliate holds title to the Assets.

10.4 Further Assurances. From time to time after Closing, Sellers and Buyer shall each execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further instruments and take such other action as may be reasonably requested in order to accomplish more effectively the purposes of the transactions contemplated by this Agreement, including assurances that Sellers and Buyer are financially capable of performing any indemnification required hereunder.

10.5 Casualty Loss and Condemnation. If, prior to Closing, all or any portion of the Assets are destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or shall be taken by condemnation or under the right of eminent domain (each, a “Casualty Loss”), then the Purchase Price shall be reduced by the value of such Casualty Loss.

10.6 Preferential Rights.

(a) Promptly after the Execution Date, the Sellers shall prepare and send notices to the holders of any preferential rights to purchase any of the Assets or similar rights that are set forth on Schedule 5.9 in compliance with the terms of such rights and requesting waivers of such rights. The consideration payable under this Agreement for any particular Asset shall be the Per Acre Price for such Asset. Sellers shall used commercially reasonable efforts to cause such waivers of preferential rights to purchase or other similar rights (or the exercise thereof) to be obtained and delivered prior to Closing.

(b) If any preferential right to purchase any Asset is exercised prior to Closing, then the Purchase Price shall be decreased by the Per Acre Price of such Asset, the affected Asset shall not be transferred at Closing and the affected Asset shall be deemed to be deleted from Exhibit A to this Agreement.

(c) Should a third person fail to exercise or waive its preferential right to purchase any portion of the Assets prior to Closing and the time for exercise or waiver has not yet expired, then the Purchase Price shall be decreased by the Per Acre Price of such Asset and the affected Asset shall not be transferred at Closing. Following Closing, if (i) such third person waives such preferential right or (ii) fails to exercise such preferential right within the time period that such third person must exercise such preferential right in accordance with the applicable contract establishing such preferential right, then the Sellers shall assign the applicable Asset to Buyer in a timely manner and the Purchase Price shall be increased by the Per Acre Price of such Asset; provided that, if neither item (i) or (ii) occurs within six months following Closing, then Buyer shall have the option to not accept such Asset and to terminate its purchase of such Asset upon written notice to the Sellers, in which case the affected Asset shall be deemed to be deleted from Exhibit A to this Agreement.

ARTICLE 11

ASSUMPTION AND RETENTION OF OBLIGATIONS AND

INDEMNIFICATION; DISCLAIMERS

11.1 Buyer’s Assumption of Liabilities and Obligations. Upon Closing, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations relating to the ownership or operation of the Assets (including those arising under environmental laws) other than the Retained Liabilities (the “Assumed Liabilities”).

11.2 Sellers’ Retention of Liabilities and Obligations. Upon Closing, Sellers shall, severally and jointly, assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations relating to the ownership or operation of the Assets (including those arising under environmental laws) that are attributable to periods prior to the Effective Time (the “Retained Liabilities”).

11.3 Indemnification.

(a) Losses. “Losses” shall mean any actual losses, costs, expenses (including court costs, reasonable fees and expenses of attorneys, technical experts and expert witnesses and the cost of investigation), liabilities, damages, demands, suits, claims, and sanctions of every kind and character (including civil fines) arising from, related to or reasonably incident to matters indemnified against; excluding however any special, consequential, punitive or exemplary damages, diminution of value of an Asset, loss of profits incurred by a Party hereto or Loss incurred as a result of the indemnified party indemnifying a third party, except to the extent the indemnified party suffers such damages to a third party (other than as a result of the indemnified party’s indemnification of such third party).

(b) Sellers’ Indemnification of Buyer. Upon Closing, each Seller shall, severally and jointly, defend, indemnify (on an after-tax basis), and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, and (ii) any breach by Sellers of their representations, warranties and/or covenants under this Agreement.

(c) Buyer’s Indemnification of Sellers. Upon Closing, Buyer assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify (on an after-tax basis), and save and hold harmless each Seller, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Assumed Liabilities, and (ii) any breach by Buyer of its representations, warranties and/or covenants under this Agreement.

11.4 No Insurance; Subrogation. The indemnifications provided in this Article 11 shall not be construed as a form of insurance. Buyer and Sellers hereby waive for themselves, their successors or assigns, including any insurers, any rights to subrogation for Losses for which each of them is respectively liable or against which each respectively indemnifies the other, and, if required by applicable policies, Buyer and Sellers shall obtain waiver of such subrogation from its respective insurers.

11.5 Reservation as to Non-Parties. Nothing herein is intended to limit or otherwise waive any recourse Buyer or Sellers may have against any non-party for any obligations or liabilities that may be incurred with respect to the Assets.

ARTICLE 12

MISCELLANEOUS

12.1 Exhibits. The Exhibits to this Agreement are hereby incorporated in this Agreement by reference and constitute a part of this Agreement.

12.2 Expenses. Except as otherwise specifically provided, all fees, costs and expenses incurred by Buyer or Sellers in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid by the Party incurring such fees, costs or expenses, including engineering, land, title, legal and accounting fees, costs and expenses.

12.3 Notices. All notices and other communications under this Agreement shall be in writing and delivered (a) personally, (b) by registered or certified mail with postage prepaid, and return receipt requested, (c) by nationally recognized commercial overnight courier service with charges prepaid, or (d) by facsimile transmission, directed to the intended recipient as follows:

If to AEE:

American Eagle Energy, Inc.

27 North 27th Street, Suite 21G

Billings, Montana 59101

Attn: Richard Findley

Telephone: ###-###-####

Facsimile: ###-###-####

If to Eternal:

Eternal Energy Corp.

2549 W. Main Street, Suite 202

Littleton, Colorado 80120

Attn: Brad Colby

Telephone: ###-###-####

Facsimile: ###-###-####

If to Buyer:

NextEra Energy Gas Producing, LLC

1000 Louisiana Street, Suite 5550

Houston, Texas 77002

Attn: Michael Jessop

Telephone: ###-###-####

Facsimile: ###-###-####

A notice or other communication shall be deemed delivered on the earlier to occur of (i) its actual receipt, (ii) the fifth Business Day following its deposit in registered or certified mail, with postage prepaid and return receipt requested, (iii) the first Business Day following its deposit with a nationally recognized commercial overnight courier service, with charges prepaid, or (iv) the date it is sent by confirmed facsimile transmission (if sent before 5:00 p.m. local time of the receiving party on a Business Day) or the next Business Day (if sent after 5:00 p.m. of such local time or sent on a day that is not a Business Day). Any Party may change the address to which notices and other communications hereunder can be delivered by giving the other Party notice in the manner herein set forth.

12.4 Amendments. Except for waivers specifically provided for in this Agreement, this Agreement may not be amended nor any rights hereunder waived except by an instrument in writing signed by the Party to be charged with such amendment or waiver and delivered by such Party to the Party claiming the benefit of such amendment or waiver.

12.5 Headings. The headings of the Articles and Sections of this Agreement are for guidance and convenience of reference only and shall not limit or otherwise affect any of the terms or provisions of this Agreement.

12.6 Counterparts/Fax Signatures. The Parties may execute this Agreement in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute one instrument. This Agreement shall become operative when each Party has executed and delivered at least one counterpart. This Agreement may be delivered by facsimile or similar transmission, and a facsimile or similar transmission evidencing execution shall be effective as a valid and binding agreement between the Parties for all purposes.

12.7 Governing Law; Venue; Wavier of Jury Trial. This Agreement and the transactions contemplated hereby shall be construed in accordance with, and governed by, the laws of the State of North Dakota, without regard to its conflicts of laws rules. The Parties hereby consent to personal jurisdiction in the State of Colorado for any action arising out of this Agreement or the transactions contemplated hereby. All actions or proceedings with respect to, arising directly or indirectly in connection with, out of, related to, or from this Agreement or the transactions contemplated hereby shall be exclusively litigated in the Federal courts for the District of Colorado located in the City and County of Denver, Colorado. To the extent that such courts refuse to exercise jurisdiction hereunder, the Parties agree that jurisdiction shall be proper in any court in which jurisdiction may be obtained. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

12.8 Entire Agreement. This Agreement constitutes the entire understanding among the Parties, their respective partners, members, trustees, shareholders, officers, directors and employees with respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter.

12.9 Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties, and their respective successors and assigns.

12.10 Survival. The representations, warranties, indemnities and covenants contained in this Agreement shall survive Closing indefinitely; provided that any representation with regards to Sellers’ title to the Assets shall terminate as of the Closing Date and shall be superseded by the title representation set forth in the Assignment; provided further, that the representations and warranties of the Sellers set forth in Sections 5.7 through 5.21 shall terminate one year after the Closing Date.

12.11 No Third-Party Beneficiaries. This Agreement is intended only to benefit the Parties and their respective permitted successors and assigns.

12.12 Waiver. The waiver or failure of any Party to enforce any provision of this Agreement shall not be construed or operate as a waiver of any further breach of such provision or of any other provision of this Agreement.

12.13 Limitation on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY SHALL BE LIABLE TO THE OTHER PARTIES FOR DIRECT DAMAGES ONLY, AND IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY BREACH HEREOF. THIS SECTION 12.13 SHALL APPLY NOTWITHSTANDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR RESPONSIBILITY OF THE PARTY WHOSE LIABILITY IS WAIVED BY THIS PROVISION, OR ANY OTHER EVENT OR CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED, AND REGARDLESS OF WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT.

12.14 Assignment. Buyer shall not assign any or all of its rights under this Agreement without the prior written consent of Sellers, which consent shall not be unreasonably withheld; provided, however, Buyer may assign any or all of its rights and/or obligations under this Agreement to an affiliate or in connection with financing without such consent so long as Buyer and such assignee shall remain jointly and severally liable for the performance of Buyer’s duties, obligations and liabilities hereunder. The Parties acknowledge that AEE and Eternal are in the process of merging and that if such merger is completed prior to the Closing Date AEE shall be deemed to have assigned all of its rights and obligations under this Agreement to Eternal.

12.15 Severability. It is the intent of the Parties that the provisions contained in this Agreement shall be severable. Should any provisions, in whole or in part, be held invalid as a matter of law, such holding shall not affect the other portions of this Agreement, and such portions that are not invalid shall be given effect without the invalid portion. Except to the extent expressly stated otherwise herein, the obligations and liabilities of AEE and Eternal under this Agreement shall be several and not joint

12.16 Confidentiality. The Parties agree that the provisions of this Agreement shall be kept confidential and except as and to the extent required by law, neither Buyer nor any Seller will make, directly or indirectly, any public announcement or statement with respect to a transaction between the Parties, or any of the terms, conditions, or other aspects of this Agreement or the transaction contemplated thereby, without the prior written consent of the other, which consent shall not be unreasonably withheld. Except as and to the extent required by law, neither Seller shall make any public announcement or statement containing the name or identity of Buyer. To the extent any Party is required by law to disclose any information regarding this Agreement, or the name or identity of Buyer, such Party shall inform the other Party in advance of all such disclosures by the disclosing Party.

12.17 References, Titles and Construction. All references in this Agreement to Exhibits, Schedules, Sections, and other subdivisions refer to the Exhibits, Schedules, Sections, and other subdivisions of this Agreement unless expressly provided otherwise. Titles and headings appearing at the beginning of any subdivision are for convenience only and do not constitute any part of any such subdivision and shall be disregarded in construing the language contained in this Agreement. The words “this Agreement,” “herein,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases “this Section” and “this Subsection” and similar phrases refer only to the Sections or Subsections hereof in which the phrase occurs. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation.” Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender. Words in the singular form shall be construed to include the plural and words in the plural form shall be construed to include the singular, unless the context otherwise requires. In the event an ambiguity or question of intent or interpretation of this Agreement arises, this Agreement shall be construed as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any provision of this Agreement.

[signatures on next page]

The Parties have executed this Agreement effective as of the date first set forth above.

	SELLERS:

	AMERICAN EAGLE ENERGY INC.

	By:
	Name:	Thomas G. Lantz
	Title:	Vice President, Operations

	ETERNAL ENERGY CORP.

	By:
	Name:	Brad Colby
	Title:	President

	BUYER:

	NEXTERA ENERGY GAS PRODUCING, LLC

	By:
	Name:	Lawrence A. Wall, Jr.
	Title:	President

[SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

EXHIBIT “A”

LEASES AND LANDS

A-1

EXHIBIT "A"

PART 1

Attached to and made a part of that certain Purchase and Sale Agreement among Eternal Energy Corp. and American Eagle Energy, Inc., as Sellers and NextEra Energy Gas Producing, LLC, dated effective as of November 1, 2011

LEASE	LESSOR	LESSEE	LSE DATE	EXPIRY DATE	RECORDING	GROSS	NET	MIN	LOR	ORRI	NRI	DESCRIPTION
LSE-00122	HAUGEN, KIM J.	JAMES P. DESJARLAIS	8/5/2008	8/5/2013	BK 263M; PG 356	1,394.18	406.05	29.1246%	16.6667%	3.3333%	80.0000%	T160N-R103W, 5TH P.M. SEC 4: SE/4 T161N-R103W, 5TH P.M. SEC 27: NE/4 T162N-R102W, 5TH P.M. SEC 18: LOTS 3 (37.05), 4 (37.13), E/2SW/4 SEC 18: NE/4 SEC 24: N/2SW/4, SW/4SW/4 T162N-R103W, 5TH P.M. SEC 24: S/2 SEC 24: NE/4 T163N-R103W, 5TH P.M. SEC 13: SW/4
LSE-00679	ALBERS, SANDRA L.	EMPIRE OIL COMPANY	4/30/2007	4/30/2012	BK 617; PG 529	319.46	159.73	50.0000%	16.6667%	3.3333%	80.0000%	T34N-R58E, 5TH P.M. SEC 24: LOTS 1 (19.63), 2 (40.00), 3 (40.00), 4 (40.00), 5 (40.00), 6 (40.00), 7 (40.00), 8 (19.83), 11 (40.00)
LSE-00680	ALFELD, LORIE ANN	EMPIRE OIL COMPANY	5/15/2007	5/15/2012	BK 617; PG 1532	319.46	9.98	3.1251%	16.6667%	3.3333%	80.0000%	T34N-R58E, 5TH P.M. SEC 24: LOTS 1 (19.63), 2 (40.00), 3 (40.00), 4 (40.00), 5 (40.00), 6 (40.00), 7 (40.00), 8 (19.83), 11 (40.00)
LSE-00681	BERDENA, SEM	HAROLD J. ANDERSON, INC.	7/28/2006	7/28/2016	BK 615; PG 193	389.22	77.84	19.9990%	17.0000%	3.0000%	80.0000%	T34N-R58E, 5TH P.M. SEC 1: LOTS 1 (17.09), 2 (39.93), 3 (40.00), 8 (40.00), 9 (40.00), 10 (17.27), 11 (17.40), 12 (40.00), 13 (40.00), 16 (40.00), 17 (40.00), 18 (17.53)
LSE-00682	BLM NDM 95992	PLAYA OIL & GAS LP	9/1/2006	8/31/2016	N/A	53.12	53.12	100.0000%	12.5000%	7.5000%	80.0000%	T159N-R103W, 5TH P.M. SEC 4: LOT 2, LAKEBED RIPAR TO LOT 2
LSE-00683	BOEBEL, R.W.	HAROLD J. ANDERSON, INC.	10/11/2006	10/11/2013	BK 616; PG 957	800.00	10.71	1.3388%	16.6667%	3.3333%	80.0000%	T35N-R58E, 5TH P.M. SEC 26: SE/4 SEC 26: W2NE/4, NW/4, N/2SW/4 SEC 35: N/2
LSE-00684	ENGBERG, RUBY	HAROLD J. ANDERSON, INC.	10/5/2006	10/5/2013	BK 615; PG 1030	110.79	110.79	100.0000%	16.6667%	3.3333%	80.0000%	T35N-R58E, 5TH P.M. SEC 24: LOTS 1, 6
LSE-00685	FREDRICK, JOYCE E.	HAROLD J. ANDERSON, INC.	7/17/2006	7/17/2016	BK 615; PG 202	640.00	213.33	33.3328%	16.6667%	3.3333%	80.0000%	T35N-R58E, 5TH P.M. SEC 25: ALL
LSE-00686	FREDRICK, JOYCE E.	HAROLD J. ANDERSON, INC.	10/11/2006	10/11/2016	BK 615; PG 1033	800.00	4.67	0.5833%	16.6667%	3.3333%	80.0000%	T35N-R58E, 5TH P.M. SEC 26: SE/4 SEC 26: W2NE/4, NW/4, N/2SW/4 SEC 35: N/2
LSE-00687	HAUGEN, MARLOWE A., TRUSTEE OF THE MARLOWE A . HAUGEN REVOCABLE FAMILY TRUST	EMPIRE OIL COMPANY	4/12/2007	4/7/2012	BK 616; PG 2238	319.46	19.97	6.2501%	16.6667%	3.3333%	80.0000%	T34N-R58E, 5TH P.M. SEC 24: LOTS 1 (19.63), 2 (40.00), 3 (40.00), 4 (40.00), 5 (40.00), 6 (40.00), 7 (40.00), 8 (19.83), 11 (40.00)
LSE-00688	L.H. LAND, LLC	EMPIRE OIL COMPANY	5/23/2007	5/23/2012	BK 617; PG 1535	319.46	9.98	3.1251%	16.6667%	3.3333%	80.0000%	T34N-R58E, 5TH P.M. SEC 24: LOTS 1 (19.63), 2 (40.00), 3 (40.00), 4 (40.00), 5 (40.00), 6 (40.00), 7 (40.00), 8 (19.83), 11 (40.00)
LSE-00689	LARSEN FAMILY TRUST	HAROLD J. ANDERSON, INC.	9/7/2006	9/7/2013	BK 615; PG 163	320.00	80.00	25.0000%	17.0000%	3.0000%	80.0000%	T35N-R58E, 5TH P.M. SEC 35: NW/4, NE/4
LSE-00690	MELBY, DELBERT	HAROLD J. ANDERSON, INC.	7/28/2006	7/28/2016	BK 615; PG 181	389.22	77.85	20.0015%	17.0000%	3.0000%	80.0000%	T34N-R58E, 5TH P.M. SEC 1: LOTS 1 (17.09), 2 (39.93), 3 (40.00), 8 (40.00), 9 (40.00), 10 (17.27), 11 (17.40), 12 (40.00), 13 (40.00), 16 (40.00), 17 (40.00), 18 (17.53)
LSE-00691	MELBY, HARVEY	HAROLD J. ANDERSON, INC.	7/28/2006	7/28/2016	BK 615; PG 190	389.22	77.85	20.0015%	17.0000%	3.0000%	80.0000%	T34N-R58E, 5TH P.M. SEC 1: LOTS 1 (17.09), 2 (39.93), 3 (40.00), 8 (40.00), 9 (40.00), 10 (17.27), 11 (17.40), 12 (40.00), 13 (40.00), 16 (40.00), 17 (40.00), 18 (17.53)
LSE-00692	MELBY, RAYMOND	HAROLD J. ANDERSON, INC.	7/28/2006	7/28/2016	BK 615; PG 187	389.22	77.85	20.0015%	17.0000%	3.0000%	80.0000%	T34N-R58E, 5TH P.M. SEC 1: LOTS 1 (17.09), 2 (39.93), 3 (40.00), 8 (40.00), 9 (40.00), 10 (17.27), 11 (17.40), 12 (40.00), 13 (40.00), 16 (40.00), 17 (40.00), 18 (17.53)
LSE-00693	MELBY, RONALD	HAROLD J. ANDERSON, INC.	7/28/2006	7/28/2016	BK 615; PG 184	389.22	77.85	20.0015%	17.0000%	3.0000%	80.0000%	T34N-R58E, 5TH P.M. SEC 1: LOTS 1 (17.09), 2 (39.93), 3 (40.00), 8 (40.00), 9 (40.00), 10 (17.27), 11 (17.40), 12 (40.00), 13 (40.00), 16 (40.00), 17 (40.00), 18 (17.53)

A-2

LEASE	LESSOR	LESSEE	LSE DATE	EXPIRY DATE	RECORDING	GROSS	NET	MIN	LOR	ORRI	NRI	DESCRIPTION
LSE-00694	NELSON, JUDITH, ET AL	EMPIRE OIL COMPANY	4/18/2007	4/18/2012	BK 249M; PG 170	958.00	405.00	42.2756%	16.6667%	3.3333%	80.0000%	T160N-R103W, 5TH P.M. SEC 4: SE/4 SEC 5: SW/4 SEC 5: SE/4 LESS 2 ACRES SEC 8: E/2 SEC 20: NE/4
LSE-00695	ONSTAD, C. MARLOWE	HAROLD J. ANDERSON, INC.	7/17/2006	7/17/2016	BK 615; PG 205	640.00	213.34	33.3344%	16.6667%	3.3333%	80.0000%	T35N-R58E, 5TH P.M. SEC 25: ALL
LSE-00696	ONSTAD, C. MARLOWE	HAROLD J. ANDERSON, INC.	10/11/2006	10/11/2013	BK 615; PG 2074	800.00	4.67	0.5833%	16.6667%	3.3333%	80.0000%	T35N-R58E, 5TH P.M. SEC 26: SE/4 SEC 26: W2NE/4, NW/4, N/2SW/4 SEC 35: N/2
LSE-00697	RASMUSSEN, JANET	HAROLD J. ANDERSON, INC.	7/17/2006	7/17/2016	BK 615; PG 199	640.00	213.33	33.3328%	17.0000%	3.0000%	80.0000%	T35N-R58E, 5TH P.M. SEC 25: ALL
LSE-00698	RASMUSSEN, JANET	HAROLD J. ANDERSON, INC.	10/11/2006	10/11/2013	BK 615; PG 2057	800.00	4.67	0.5833%	16.6667%	3.3333%	80.0000%	T35N-R58E, 5TH P.M. SEC 26: SE/4 SEC 26: W2NE/4, NW/4, N/2SW/4 SEC 35: N/2
LSE-00699	ROSTAD FAMILY TRUST	HAROLD J. ANDERSON, INC.	8/18/2006	8/18/2016	BK 615; PG 145	160.00	160.00	100.0000%	16.6667%	3.3333%	80.0000%	T34N-R58E, 5TH P.M. SEC 15: SW/4
LSE-00700	STATE MT OG-37256-06	PLAYA OIL & GAS LP	9/6/2006	9/6/2016	BK 616; PG 581	866.52	866.52	100.0000%	16.6667%	3.3333%	80.0000%	T34N-R58E, 5TH P.M. SEC:22 NW/4
LSE-00705	ROSTAD FAMILY TRUST	AEE / EERG	8/5/2011	8/5/2016	BK 637; PG 1772	160.00	160.00	100.0000%	12.5000%	7.5000%	80.0000%	T34N-R58E, 5TH P.M. SEC 22: NW/4
LSE-00784	SVENA, RONALD L., & DONNA R. SNEVA	EMPIRE OIL COMPANY	4/17/2007	4/17/2012	BK 249M; PG 174	1,436.10	644.05	44.8472%	16.6667%	3.3333%	80.0000%	T160N-R103W, 5TH P.M. SEC 4: SE/4 SEC 5: SW/4 SEC 5: SE/4 LESS 2 ACRES SEC 8: E/2 SEC 20: NE/4 SEC 7: LOTS 3 (39.63), 4 (39.47), E/2SE/4 SEC 18: LOTS 1 (39.45), 2 (39.55), E/2NE/4 SEC 8: SW/4
LSE-00794	BAKKE, JUDY L.	DIAMOND RESOURCES CO	5/3/2011	5/3/2014	BK 313M; PG 613	159.28	11.61	7.2891%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 5: LOTS 3 (39.62), 4 (39.66), S/2NW/4
LSE-00795	BAKKE, RONALD D.	DIAMOND RESOURCES CO	4/27/2011	4/27/2014	BK 313M; PG 214	159.28	11.61	7.2891%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 5: LOTS 3 (39.62), 4 (39.66), S/2NW/4
LSE-00796	BELANGER, JANICE	DIAMOND RESOURCES CO	4/27/2011	4/27/2014	BK 313M; PG 216	159.28	11.61	7.2891%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 5: LOTS 3 (39.62), 4 (39.66), S/2NW/4
LSE-00797	GJESDAL, BARRY	DIAMOND RESOURCES CO	5/17/2011	5/17/2014	BK 313M; PG 643	717.99	21.83	3.0404%	18.7500%	1.5000%	79.7500%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 SEC 10: 2.52 ACRE TRACT IN LOT 4 MFD IN 77-292 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4 SEC 31: SE/4 SEC 32: S/2SW/4, NE/4SW/4, SW/4SE/4
LSE-00798	GJESDAL, BRIAN	DIAMOND RESOURCES CO	5/17/2011	5/17/2014	BK 313M; PG 633	717.99	21.83	3.0404%	18.7500%	1.5000%	79.7500%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 SEC 10: 2.52 ACRE TRACT IN LOT 4 MFD IN 77-292 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4 SEC 31: SE/4 SEC 32: S/2SW/4, NE/4SW/4, SW/4SE/4
LSE-00799	GJESDAL, WAYNE	DIAMOND RESOURCES CO	5/17/2011	5/17/2014	BK 313M; PG631	737.85	21.83	2.9586%	18.7500%	1.5000%	79.7500%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 SEC 10: LOT 4 (5 TRACTS) PROTECTIVE SEC 10: LOT 4 (6 TRACTS) T163N-R102W, 5TH P.M. SEC 31: S/2NE/4 SEC 31: SE/4 SEC 32: S/2SW/4, NE/4SW/4, SW/4SE/4
LSE-00800	GLASMANN, JUDITH	DIAMOND RESOURCES CO	4/18/2011	4/18/2016	BK 312M; PG 215	240.00	54.00	22.5000%	17.0000%	3.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 5: SW/4, W/2SE/4

A-3

LEASE	LESSOR	LESSEE	LSE DATE	EXPIRY DATE	RECORDING	GROSS	NET	MIN	LOR	ORRI	NRI	DESCRIPTION
LSE-00801	IMMANUEL LUTHERAN CHURCH	DIAMOND RESOURCES CO	5/17/2011	5/17/2014	BK 313M; PG 645	80.00	80.00	100.0000%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 8: W/2NW/4
LSE-00802	KENNEDY, RENAE	DIAMOND RESOURCES CO	5/17/2011	5/17/2014	BK 313M; PG 641	717.99	21.83	3.0404%	18.7500%	1.5000%	79.7500%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 SEC 10: 2.52 ACRE TRACT IN LOT 4 MFD IN 77-292 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4 SEC 31: SE/4 SEC 32: S/2SW/4, NE/4SW/4, SW/4SE/4
LSE-00803	MOORE, GLENN D.	DIAMOND RESOURCES CO	5/4/2011	5/4/2014	BK 313M; PG 639	300.00	106.26	35.4214%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 11: LOTS 1 (38.30), 2 (21.70), W/2SE/4 SEC 14: SE/4
LSE-00804	NELSON, SUE J.	DIAMOND RESOURCES CO	5/4/2011	5/4/2014	BK 313M; PG 635	159.28	5.81	3.6477%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 5: LOTS 3 (39.62), 4 (39.66), S/2NW/4
LSE-00805	NIERENGARTEN, EDWARD A. & CATHERINE C. TRUST, HUGH T. NIERENGARTEN, TRUSTEE	DIAMOND RESOURCES CO	4/18/2011	4/18/2016	BK 312M; PG 221	240.00	132.00	55.0000%	17.0000%	3.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 5: SW/4, W/2SE/4
LSE-00806	NORLIN FAMILY TRUST, DTD 6/20/2000, JOYCE D. & ROBERT A. NORLIN, TRUSTEES	DIAMOND RESOURCES CO	5/4/2011	5/4/2014	BK 313M; PG 617	159.28	11.61	7.2891%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 5: LOTS 3 (39.62), 4 (39.66), S/2NW/4
LSE-00807	PALMER, BARBARA A. & ROGER PALMER	DIAMOND RESOURCES CO	4/27/2011	4/27/2014	BK 313M; PG 621	159.28	11.61	7.2891%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 5: LOTS 3 (39.62), 4 (39.66), S/2NW/4
LSE-00808	RIVERS, R.A.	DIAMOND RESOURCES CO	5/4/2011	5/4/2014	BK 313M; PG 639	300.00	87.50	29.1643%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 11: LOTS 1 (38.30), 2 (21.70), W/2SE/4 SEC 14: SE/4
LSE-00810	ROCKVAM, PATRICIA M. & KENNETH H. ROCKVAM	DIAMOND RESOURCES CO	4/18/2011	4/18/2014	BK 313M; PG 219	240.00	54.00	22.5000%	17.0000%	3.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 5: SW/4, W/2SE/4
LSE-00811	SCOTT, RANDE D.	DIAMOND RESOURCES CO	5/4/2011	5/4/2014	BK 313M; PG 615	159.28	5.81	3.6477%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 5: LOTS 3 (39.62), 4 (39.66), S/2NW/4
LSE-00812	SEIBOLD, DOROTHY	DIAMOND RESOURCES CO	5/4/2011	5/4/2014	BK 313M; PG 609	300.00	106.26	35.4214%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 11: LOTS 1 (38.30), 2 (21.70), W/2SE/4 SEC 14: SE/4
LSE-00813	WURTZ, RACHEL	DIAMOND RESOURCES CO	5/17/2011	5/17/2014	BK 313M; PG 629	737.85	21.83	2.9586%	18.7500%	1.5000%	79.7500%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 SEC 10: LOT 4 (5 TRACTS) PROTECTIVE SEC 10: LOT 4 (6 TRACTS) T163N-R102W, 5TH P.M. SEC 31: S/2NE/4 SEC 31: SE/4 SEC 32: S/2SW/4, NE/4SW/4, SW/4SE/4
LSE-00816	BLM NDM 95993	PLAYA OIL & GAS LP	9/1/2006	9/1/2016	N/A	560.00	280.00	50.0000%	12.5000%	7.5000%	80.0000%	T159N-R103W, 5TH P.M. SEC 9: W/2NE/4 SEC 20: SE/4 SEC 25: NW/4 SEC 26: NE/4
LSE-00817	BLM NDM 95994	PLAYA OIL & GAS LP	9/1/2006	9/1/2016	N/A	172.80	172.80	100.0000%	12.5000%	7.5000%	80.0000%	T160N-R103W, 5TH P.M. SEC 15: W/2NW/4, NW/4SW/4 SEC 21: NE/4NW/4 SEC 33: LOT 2 SEC 33: LAKEBED IN RIPAR TO LOT 2
LSE-00819	ANDERSON, MARLENE OLSON	LYNX OIL COMPANY	3/1/2011	3/1/2014	BK 309M; PG 178	48.17	6.02	12.5000%	19.0000%	1.0000%	80.0000%	T164N-R102W, 5TH P.M. SEC 30: LOT 5 (36.96) SEC 31: THE WEST 370 FEET OF THE SW/4NE/4

A-4

LEASE	LESSOR	LESSEE	LSE DATE	EXPIRY DATE	RECORDING	GROSS	NET	MIN	LOR	ORRI	NRI	DESCRIPTION
LSE-00820	ANDERSON, MARLENE OLSON	LYNX OIL COMPANY	3/1/2011	6/19/2014	BK 309M; PG 175	734.32	190.81	25.9846%	19.0000%	1.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 30: S/2SE/4 SEC 31: N/2NE/4 SEC 31: LOTS 1 (36.03), 2 (36.09), E/2NW/4 T163N-R103W, 5TH P.M. SEC 25: SE/4 T164N-R102W, 5TH P.M. SEC 31: NW/4NE/4, S/2NE/4, NE/4NW/4, LOT 1, E/2SE/4, SW/4NE/4 L 370'
LSE-00821	MCINTEER, LINDA OLSON	LYNX OIL COMPANY	3/1/2011	3/1/2014	BK 309M; PG 166	48.17	6.02	12.5000%	19.0000%	1.0000%	80.0000%	T164N-R102W, 5TH P.M. SEC 30: LOT 5 (36.96) SEC 31: THE WEST 370 FEET OF THE SW/4NE/4
LSE-00822	MCINTEER, LINDA OLSON	LYNX OIL COMPANY	6/19/2011	6/19/2014	BK 309M; PG 169	472.12	118.53	25.1059%	19.0000%	1.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 30: S/2SE/4 SEC 31: N/2NE/4 SEC 31: LOTS 1 (36.03), 2 (36.09), E/2NW/4 T163N-R103W, 5TH P.M. SEC 25: SE/4
LSE-00823	SETNESS, MARVEL	DIAMOND RESOURCES CO	8/23/2011	8/23/2014	BK 314M; PG 661	280.00	87.50	31.2500%	18.7500%	1.2500%	80.0000%	T163N-R103W, 5TH P.M. SEC 11: NE/4, N/2SE/4, SW/4SE/4
LSE-00869	BALE, MAVIS	DIAMOND RESOURCES CO	6/22/2011	6/22/2014	BK 316M; PG 140	186.32	20.81	11.1701%	18.7500%	1.5000%	79.7500%	T164N-R102W, 5TH P.M. SEC 30: LOT 4 ALSO KNOWN AS LOT 6 (30.28) T164N-R103W, 5TH P.M. SEC 25: LOTS 1 (38.79), 2 (38.94), 3 (39.08), 4 (39.23)
LSE-00870	BALE, MAVIS	DIAMOND RESOURCES CO	5/27/2011	5/27/2014	BK 314M; PG 257	280.00	87.50	31.2500%	18.7500%	1.5000%	79.7500%	T163N-R103W, 5TH P.M. SEC 11: NE/4, N/2SE/4, SW/4SE/4
LSE-00872	HEPPNER, MARY LOU	DIAMOND RESOURCES CO	6/30/2011	6/30/2014	BK 316M; PG 148	152.36	15.26	10.0172%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 31: LOTS 3 (36.15), 4 (36.21), E/2SW/4
LSE-00873	MULLINS, IONE D.	DIAMOND RESOURCES CO	6/30/2011	6/30/2014	BK 316M; PG 581	152.36	15.26	10.0172%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 31: LOTS 3 (36.15), 4 (36.21), E/2SW/4
LSE-00874	NIELSEN, DENNIS M. AND CYNTHIA A.	DIAMOND RESOURCES CO	6/6/2011	6/6/2014	BK 314M; PG 657	463.80	13.54	2.9194%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 14: LOT 1 (23.80), W/2NE/4, SE/4NE/4 T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: NW/4, N/2SW/4
LSE-00875	NIELSEN, GREGG	DIAMOND RESOURCES CO	6/6/2011	6/6/2014	BK 315M; PG 139	463.80	13.54	2.9194%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 14: LOT 1 (23.80), W/2NE/4, SE/4NE/4 T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: NW/4, N/2SW/4
LSE-00876	OLSON, SUSAN C.	DIAMOND RESOURCES CO	5/26/2011	5/26/2014	BK 316M; PG 152	463.80	13.54	2.9194%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 14: LOT 1 (23.80), W/2NE/4, SE/4NE/4 T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: NW/4, N/2SW/4
LSE-00878	WILLIAMS, ODDLAUG	DIAMOND RESOURCES CO	6/30/2011	6/30/2014	BK 322M; PG 607	152.36	45.79	15.0258%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 31: LOTS 3 (36.15), 4 (36.21), E/2SW/4
LSE-00879	MEDDERS, RAMONA	DIAMOND RESOURCES CO	6/30/2011	6/30/2014	BK 316M; PD 146	152.36	22.89	15.0258%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 31: LOTS 3 (36.15), 4 (36.21), E/2SW/4
LSE-00880	NIELSEN, MORRIS JR.	DIAMOND RESOURCES CO	6/6/2011	6/6/2014	BK 314M; PG 655	463.80	13.54	2.9194%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 14: LOT 1 (23.80), W/2NE/4, SE/4NE/4 T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: NW/4, N/2SW/4
LSE-00881	NIELSEN, GARY E.	DIAMOND RESOURCES CO	6/6/2011	6/6/2014	BK 314M; PG 653	463.80	13.54	2.9194%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 14: LOT 1 (23.80), W/2NE/4, SE/4NE/4 T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: NW/4, N/2SW/4
LSE-00882	SETNESS, MARVEL	DIAMOND RESOURCES CO	6/22/2011	6/22/2014	BK 316M; PG 142	266.32	73.51	27.6021%	18.7500%	1.5000%	79.7500%	T164N-R102W, 5TH P.M. SEC 30: LOT 4 ALSO KNOWN AS LOT 6 (30.28) T164N-R103W, 5TH P.M. SEC 25: LOTS 1 (38.79), 2 (38.94), 3 (39.08), 4 (39.23) SEC 34: S/2SE/4
LSE-00883	NIELSEN, LOREN B.	DIAMOND RESOURCES CO	6/6/2011	6/6/2014	BK 315M; PG 141	463.80	13.54	2.9194%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 14: LOT 1 (23.80), W/2NE/4, SE/4NE/4 T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: NW/4, N/2SW/4

A-5

LEASE	LESSOR	LESSEE	LSE DATE	EXPIRY DATE	RECORDING	GROSS	NET	MIN	LOR	ORRI	NRI	DESCRIPTION
LSE-00886	EDLUND, DALE	DIAMOND RESOURCES CO	6/30/2011	6/30/2014	BK 316M; PG 583	152.36	15.26	10.0172%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 31: LOTS 3 (36.15), 4 (36.21), E/2SW/4
LSE-00889	GJESDAL, JAMES	DIAMOND RESOURCES CO	5/17/2011	5/17/2014	BK 314M; PG 659	717.99	21.82	3.0396%	18.7500%	1.5000%	79.7500%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 SEC 10: 2.52 ACRE TRACT IN LOT 4 MFD IN 77-292 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4 SEC 31: SE/4 SEC 32: S/2SW/4, NE/4SW/4, SW/4SE/4
LSE-00893	A.V.M., INC.	DIAMOND RESOURCES CO	7/29/2011	7/29/2014	BK 317M; PG438	480.00	7.00	1.4583%	20.0000%	1.5000%	78.5000%	T163N-R103W, 5TH P.M. SEC 14: N/2, N/2S/2
LSE-00894	JELLE, LORRAINE G. AND JAMES R.	DIAMOND RESOURCES CO	7/19/2011	7/19/2014	BK 317M; PG 436	320.00	11.44	3.5750%	20.0000%	1.5000%	78.5000%	T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: NW/4 SEC 23: N/2SW/4
LSE-00895	SEAY, ARTHUR III	DIAMOND RESOURCES CO	7/19/2011	7/19/2014	BK 317M; PG 49	926.52	45.19	4.8772%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 6: LOTS 3(39.89), 4(33.84), 5(34.11), 6(34.33), 7(34.57), E/2SW/4, SE/4NW/4 SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 7: NE/4 SEC 20: N/2
LSE-00906	MARCUS, BENJAMIN M. TRUST, RICHARD E. MARCUS, TRUSTEEE	DIAMOND RESOURCES CO	7/29/2011	7/29/2014	BK 317M; PG 440	2,013.84	463.46	23.0137%	20.0000%	1.5000%	78.5000%	T163N-R103W, 5TH P.M. SEC 14: N/2, N/2S/2 SEC 25: SW/4 SEC 26: NE/4 SEC 26: W/2 SEC 26: SE/4 SEC 27: LOTS 1(23.87), 2 (23.59), 3 (23.33), 4 (23.05), E/2 SEC 35: E/2
LSE-00907	BORCHERT, NANCY A.	DIAMOND RESOURCES CO	7/29/2011	7/29/2014	BK 317M; PG 432	480.00	7.00	1.4583%	20.0000%	1.5000%	78.5000%	T163N-R103W, 5TH P.M. SEC 14: N/2, N/2S/2
LSE-00908	JOHNSON, ROBERT POST	DIAMOND RESOURCES CO	7/29/2011	7/29/2014	BK 317M; PG 434	480.00	7.00	1.4583%	20.0000%	1.5000%	78.5000%	T163N-R103W, 5TH P.M. SEC 14: N/2, N/2S/2
LSE-00912	BURNS, BRUCE	LYNX OIL COMPANY	9/1/2011	9/1/2016	BK 320M; PG 400	472.12	39.51	8.3681%	19.0000%	1.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 30: S/2SE/4 SEC 31: N/2NE/4 SEC 31: LOTS 1 (36.03), 2 (36.09), E/2NW/4 T163N-R103W, 5TH P.M. SEC 25: SE/4
LSE-00913	MCINTEER, LINDA OLSON	LYNX OIL COMPANY	9/21/2011	9/21/2014	BK 309M; PG 172	262.20	32.78	12.5000%	19.0000%	1.0000%	80.0000%	T164N-R102W, 5TH P.M. SEC 31: NW/4NE/4, S/2NE/4, LESS THE WEST 370 FEET OF SW/4NE/4, NE/4NW/4, LOT 1 (33.41), E/2SE/4
LSE-00914	RASMUSSEN, RUTH A.	DIAMOND RESOURCES CO	7/22/2011	7/22/2014	BK 318M; PG 254	320.00	11.44	3.5750%	20.0000%	1.5000%	78.5000%	T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: NW/4 SEC 23: N/2SW/4
LSE-00915	SCHIEFFER, DEBORA	DIAMOND RESOURCES CO	5/17/2011	5/17/2014	BK 314M; PG 255	717.99	21.82	3.0396%	18.7500%	1.5000%	78.5000%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 SEC 10: 2.52 ACRE TRACT IN LOT 4 MFD IN 77-292 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4 SEC 31: SE/4 SEC 32: S/2SW/4, NE/4SW/4, SW/4SE/4
LSE-00916	ROMERO, ROBBIN	DIAMOND RESOURCES CO	6/6/2011	6/6/2014	BK 316M; PG 150	463.80	6.77	1.4593%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 14: LOTS 1 (23.80), W/2NE/4, SE/4NE/4 T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: N/2SW/4 SEC 23: NW/4
LSE-00917	SAUVAGEAU, SUSAN	DIAMOND RESOURCES CO	6/6/2011	6/6/2014	BK 315M; PG 576	463.80	6.77	1.4593%	20.0000%	1.5000%	78.5000%	T163N-R102W, 5TH P.M. SEC 14: LOTS 1 (23.80), W/2NE/4, SE/4NE/4 T163N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: N/2SW/4 SEC 23: NW/4
LSE-00919	DERBY ENERGY, LLC	DIAMOND RESOURCES CO	10/26/2011	10/26/2014	BK 325M; PG 571	478.86	450.13	94.0000%	18.7500%	1.5000%	78.5000%	T160N-R103W, 5TH P.M. SEC 17: SW/4 SEC 17: SE/4 SEC 19: LOTS 3 (39.45), 2 (39.41), E/2SE/4

A-6

EXHIBIT "A"

PART 2

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00001	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 261M; PG 631	160.00	80.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 13: NE/4
LSE-00002	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 260M; PG 1	160.00	80.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 12: SW/4
LSE-00003	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 260M; PG 4	320.00	160.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 13: N/2
LSE-00004	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 260M; PG 7	80.00	40.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 14: E/2NE/4
LSE-00007	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 259M; PG 467	160.00	80.00	50.0000%	16.6667%	3.3333%	80.0000%	T164N-R103W, 5TH P.M. SEC 35: SE/4NE/4, E/2SE/4, SW/4SE/4
LSE-00008	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 260M; PG 420	204.98	102.49	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 3: GOVERNMENT LOTS 5 (22.46), 6 (22.52), SE/4
LSE-00009	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 251M; PG 25 BK 260M; PG 85	143.80	71.90	50.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 14: LOT 1 (23.80), W/2NE/4, SE/4NE/4
LSE-00010	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 259M; PG 711	160.00	80.00	50.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: SE/4
LSE-00011	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 50	320.00	160.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 25: E/2
LSE-00016	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 264M; PG 746	320.00	160.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R101W, 5TH P.M. SEC 35: S/2
LSE-00017	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 53	200.00	100.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R101W, 5TH P.M. SEC 20: SE/4, NE/4NW/4
LSE-00018	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 56	120.00	60.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R101W, 5TH P.M. SEC 21: W/2NW/4, SE/4NW/4
LSE-00019	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 59	200.00	100.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R101W, 5TH P.M. SEC 21: SW/4, NW/4SE/4
LSE-00020	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 62	160.00	80.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R101W, 5TH P.M. SEC 28: SW/4
LSE-00021	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 65	320.00	160.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R101W, 5TH P.M. SEC 29: N/2
LSE-00022	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 68	40.00	20.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 3: NW/4SW/4
LSE-00023	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 71	400.96	200.48	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 4: LOTS 1 (40.30), 2 (40.26), 3 (40.22), 4 (40.18), SE/4NW/4, S/2NE/4, NE/4SW/4, N/2SE/4
LSE-00024	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 74	240.00	120.00	50.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 33: SW/4, S/2NE/4
LSE-00025	AGRIBANK, FCB	ROVER RESOURCES INC.	6/19/2008	6/19/2013	BK 266M; PG 77	80.00	40.00	50.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 34: S/2NW/4
LSE-00026	ALBERT, BETTY A., AND FRED ALBERT	JAMES P. DESJARLAIS	8/25/2008	8/25/2013	BK 264M; PG 649	757.28	48.41	6.3926%	16.6667%	3.3333%	80.0000%	INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS: T161N-R101W, 5TH P.M. SEC 1: LOTS 3 (40.25), 4 (40.35), S/2NW/4 SEC 3: NW/4SW/4 SEC 4: SW/4SW/4 SEC 9: NW/4NW/4 SEC 9: NE/4NE/4 SEC 23: N/2NW/4 T161N-R102W, 5TH P.M. SEC 1: LOTS 2 (40.02), 3 (40.02) SEC 1: LOT 4 (40.04) T162N-R101W, 5TH P.M. SEC 19: LOTS 3 (38.25), 4 (38.35), E/2SW/4 T162N-R102W, 5TH P.M. SEC 26: N/2NW/4
LSE-00027	ALFELD, LORIE ANN HAUGEN, FKA LORIE ANN HAUGEN, AKA LAURIE ANN HAUGEN	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 258M; PG 35	1542.67	99.04	6.4200%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00033	ANDERSEN, KATHY R., aka KATHY R. ANDERSON, ET VIR	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 258M; PG 23	1542.67	66.10	4.2848%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOTS 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4

A-7

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00036	ANHALT, CRAIG D, A SINGLE MAN	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 258M; PG 26	1542.67	66.10	4.2848%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00045	BAKKE, ERNEST AND SHIRLEY	ROVER RESOURCES INC.	7/11/2008	7/11/2013	BK 263M; PG 702	1029.51	445.47	43.2701%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 12: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGE 370 (6.40 acres) SEC 13: NE/4 SEC 13: S/2 SEC 13: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGES 326 & 361 (0.82 Acres) SEC 14: SE/4 SEC 14: ALL THAT PORTION OF AUDITORS LOT 2 (76.73), BEING THE NE/4NE/4 AND THE S/2NE/4 LYING SOUTHEASTERLY OF THE RR AS DESCRIBED IN BOOK 85 OF DEEDS, PAGE 211
LSE-00046	BAKKE, ERNEST AND SHIRLEY	ROVER RESOURCES INC.	7/30/2008	7/30/2013	BK 263M; PG 705	311.20	210.40	67.6093%	16.6667%	3.3333%	80.0000%	T162N-R101W, 5TH P.M. SEC 18: LOTS 1 (37.65), 2 (37.75), 3 (37.85), 4 (37.95) T162N-R102W, 5TH P.M. SEC 8: E/2E/2
LSE-00047	BALE, MAVIS, AKA MAVIS L. BALE	ROVER RESOURCES INC.	8/10/2008	8/10/2013	BK 261M; PG 623	80.00	3.75	4.6875%	16.6667%	3.3333%	80.0000%	T164N-R103W, 5TH P.M. SEC 35: S/2SW/4
LSE-00050	BERVIK, GLENNY C.	ROVER RESOURCES INC.	8/20/2008	8/20/2013	BK 265M; PG 105	387.73	273.87	70.6342%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 30: LOTS 2 (35.85), 3 (35.91), 4 (35.97), SE/4NW/4, E/2SW/4 T163N-R103W, 5TH P.M. SEC 24: NW/4
LSE-00051	BLACK, YVONNE	JAMES P. DESJARLAIS	7/2/2008	7/2/2013	BK 259M; PG 443	715.47	47.09	6.5813%	14.2857%	5.7143%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4, SE/4 SEC 32: NE/4SW/4, S/2SW/4, SW/4SE/4
LSE-00053	BOWMAN, PEGGY L.	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 259M; PG 72	1542.67	66.08	4.2835%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00055	BRAMBLE, RHONDA, AKA RHODA L. BRAMBLE	ROVER RESOURCES INC.	8/10/2008	8/10/2013	BK 261M; PG 621	80.00	3.75	4.6875%	16.6667%	3.3333%	80.0000%	T164N-R103W, 5TH P.M. SEC 35: S/2SW/4
LSE-00057	BROTHERS, ALISHA E., A WIDOW	ROVER RESOURCES INC.	6/3/2008	6/3/2013	BK 259M; PG 81	160.00	12.00	7.5000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: SE/4
LSE-00059	BROWN, JACKIE M.	ROVER RESOURCES INC.	9/24/2008	9/24/2013	BK 263M; PG 691	1080.38	11.92	1.1033%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00061	CHRISTENSEN, TRACY	ROVER RESOURCES INC.	9/24/2008	9/24/2013	BK 263M; PG 688	1080.38	11.92	1.1033%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00062	CHRISTIAN, REGGIE L.	ROVER RESOURCES INC.	8/30/2008	8/30/2013	BK 263M; PG 211	320.30	45.00	14.0493%	16.6667%	3.3333%	80.0000%	T161N-R102W, 5TH P.M. SEC 5: LOTS 1 (40.18), 2 (40.12), S/2NE/4 T162N-R102W, 5TH P.M. SEC 33: SW/4
LSE-00063	CRONE, PAMELA	ROVER RESOURCES INC.	9/24/2008	9/24/2013	BK 263M; PG 682	1080.38	95.06	8.7988%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4

A-8

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00064	DAHL, MARVIN L AND TERESA F. , TRUSTORS AND TRUSTEES UNDER TRUST AGMT DTD 4-29-04	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 264M; PG 749	320.00	200.00	62.5000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 33: NW/4 SEC 34: N/2NE/4 SEC 34: N/2NW/4
LSE-00065	DECKER, RUBY, ET VIR	ROVER RESOURCES INC.	5/19/2008	5/19/2013	BK 259M; PG 57	160.00	6.00	3.7500%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00066	DILLER, EDITH AND KENNETH	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 258M; PG 9	160.00	4.80	3.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00071	EKNESS, DANNY AND JULIE	ROVER RESOURCES INC.	7/30/2008	7/30/2013	BK 260M; PG 615	319.53	53.26	16.6667%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 6: LOTS 1 (39.72), 2 (39.81), S/2NE/4 SEC 6: SE/4
LSE-00072	EKNESS, MURRAY D. AND ILEAH	ROVER RESOURCES INC.	7/30/2008	7/30/2013	BK 260M; PG 617	319.53	53.26	16.6667%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 6: LOTS 1 (39.72), 2 (39.81), S/2NE/4 SEC 6: SE/4
LSE-00073	ELM, BRIAN J.	ROVER RESOURCES INC.	8/27/2008	8/27/2013	BK 261M; PG 627	840.00	62.25	7.4107%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 7: E/2SW/4, SE/4 SEC 8: SW/4SW/4 T162N-R103W, 5TH P.M. SEC 12: SW/4 SEC 13: N/2 SEC 14: E/2NE/4
LSE-00074	EPPERLY, GAYLE A.	JAMES P. DESJARLAIS	2/5/2008	2/5/2013	BK 259M; PG 449	715.47	47.09	6.5813%	14.2857%	5.7143%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4, SE/4 SEC 32: NE/4SW/4, S/2SW/4, SW/4SE/4
LSE-00077	FORINASH, SHARON	ROVER RESOURCES INC.	8/7/2008	8/7/2013	BK 261M; PG 109	480.00	4.74	0.9875%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00078	FORINASH, SHARON	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 262M; PG 414	1390.16	76.33	5.4907%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 17: N/2NW/4, S/2SW/4, E/2 SEC 18: NE/4 T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00079	FREUND & FAMILY LIMITED PARTNERSHIP L.L.P.	ROVER RESOURCES INC.	8/22/2008	8/22/2013	BK 263M; PG 711	320.00	215.20	67.2500%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 14: E/2NW/4, SW/4NW/4, N/2SW/4 SEC 14: NW/4NW/4 SEC 26: N/2SE/4
LSE-00080	FREUND, PAULINE	ROVER RESOURCES INC.	9/5/2008	9/5/2013	BK 263M; PG 717	400.00	160.00	40.0000%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 14: S/2SW/4 SEC 23: NW/4 SEC 27: NE/4
LSE-00082	GIBSON, ADRIENNE	ROVER RESOURCES INC.	9/24/2008	9/24/2013	BK 265M; PG 100	1080.38	47.56	4.4022%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00083	GJESDAL, DARROLD D.	JAMES P. DESJARLAIS	2/12/2008	2/12/2013	BK 257M; PG 585	715.47	47.10	6.5831%	14.2857%	5.7143%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4, SE/4 SEC 32: NE/4SW/4, S/2SW/4, SW/4SE/4
LSE-00084	GJESDAL, EDWARD	JAMES P. DESJARLAIS	2/4/2008	2/4/2013	BK 257M; PG 579	715.47	141.31	19.7513%	14.2857%	5.7143%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4, SE/4 SEC 32: NE/4SW/4, S/2SW/4, SW/4SE/4
LSE-00085	GOLONKA, JOSEPH T. AND RITA E.	ROVER RESOURCES INC.	8/27/2008	8/27/2013	BK 262M; PG 167	160.00	10.00	6.2500%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: SE/4
LSE-00086	GONZALES, MELODEE R.	ROVER RESOURCES INC.	6/10/2008	6/10/2013	BK 259M; PG 65	160.00	4.80	3.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00087	GORDON FAMILY TRUST DTATED 6-10-97, MARTHA M. GORDON, TRUSTEE	ROVER RESOURCES INC.	5/15/2008	5/15/2013	BK 258M; PG 7	160.00	24.00	15.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00089	GRAY, JAMES R. AND JOANN	ROVER RESOURCES INC.	7/30/2008	7/30/2013	BK 260M; PG 416	160.00	20.00	12.5000%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 26: NW/4

A-9

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00091	HAGEN, SUSAN J.	JAMES P. DESJARLAIS	2/4/2008	2/4/2013	BK 257M; PG 588	715.47	47.10	6.5831%	14.2857%	5.7143%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4, SE/4 SEC 32: NE/4SW/4, S/2SW/4, SW/4SE/4
LSE-00092	HALL, ALMA G., A WIDOW	JAMES P. DESJARLAIS	2/4/2008	2/4/2013	BK 257M; PG 582	715.47	141.31	19.7513%	14.2857%	5.7143%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4, SE/4 SEC 32: NE/4SW/4, S/2SW/4, SW/4SE/4
LSE-00093	HAMMER, CLINTON	ROVER RESOURCES INC.	8/30/2008	8/30/2013	BK 262M; PG 406	840.34	35.75	4.2542%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 3: LOTS 3 (40.29), 4 (40.31), S/2NW/4 SEC 4: NW/4SW/4 SEC 4: SW/4NW/4 SEC 5: LOTS 1 (40.12), 2 (40.02), S/2NE/4 SEC 5: LOTS 3 (39.94), 4 (39.84), S/2NW/4 SEC 6: LOT 1 (39.82), SE/4NE/4 T163N-R102W, 5TH P.M. SEC 32: NW/4SW/4 SEC 33: SE/4
LSE-00103	HARMS, ESTELLA VIRGINIA, FKA ESTELLA VIRGINIA BROTHERS	ROVER RESOURCES INC.	6/2/2008	6/2/2013	BK 259M; PG 85	160.00	6.00	3.7500%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: SE/4
LSE-00104	HARSHBARGER, CLEMENT C. AND AGNES CUEVAS	ROVER RESOURCES INC.	4/29/2008	4/29/2013	BK 257M; PG 734	160.00	40.00	25.0000%	15.0000%	5.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NE/4
LSE-00105	HARSHBARGER, DIANE	ROVER RESOURCES INC.	4/29/2008	4/29/2013	BK 257M; PG 736	160.00	20.00	12.5000%	15.0000%	5.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NE/4
LSE-00106	HARSHBARGER, DORIS, INDIV & AS PERS REP OF ESTATE OF DAVID H. HARSHBARGER, DEC'D	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 259M; PG 67	160.00	24.00	15.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00107	HARSHBARGER, EARL ET UX	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 258M; PG 3	160.00	4.80	3.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00108	HARSHBARGER, ELLIS AND DAWN	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 258M; PG 13	160.00	4.80	3.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00109	HARSHBARGER, GLORIA L., A WIDOW AND AS LAWFUL SUCCESSOR OF WILLIAM LEE HARSHBARGER	ROVER RESOURCES INC.	5/5/2008	5/5/2013	BK 257M; PG 744	160.00	8.00	5.0000%	15.0000%	5.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NE/4
LSE-00110	HARSHBARGER, IVAN, ET UX	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 257M; PG 748	160.00	4.80	3.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00111	HARSHBARGER, LARRY D., ET UX	ROVER RESOURCES INC.	5/19/2008	5/19/2013	BK 259M; PG 61	160.00	6.00	3.7500%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00112	HARSHBARGER, LEWIS W., SR.	ROVER RESOURCES INC.	4/29/2008	4/29/2013	BK 257M; PG 738	160.00	16.00	10.0000%	15.0000%	5.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NE/4
LSE-00113	HARSHBARGER, PEARL D., BY PEGGY ARNOLD, ATTORNEY -IN-FACT	ROVER RESOURCES INC.	5/29/2008	5/29/2013	BK 259M; PG 434	160.00	40.00	25.0000%	15.0000%	5.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NE/4
LSE-00114	HARSHBARGER, RALPH AND EVELYN	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 259M; PG 55	160.00	4.80	3.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00121	HAUGEN, KIM JAY AND SHARON	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 258M; PG 38	1542.67	197.95	12.8316%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00125	HAUGEN, VERN AKA VERN W. HAUGEN	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 258M; PG 17	1542.67	99.04	6.4200%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00128	HAYS, HAROLD SCOTT	ROVER RESOURCES INC.	8/20/2008	8/20/2013	BK 262M; PG 141	160.00	20.00	12.5000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NE/4
LSE-00131	HERMAN, DONALD	ROVER RESOURCES INC.	10/3/2008	10/3/2013	BK 263M; PG 661	1436.02	88.24	6.1448%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOT 4 (36.26) SEC 7: NE/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 1 (39.94), 2 (39.82), SW/4NE/4 SEC 1: SW/4 SEC 1: SE/4 SEC 11: N/2 SEC 12: NW/4 T163N-R102W, 5TH P.M. SEC 33: SW/4, S/2NE/4 SEC 34: S/2NW/4

A-10

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00132	HERMAN, GERALD	ROVER RESOURCES INC.	10/3/2008	10/3/2013	BK 263M; PG 187	1436.02	88.24	6.1448%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOT 4 (36.26) SEC 7: NE/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 1 (39.94), 2 (39.82), SW/4NE/4 SEC 1: SW/4 SEC 1: SE/4 SEC 11: N/2 SEC 12: NW/4 T163N-R102W, 5TH P.M. SEC 33: SW/4, S/2NE/4 SEC 34: S/2NW/4
LSE-00133	HERMAN, JAMES	ROVER RESOURCES INC.	10/3/2008	10/3/2013	BK 263M; PG 658	796.02	35.39	4.4459%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOT 4 (36.26) SEC 7: NE/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 1 (39.94), 2 (39.82), SW/4NE/4 SEC 1: SE/4 T163N-R102W, 5TH P.M. SEC 33: SW/4, S/2NE/4 SEC 34: S/2NW/4
LSE-00134	HERMAN, RICHARD	ROVER RESOURCES INC.	10/3/2008	10/3/2013	BK 263M; PG 664	796.02	35.39	4.4459%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOT 4 (36.26) SEC 7: NE/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 1 (39.94), 2 (39.82), SW/4NE/4 SEC 1: SE/4 T163N-R102W, 5TH P.M. SEC 33: SW/4, S/2NE/4 SEC 34: S/2NW/4
LSE-00135	HERMAN, WAYNE A. AND ARLETTA J.	ROVER RESOURCES INC.	7/30/2008	7/30/2013	BK 239M; PG 129	1236.98	385.92	31.1986%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 3: NW/4SW/4 SEC 4: LOTS 1 (40.30), 2 (40.26), 3 (40.22), 4 (40.18), SE/4NW/4, S/2NE/4, NE/4SW/4, N/2SE/4 SEC 6: LOT 4 (36.26) SEC 7: NE/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 1 (39.94), 2 (39.82), SW/4NE/4 SEC 1: SE/4 T163N-R102W, 5TH P.M. SEC 33: SW/4, S/2NE/4 SEC 34: S/2NW/4
LSE-00140	HUESERS, ANNA MARIE	ROVER RESOURCES INC.	7/29/2008	7/29/2013	BK 262M; PG 451	160.00	100.00	62.5000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 25: NE/4NE/4 SEC 25: W/2NE/4, SE/4NE/4
LSE-00141	HUESERS, ANNA MARIE	ROVER RESOURCES INC.	7/29/2008	7/29/2013	BK 263M; PG 708	55.20	55.20	100.0000%	16.6667%	3.3333%	80.0000%	INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS: T162N-R102W, 5TH P.M. SEC 12: SW/4 LYING WEST OF THE SOO LINE RAILROAD ROW
LSE-00144	JACK, KAREN KANE FKA KAREN KANE	JAMES P. DESJARLAIS	7/2/2008	7/3/2013	BK 259M; PG 446	715.47	47.09	6.5813%	14.2857%	5.7143%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4, SE/4 SEC 32: NE/4SW/4, S/2SW/4, SW/4SE/4
LSE-00145	JACOBSON, DORIS	ROVER RESOURCES INC.	8/7/2008	8/7/2013	BK 260M; PG 609	480.00	4.74	0.9875%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00146	JACOBSON, DORIS	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 262M; PG 420	1390.16	76.33	5.4907%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 17: N/2NW/4, S/2SW/4, E/2 SEC 18: NE/4 T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00147	JAMES, DEBRA S.	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 259M; PG 75	1542.67	66.08	4.2835%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00149	JENSEN, CLINTON N.	ROVER RESOURCES INC.	8/30/2008	8/30/2013	BK 263M; PG 218	320.00	17.78	5.5563%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 25: E/2
LSE-00150	JENSEN, LOLA MAE	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 259M; PG 69	1542.67	197.95	12.8316%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4

A-11

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00152	JOHNSON, FAYE LYNN, ET VIR	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 258M; PG 20	1542.67	66.10	4.2848%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62),SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00156	KASEMAN, CLAUDE D., ET UX	ROVER RESOURCES INC.	5/13/2008	5/13/2013	BK 258M; PG 41	160.00	24.00	15.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 15: SW/4
LSE-00157	KEGLEY, SHERRI R.	ROVER RESOURCES INC.	8/30/2008	8/30/2013	BK 263M; PG 213	320.30	45.00	14.0493%	16.6667%	3.3333%	80.0000%	T161N-R102W, 5TH P.M. SEC 5: LOTS 1 (40.18), 2 (40.12), S/2NE/4 T162N-R102W, 5TH P.M. SEC 33: SW/4
LSE-00160	KRAFT, DIANNE L.	ROVER RESOURCES INC.	10/1/2008	10/1/2013	BK 263M; PG 685	1080.38	19.08	1.7660%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00161	KULIG, MARLA	ROVER RESOURCES INC.	9/18/2008	9/18/2013	BK 263M; PG 713	320.00	20.00	6.2500%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 25: NW/4 SEC 33: NE/4
LSE-00167	LOWE-MOORE, ELIZABETH J.	ROVER RESOURCES INC.	8/7/2008	8/7/2013	BK 260M; PG 607	480.00	4.74	0.9875%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00168	LOWE-MOORE, ELIZABETH J.	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 262M; PG 417	1390.16	76.33	5.4907%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 17: N/2NW/4, S/2SW/4, E/2 SEC 18: NE/4 T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00170	MANGEL, ALAN	ROVER RESOURCES INC.	8/1/2008	8/1/2013	BK 263M; PG 196	484.54	121.14	25.0000%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 10: LOTS 2 (23.18), 3 (23.22), 4 (23.26) SEC 11: SW/4 SEC 15: LOTS 1 (23.39), 2 (23.61), 3 (23.83), 4 (24.05), SE/4
LSE-00171	MANGEL, CAROL, AIF FOR ARTIE MEYER, aka MATIE M. MEYER, A WIDOW	ROVER RESOURCES INC.	5/15/2008	5/15/2013	BK 258M; PG 15	160.00	20.00	12.5000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00172	MANGEL, DARRELL	ROVER RESOURCES INC.	8/1/2008	8/1/2013	BK 262M; PG 442	484.54	121.14	25.0000%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 10: LOTS 2 (23.18), 3 (23.22), 4 (23.26) SEC 11: SW/4 SEC 15: LOTS 1 (23.39), 2 (23.61), 3 (23.83), 4 (24.05), SE/4
LSE-00173	MANGEL, DOLORES J.	ROVER RESOURCES INC.	7/30/2008	7/30/2013	BK 260M; PG 95	160.00	80.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 15: SE/4
LSE-00174	MANGEL, DOLORES J.	ROVER RESOURCES INC.	8/1/2008	8/1/2013	BK 263M; PG 200	320.00	80.00	25.0000%	16.6667%	3.3333%	80.0000%	T161N-R102W, 5TH P.M. SEC 10: S/2SE/4 SEC 11: S/2SW/4 T162N-R103W, 5TH P.M. SEC 35: SE/4
LSE-00175	MANGEL, L. DWIGHT, AKA DWIGHT MANGEL	ROVER RESOURCES INC.	8/30/2008	8/30/2013	BK 265M; PG 103	484.54	80.79	16.6735%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 10: LOTS 2 (23.18), 3 (23.22), 4 (23.26) SEC 11: SW/4 SEC 15: LOTS 1 (23.39), 2 (23.61), 3 (23.83), 4 (24.05), SE/4
LSE-00176	MANGEL, MERLE	ROVER RESOURCES INC.	8/30/2008	8/30/2013	BK 262M; PG 446	484.54	80.79	16.6735%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 10: LOTS 2 (23.18), 3 (23.22), 4 (23.26) SEC 11: SW/4 SEC 15: LOTS 1 (23.39), 2 (23.61), 3 (23.83), 4 (24.05), SE/4
LSE-00177	MARSH, GAYLEN	ROVER RESOURCES INC.	9/15/2008	9/15/2013	BK 262M; PG 412	160.00	10.00	6.2500%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 26: NW/4
LSE-00178	MARSH, MARLYS FKA MARLYN NORDHAGEN	ROVER RESOURCES INC.	9/5/2008	9/5/2013	BK 262M; PG 161	480.00	4.74	0.9875%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00179	MARSH, MARLYS FKA MARLYN NORDHAGEN	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 262M; PG 158	1390.16	76.33	5.4907%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 17: N/2NW/4, S/2SW/4, E/2 SEC 18: NE/4 T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00180	MARX, IRMA V., AKA IRMA V.E. MARX AND WILLIAM CHARLES MARX	ROVER RESOURCES INC.	9/8/2008	9/8/2013	BK 263M; PG 697	640.00	640.00	100.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 4: S/2S/2 SEC 5: S/2 SEC 9: NW/4
LSE-00182	MCCULLISS, PAUL L.	ROVER RESOURCES INC.	8/26/2008	8/26/2013	BK 261M; PG 625	480.00	3.95	0.8229%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00183	MCCULLISS, PAUL L.	ROVER RESOURCES INC.	9/25/2008	9/25/2013	BK 263M; PG 670	600.38	4.04	0.6729%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4

A-12

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00184	MEAGHER, DENNIS	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 258M; PG 5	160.00	4.80	3.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00185	MEAGHER, KENNETH ET UX	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 258M; PG 1	160.00	4.80	3.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00186	MEAGHER, RICHARD AND CODI	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 258M; PG 11	160.00	4.80	3.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00187	MEYER, HUGH J., ET UX	ROVER RESOURCES INC.	5/16/2008	5/16/2013	BK 257M; PG 746	160.00	20.00	12.5000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00188	MOORE, CALVIN	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 262M; PG 429	1390.16	76.33	5.4907%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 17: N/2NW/4, S/2SW/4, E/2 SEC 18: NE/4 T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00189	MOORE, CALVIN	ROVER RESOURCES INC.	8/19/2008	8/19/2013	BK 261M; PG 647	480.00	4.74	0.9875%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00190	MOORE, DORAN	ROVER RESOURCES INC.	8/7/2008	8/7/2013	BK 262M; PG 165	480.00	4.73	0.9860%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00191	MOORE, DORAN	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 263M; PG 673	1390.16	76.33	5.4907%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 17: N/2NW/4, S/2SW/4, E/2 SEC 18: NE/4 T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00192	MOORE, LLOYD	ROVER RESOURCES INC.	8/7/2008	8/7/2013	BK 262M; PG 163	480.00	4.74	0.9875%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00193	MOORE, LLOYD	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 262M; PG 155	1390.16	76.33	5.4907%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 17: N/2NW/4, S/2SW/4, E/2 SEC 18: NE/4 T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00194	MOORE, RICHARD AKA RICHARD E. MOORE, AKA DICK MOORE	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 262M; PG 423	309.78	13.97	4.5097%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 18: NE/4
LSE-00195	MOORE, ROBERT C. AND MARILYN	ROVER RESOURCES INC.	9/17/2008	9/17/2013	BK 262M; PG 440	160.00	5.00	3.1250%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: SE/4
LSE-00196	MOORE, SCOTT	ROVER RESOURCES INC.	9/15/2008	9/15/2013	BK 263M; PG 190	1390.16	62.38	4.4873%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 17: N/2NW/4, S/2SW/4, E/2 SEC 18: NE/4 T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00197	MURPHY, VALERIE L.	JAMES P. DESJARLAIS	2/5/2008	2/5/2013	BK 257M; PG 591	715.47	47.10	6.5831%	14.2857%	5.7143%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: LOTS 2 (39.88), 3 (39.93), 5 (36.38), SW/4NE/4, SE/4NW/4 T162N-R103W, 5TH P.M. SEC 1: LOTS 3 (39.70), 4 (39.58), SE/4NE/4 T163N-R102W, 5TH P.M. SEC 31: S/2NE/4, SE/4 SEC 32: NE/4SW/4, S/2SW/4, SW/4SE/4
LSE-00201	NELSON, LARRY	ROVER RESOURCES INC.	10/1/2008	10/1/2013	BK 263M; PG 679	1080.38	19.08	1.7660%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00202	NELSON, MYRNA	ROVER RESOURCES INC.	8/30/2008	8/30/2013	BK 262M; PG 444	484.54	80.79	16.6735%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 10: LOTS 2 (23.18), 3 (23.22), 4 (23.26) SEC 11: SW/4 SEC 15: LOTS 1 (23.39), 2 (23.61), 3 (23.83), 4 (24.05), SE/4
LSE-00203	NIELSEN, ERIC, ET UX	JAMES P. DESJARLAIS	8/12/2008	8/12/2013	BK 264M; PG 739	320.00	10.00	3.1250%	16.6667%	3.3333%	80.0000%	T161N-R103W, 5TH P.M. SEC 14: N/2NW/4 SEC 15: NE/4, N/2SE/4
LSE-00205	NORBY, TRYGVE	ROVER RESOURCES INC.	9/5/2008	9/5/2013	BK 264M; PG 751	439.99	359.99	81.8178%	16.6667%	3.3333%	80.0000%	T161N-R101W, 5TH P.M. SEC 5: LOT 4 (39.99) SEC 6: LOTS 1 (40.00), 2 (40.00) T162N-R101W, 5TH P.M. SEC 32: SW/4 SEC 32: NW/4
LSE-00207	NYBAKKEN, COLETTE AND JACK	ROVER RESOURCES INC.	9/18/2008	9/18/2013	BK 263M; PG 715	320.00	20.00	6.2500%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 25: NW/4 SEC 33: NE/4

A-13

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00208	ONSTAD, ELAINE, FKA ELAINE HIBBERT	ROVER RESOURCES INC.	8/27/2008	8/27/2013	BK 261M; PG 629	840.00	62.25	7.4107%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 7: E/2SW/4, SE/4 SEC 8: SW/4SW/4 T162N-R103W, 5TH P.M. SEC 12: SW/4 SEC 13: N/2 SEC 14: E/2NE/4
LSE-00209	OSVOLD, HARRIS, A WIDOWER	ROVER RESOURCES INC.	6/2/2008	6/2/2013	BK 259M; PG 83	160.00	24.00	15.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: SE/4
LSE-00216	PASCO, LINDA, ET VIR	ROVER RESOURCES INC.	5/19/2008	5/19/2013	BK 259M; PG 63	160.00	6.00	3.7500%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00217	PEDERSON, BEVERLY JEAN	ROVER RESOURCES INC.	6/2/2008	6/2/2013	BK 259M; PG 98	160.00	36.00	22.5000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 28: SW/4
LSE-00218	PEDERSON, IRENE L.	ROVER RESOURCES INC.	6/2/2008	6/2/2013	BK 259M; PG 96	160.00	36.00	22.5000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 28: SW/4
LSE-00220	PETSCHKE, MYRNA L.	ROVER RESOURCES INC.	9/27/2008	9/27/2013	BK 263M; PG 676	1080.38	19.05	1.7633%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00223	PULVERMACHER, LLOYD AND CAROL	ROVER RESOURCES INC.	7/1/2008	7/1/2013	BK 260M; PG 418	160.00	80.00	50.0000%	18.7500%	1.5000%	79.7500%	T163N-R102W, 5TH P.M. SEC 26: SE/4
LSE-00225	RATCLIFFE, MARGARET	ROVER RESOURCES INC.	9/25/2008	9/25/2013	BK 263M; PG 654	160.00	40.00	25.0000%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 15: SW/4
LSE-00227	REISTAD, DAVID O	ROVER RESOURCES INC.	5/29/2008	5/29/2013	BK 260M; PG 88	160.00	160.00	100.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 9: SW/4
LSE-00228	REISTAD, DONALD L.	ROVER RESOURCES INC.	5/29/2008	5/29/2013	BK 259M; PG 356	320.00	320.00	100.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 9: SE/4 T163N-R102W, 5TH P.M. SEC 34: SW/4
LSE-00229	REISTAD, DONALD L.	ROVER RESOURCES INC.	6/16/2008	6/16/2013	BK 259M; PG 706	440.52	440.52	100.0000%	16.6667%	3.3333%	80.0000%	INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS: T162N-R102W, 5TH P.M. SEC 3: LOTS 1 (40.25), 2 (40.27), S/2NE/4, NE/4SW/4, N/2SE/4 SEC 1: SW/4
LSE-00232	RUST, ELAINE	JAMES P. DESJARLAIS	8/28/2008	8/28/2013	BK 265M; PG 82	917.28	103.41	11.2735%	16.6667%	3.3333%	80.0000%	INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS: T161N-R101W, 5TH P.M. SEC 1: LOTS 3 (40.25), 4 (40.35), S/2NW/4 SEC 3: NW/4SW/4 SEC 4: SW/4SW/4 SEC 9: NW/4NW/4 SEC 9: NE/4NE/4 SEC 23: N/2NW/4 T161N-R102W, 5TH P.M. SEC 1: LOTS 2 (40.02), 3 (40.02) SEC 1: LOT 4 (40.04) T162N-R101W, 5TH P.M. SEC 19: LOTS 3 (38.25), 4 (38.35), E/2SW/4 T162N-R102W, 5TH P.M. SEC 18: SE/4 SEC 26: N/2NW/4
LSE-00233	RUST, ROBERT	JAMES P. DESJARLAIS	8/25/2008	8/25/2013	BK 264M; PG 632	160.00	20.00	12.5000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 18: SE/4
LSE-00234	SABO, MARTIN AND SYLVIA	ROVER RESOURCES INC.	8/18/2008	8/18/2013	BK 262M; PG 448	553.35	474.78	85.8010%	16.6667%	3.3333%	80.0000%	T162N-R101W, 5TH P.M. SEC 18: SE/4SW/4, S/2SE/4 SEC 19: LOTS 1 (38.05), 2 (38.15), N/2NE/4, SW/4NE/4, E/2NW/4 SEC 31: LOTS 2 (38.95), 3 (39.05), 4 (39.15), SE/4NW/4
LSE-00238	SCHINDLER, ROSEMARY AND ROLAND	JAMES P. DESJARLAIS	8/25/2008	8/25/2013	BK 264M; PG 645	757.28	48.41	6.3926%	16.6667%	3.3333%	80.0000%	INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS: T161N-R101W, 5TH P.M. SEC 1: LOTS 3 (40.25), 4 (40.35), S/2NW/4 SEC 3: NW/4SW/4 SEC 4: SW/4SW/4 SEC 9: NW/4NW/4 SEC 9: NE/4NE/4 SEC 23: N/2NW/4 T161N-R102W, 5TH P.M. SEC 1: LOTS 2 (40.02), 3 (40.02) SEC 1: LOT 4 (40.04) T162N-R101W, 5TH P.M. SEC 19: LOTS 3 (38.25), 4 (38.35), E/2SW/4 T162N-R102W, 5TH P.M. SEC 26: N/2NW/4
LSE-00239	SCHREIBER, BOBETTE	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 259M; PG 78	1542.67	66.08	4.2835%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00240	SCHULTZ, FERNE	ROVER RESOURCES INC.	8/8/2008	8/8/2013	BK 231M; PG 111	480.00	4.74	0.9875%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00241	SCHULTZ, FERNE	ROVER RESOURCES INC.	9/11/2008	9/11/2013	BK 262M; PG 426	1390.16	76.33	5.4907%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 17: N/2NW/4, S/2SW/4, E/2 SEC 18: NE/4 T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4

A-14

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00242	SETNESS, MARVEL R.	ROVER RESOURCES INC.	8/5/2008	8/5/2013	BK 260M; PG 605	80.00	3.75	4.6875%	16.6667%	3.3333%	80.0000%	T164N-R103W, 5TH P.M. SEC 35: S/2SW/4
LSE-00244	SKABO, LELAND D.	ROVER RESOURCES INC.	7/30/2008	7/30/2013	BK 261M; PG 115	238.00	119.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 25: SW/4 T162N-R103W, 5TH P.M. SEC 26: S/2SE/4, EXCEPTING THEREFROM THAT CERTAIN 2.00 ACRE TRACT CONVEYED TO SCHOOL DISTRICT NO. 9 IN BOOK 33 OF DEEDS, PAGE 464
LSE-00245	SKABO, LOWELL T.	ROVER RESOURCES INC.	7/30/2008	7/30/2013	BK 261M; PG 113	238.00	119.00	50.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 25: SW/4 T162N-R103W, 5TH P.M. SEC 26: S/2SE/4, EXCEPTING THEREFROM THAT CERTAIN 2.00 ACRE TRACT CONVEYED TO SCHOOL DISTRICT NO. 9 IN BOOK 33 OF DEEDS, PAGE 464
LSE-00248	SMITH, RODNEY P. AND ELGENE M.	ROVER RESOURCES INC.	7/23/2008	7/23/2013	BK 260M; PG 93	320.00	320.00	100.0000%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 25: NW/4 SEC 26: NE/4
LSE-00249	SMITH, SHIRLEY	ROVER RESOURCES INC.	9/26/2008	9/26/2013	BK 263M; PG 656	80.00	2.30	2.8750%	16.6667%	3.3333%	80.0000%	T164N-R103W, 5TH P.M. SEC 35: S/2SW/4
LSE-00292	STEVENS, NANCY ANN, FKA NANCY ANN MCCORPIN, FKA NANCY ANN NERING	ROVER RESOURCES INC.	7/21/2008	7/21/2013	BK 261M; PG 664 AND BK 262M; PG 152	2382.78	252.09	10.5797%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 6: LOTS 3 (39.89), 4 (33.84), 5 (34.11), 6 (34.33), 7 (34.57), SE/4NW/4, E/2SW/4 SEC 7: LOTS 3 (34.85), 4 (34.93), E/2SW/4 SEC 7: NE/4 SEC 18: LOTS 1 (35.01), 2 (35.13), 3 (35.23), 4 (35.35), E/2W/2, W/2SE/4 SEC 19: LOT 1 (35.44), N/2NE/4, NE/4NW/4 SEC 20: N/2 T163N-R103W, 5TH P.M. SEC 1: LOTS 1 (40.02), 2 (40.08), S/2NE/4 SEC 1: SW/4NW/4, W/2SW/4 SEC 12: W/2, SE/4 SEC 13: NE/4
LSE-00293	STOCKWELL, CAROLYN	ROVER RESOURCES INC.	8/7/2008	8/7/2013	BK 260M; PG 611	480.00	7.90	1.6458%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00294	STOCKWELL, CAROLYN	ROVER RESOURCES INC.	9/24/2008	9/24/2013	BK 262M; PG 432	1080.38	15.89	1.4708%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00295	STROMSTAD, ALLEN R. AND ALICE	ROVER RESOURCES INC.	7/15/2008	7/15/2013	BK 263M; PG 205	549.51	54.95	10.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 12: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGE 370 (6.40 acres) SEC 13: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGES 326 & 361 (0.82 Acres) SEC 14: ALL THAT PORTION OF AUDITORS LOT 2 (76.73), BEING THE NE/4NE/4 AND THE S/2NE/4 LYING SOUTHEASTERLY OF THE RR AS DESCRIBED IN BOOK 85 OF DEEDS, PAGE 211 SEC 14: SE/4
LSE-00296	STROMSTAD, CURTIS L. AND ANNE	ROVER RESOURCES INC.	7/15/2008	7/15/2013	BK 263M; PG 208	549.51	54.95	10.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 12: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGE 370 (6.40 acres) SEC 13: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGES 326 & 361 (0.82 Acres) SEC 14: ALL THAT PORTION OF AUDITORS LOT 2 (76.73), BEING THE NE/4NE/4 AND THE S/2NE/4 LYING SOUTHEASTERLY OF THE RR AS DESCRIBED IN BOOK 85 OF DEEDS, PAGE 211 SEC 14: SE/4

A-15

LEASE	LESSOR	LESSEE	LSE DATE	EXP DATE	REC INFO	GROSS	NET	MIN INT	LORI	ORRI	NRI	DESCRIPTION
LSE-00297	STROMSTAD, DONALD E. AND ELSIE	ROVER RESOURCES INC.	7/15/2008	7/15/2013	BK 263M; PG 202	549.51	54.95	10.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 12: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGE 370 (6.40 acres) SEC 13: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGES 326 & 361 (0.82 Acres) SEC 14: ALL THAT PORTION OF AUDITORS LOT 2 (76.73), BEING THE NE/4NE/4 AND THE S/2NE/4 LYING SOUTHEASTERLY OF THE RR AS DESCRIBED IN BOOK 85 OF DEEDS, PAGE 211 SEC 14: SE/4
LSE-00298	STROMSTAD, INEZ	ROVER RESOURCES INC.	7/15/2008	7/15/2013	BK 264M; PG 731	549.51	54.95	10.0000%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 12: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGE 370 (6.40 acres) SEC 13: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGES 326 & 361 (0.82 Acres) SEC 14: ALL THAT PORTION OF AUDITORS LOT 2 (76.73), BEING THE NE/4NE/4 AND THE S/2NE/4 LYING SOUTHEASTERLY OF THE RR AS DESCRIBED IN BOOK 85 OF DEEDS, PAGE 211 SEC 14: SE/4
LSE-00300	SWARTZ, DOROTHY LOY	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 258M; PG 29	1542.67	197.95	12.8316%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOT 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00301	SYLVIA, ELLEN aka ELLYN SYLVIA, A SINGLE WOMAN	ROVER RESOURCES INC.	5/19/2008	5/19/2013	BK 259M; PG 59	160.00	6.00	3.7500%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NW/4
LSE-00302	SYME, ROCKY R.	ROVER RESOURCES INC.	9/24/2008	9/24/2013	BK 263M; PG 193	1080.38	11.92	1.1033%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00304	THOMSEN, SHIRLEY B.	ROVER RESOURCES INC.	9/24/2008	9/24/2013	BK 263M; PG 694	1080.38	47.56	4.4022%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 12: W/2, SE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00308	THON, MAY H., ESTATE OF, REBECCA LACKEY, PERSONAL REPRESENTATIVE	ROVER RESOURCES INC.	7/4/2008	7/4/2013	BK 260M; PG 90	1240.34	685.84	55.2945%	16.6667%	3.3333%	80.0000%	INSOFAR AND ONLY INSOFAR AS SAID LEASE COVERS: T162N-R102W, 5TH P.M. SEC 3: LOTS 3 (40.29), 4 (40.31), S/2NW/4 SEC 3: S/2SE/4 SEC 4: SW/4NW/4 SEC 4: NW/4SW/4 SEC 5: LOTS 1 (40.12), 2 (40.02), S/2NE/4 SEC 5: LOTS 3 (39.94), 4 (39.84), S/2NW/4 SEC 6: LOT 1 (39.82), SE/4NE/4 SEC 10: E/2 T163N-R102W, 5TH P.M. SEC 32: NW/4SW/4 SEC 33: SE/4
LSE-00310	TOMMERUP, JOHN	ROVER RESOURCES INC.	9/18/2008	9/18/2013	BK 262M; PG 455	480.00	320.00	66.6667%	16.6667%	3.3333%	80.0000%	T162N-R103W, 5TH P.M. SEC 11: SE/4 SEC 23: E/2
LSE-00313	TRAINOR, DENISE FKA DENISE HAUGEN	ROVER RESOURCES INC.	5/20/2008	5/20/2013	BK 258M; PG 32	1542.67	197.95	12.8316%	16.6667%	3.3333%	80.0000%	T163N-R102W, 5TH P.M. SEC 19: LOTS 2 (35.54), 3 (35.62), SE/4NW/4, NE/4SW/4 SEC 19: LOTS 4 (35.72), SE/4SW/4, SE/4, S/2NE/4 SEC 20: S/2 SEC 30: LOT 1 (35.79), NE/4, NE/4NW/4, N/2SE/4 T163N-R103W, 5TH P.M. SEC 13: E/2SE/4 SEC 24: E/2NE/4 SEC 25: NE/4, N/2NW/4, SE/4NW/4
LSE-00317	VAN HOOSE, MARGARET A., REVOCABLE TRUST DTD 9-9-93, MARGARET A. VAN HOOSE, INITIAL TRUSTEE	ROVER RESOURCES INC.	9/17/2008	9/17/2013	BK 262M; PG 438	160.00	5.00	3.1250%	16.6667%	3.3333%	80.0000%	T162N-R102W, 5TH P.M. SEC 6: SE/4
LSE-00318	VAUGHT, GEORGE G., JR.	ROVER RESOURCES INC.	9/25/2008	9/25/2013	BK 262M; PG 435	600.38	4.04	0.6729%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 1: LOT 4 (40.18) SEC 1: SW/4NW/4, W/2SW/4 SEC 2: LOT 1 (40.20), S/2NE/4 SEC 13: NE/4 SEC 24: SW/4
LSE-00319	VAUGHT, GEORGE G., JR.	ROVER RESOURCES INC.	9/20/2008	9/20/2013	BK 262M; PG 409	480.00	3.95	0.8229%	16.6667%	3.3333%	80.0000%	T163N-R103W, 5TH P.M. SEC 12: W/2, SE/4
LSE-00323	WHITE, BETTY HARSHBARGER	ROVER RESOURCES INC.	5/5/2008	5/5/2013	BK 257M; PG 740	160.00	8.00	5.0000%	15.0000%	5.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NE/4
LSE-00324	WHITE, FERN HARSHBARGER	ROVER RESOURCES INC.	5/5/2008	5/5/2013	BK 257M; PG 742	160.00	8.00	5.0000%	15.0000%	5.0000%	80.0000%	T163N-R102W, 5TH P.M. SEC 21: NE/4

A-16

LEASE

LESSOR

LESSEE

LSE DATE

EXP DATE

REC INFO

GROSS

NET

MIN INT

LORI

ORRI

NRI

DESCRIPTION

LSE-00330

ZEHRUNG, BEVERLY AND CLAUDE D.

ROVER RESOURCES INC.

7/16/2008

7/16/2013

BK 263M;
PG 699

549.51

54.95

10.0000%

16.6667%

3.3333%

80.0000%

T162N-R102W, 5TH P.M.
SEC 12: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGE 370 (6.40 acres)
SEC 13: NW/4 EXCEPT THOSE CERTAIN STRIPS OF LAND CONVEYED TO THE RR AS DESCRIBED IN BOOK 5 OF DEEDS, PAGES 326 & 361 (0.82 Acres)
SEC 14: ALL THAT PORTION OF AUDITORS LOT 2 (76.73), BEING THE NE/4NE/4 AND THE S/2NE/4 LYING SOUTHEASTERLY OF THE RR AS DESCRIBED IN BOOK 85 OF DEEDS, PAGE 211
SEC 14: SE/4

LSE-00706

GJESDAL, DUANE DARROLD

JAMES P. DESJARLAIS

7/18/2008

7/18/2013

BK 622; PG 266

960.00

266.69

27.7802%

16.6667%

3.3333%

80.0000%

T36N-R58E, 5TH P.M.
SEC 2: SW/4
SEC 10: E/2E/2
SEC 11: W/2
T37N-R58E, 5TH P.M.
SEC 22: S/2SW/4, SW/4SE/4
SEC 27: NW/4NE/4, W/2NW/4
SEC 28: S/2NE/4

LSE-00707

BLACK, YVONNE

JAMES P. DESJARLAIS

7/18/2008

7/18/2013

BK 622; PG198

960.00

266.69

27.7802%

16.0000%

3.3333%

80.0000%

T36N-R58E, 5TH P.M.
SEC 2: SW/4
SEC 10: E/2E/2
SEC 11: W/2
T37N-R58E, 5TH P.M.
SEC 22: S/2SW/4, SW/4SE/4
SEC 27: NW/4NE/4, W/2NW/4
SEC 28: S/2NE/4

LSE-00824

JACK, KAREN KANE

JAMES P. DESJARLAIS

7/18/2008

7/18/2013

BK 621; PG 2326

960.00

266.69

27.7802%

16.0000%

3.3333%

80.5000%

T36N-R58E, 5TH P.M.
SEC 2: SW/4
SEC 10: E/2E/2
SEC 11: W/2
T37N-R58E, 5TH P.M.
SEC 22: S/2SW/4, SW/4SE/4
SEC 27: NW/4NE/4, W/2NW/4
SEC 28: S/2NE/4

14399.84

0.10

1439.98

A-17

EXHIBIT “B”

ASSIGNMENT, BILL OF SALE AND CONVEYANCE

This Assignment, Bill of Sale and Conveyance (this “Assignment”) dated as of 7:00 a.m., Mountain Time, on November 1, 2011, is from American Eagle Energy Inc., a Nevada corporation, whose address is 27 North 27th Street, Suite 21G, Billings, Montana 59101 (“AEE”), Eternal Energy Corp., a Nevada corporation, whose address is 2549 W. Main Street, Suite 202, Littleton, Colorado 80120 (“Eternal” and together with AEE, each an “Assignor” and collectively “Assignors”), to NextEra Energy Gas Producing, LLC, a Delaware limited liability company, whose address is 1000 Louisiana Street, Suite 5550, Houston, Texas 77002 (“Assignee”).

For Ten Dollars and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), each Assignor does hereby grant, bargain, sell, convey, assign, transfer, set over and deliver to Assignee an undivided 75% of such Assignor’s right, title and interest in and to the following (collectively, the “Assets”):

(a) The leasehold estates created by the oil and gas leases described in Exhibit A (the “Leases”), together with each and every kind and character of right, title, claim or interest which either Assignor has in and to the lands described in Exhibit A or covered by the Leases (collectively, the “Lands”), even though Assignors’ interests therein or in the Lands may be incorrectly described or omitted from Exhibit A; and

(b) Any and all leasehold interests and other rights, titles and interests of Assignor in and to any pooled acreage, communitized acreage or units arising on account of the Leases or the Lands having been pooled, communitized or unitized into such units (the “Unit Interests”);

(d) All oil, gas, well gas, casinghead gas, condensate, and all components of any of them (including liquids and products produced from any of them), in each case, produced from or attributable to the Subject Oil and Gas Interests from and after the Effective Time;

(e) The contracts and agreements described in Exhibit B;

B-1

(h) Copies of all files, records and data relating to the properties and interests described above, including, without limitation, all land, title, well and contract files, operations, accounting, environmental, production and tax records, and geological and geophysical data.

TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns, forever, subject to the following terms and conditions.

This Assignment binds and inures to the benefit of Assignor and Assignee and their respective successors and assigns.

Each Assignor, for itself and its successors, does covenant and agree that it will WARRANT and DEFEND title to the Assets unto Assignee, its successors and assigns, against all persons claiming or to claim the whole or any part thereof, by, through or under such Assignor, but not otherwise, and hereby warrants with respect to the Assets assigned by it that title to such Assets is free and clear of all liens, claims, security interests, mortgages, charges and encumbrances arising by, through or under such Assignor, but not otherwise. Assignee shall be and is hereby subrogated to all covenants and warranties of title by parties heretofore given or made to either Assignor or its predecessors in title in respect of any of the Assets. EXCEPT AS EXPRESSLY SET FORTH IN THE PRECEDING SENTENCES OF THIS PARAGRAPH, THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY. EACH ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY, EQUIPMENT, FIXTURES AND ITEMS OF MOVEABLE PROPERTY COMPRISING ANY PART OF THE ASSETS, INCLUDING (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF ASSIGNEE UNDER APPLICABLE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, AND (e) ANY CLAIM BY ASSIGNEE FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY UNDERSTOOD BY ASSIGNEE THAT SAID PERSONAL PROPERTY, FIXTURES, EQUIPMENT, AND ITEMS ARE BEING CONVEYED TO ASSIGNEE “AS IS”, “WHERE IS”, WITH ALL FAULTS, AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR.

B-2

At the request of Assignee but without further consideration, each Assignor shall execute and deliver or use reasonable efforts to cause to be executed and delivered such other instruments of conveyance and take such other actions as Assignee reasonably may request to more effectively assign title to the Assets to Assignee or put Assignee in possession of the Assets. If any of the Assets are incorrectly described, the description shall be corrected upon proof of the proper description.

This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

This Assignment may be executed in several counterparts and all of such counterparts together shall constitute one and the same instrument.

[Signature Pages Follow]

B-3

This Assignment has been executed by the parties hereto effective as of 7:00 a.m., Mountain Time, on November 1, 2011.

	ASSIGNORS:

	AMERICAN EAGLE ENERGY INC.

	By:
	Name:	Thomas G. Lantz
	Title:	Vice President, Operations

	ETERNAL ENERGY CORP.

	By:
	Name:	Brad Colby
	Title:	President

	ASSIGNEE:

	NEXTERA ENERGY GAS PRODUCING, LLC

	By:
	Name:	Lawrence A. Wall, Jr.
	Title:	President

B-4

STATE OF	)
	)	ss.
COUNTY OF	)

The foregoing instrument was acknowledged before me this _____ day of December, 2011, by Thomas G. Lantz as Vice President, Operations of American Eagle Energy Inc., a Nevada corporation, on behalf of the corporation.


	Notary Public

	Serial number, if any

(Seal, if any)

STATE OF	)
	)	ss.
COUNTY OF	)

The foregoing instrument was acknowledged before me this _____ day of December, 2011, by Brad Colby as President of Eternal Energy Corp., a Nevada corporation, on behalf of the corporation.


	Notary Public

	Serial number, if any

(Seal, if any)

B-5

STATE OF	)
	)	ss.
COUNTY OF	)

The foregoing instrument was acknowledged before me this _____ day of December, 2011, by Lawrence A. Wall, Jr. as President of NextEra Energy Gas Producing, LLC, a Delaware limited liability company, on behalf of the limited liability company.


	Notary Public

	Serial number, if any

(Seal, if any)

B-6

EXHIBIT “C”

JOINT OPERATING AGREEMENT

C-1

EXHIBIT “D”

FORM OF NON-FOREIGN STATUS AFFIDAVIT

NON-FOREIGN STATUS AFFIDAVIT

Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445 of the Code), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform [______________________], a [_______________] [__________________] (“Transferee”), whose mailing address is [_______________________,] that withholding of tax is not required upon the disposition of a U.S. real property interest by [__________________], a [_______________] [__________________] (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:

Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and Income Tax Regulations);

Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii) of the Income Tax Regulations;

Transferor’s U.S. employer identification number is [__-______]; and

Transferor’s office address is [_______________________].

Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Transferor.

EXECUTED effective as of the [____ day of _________], 2011.

	TRANSFEROR:

	[_____________________________________________]

	______________________________________________

	______________________________________________

	______________________________________________

D-1

SWORN TO AND SUBSCRIBED BEFORE ME this ______ day of _____, 20__.


	Notary Public in and for the
	State of [____________]


	Printed or Typed Name of Notary

	My Commission Expires:

D-2

EXHIBIT “E”

APPLICABLE CONTRACTS

1) That certain Joint Operating Agreement, dated October 26, 2006, by and between Rover Resources, Inc., as operator, and Eternal Energy Corp., as non-operator.

E-1

EXHIBIT “F”

form of oFFICER’S CERTIFICATE

[SELLER]

In satisfaction of the requirement set forth at Section 9.2(f) of that certain Purchase and Sale Agreement dated as of [_____________], 2011 (the “Agreement”), by and between American Eagle Energy Inc., a Nevada corporation (“AEE”), Eternal Energy Corp., a Nevada corporation (“Eternal”), and NextEra Energy Gas Producing, LLC, a Delaware limited liability company (“Buyer”), the undersigned, acting for and on behalf of [AEE] / [Eternal], hereby certifies to Buyer that to the best knowledge of the undersigned (capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement):

All representations and warranties of [AEE] / [Eternal] contained in the Agreement are true and correct in all material respects on and as of the date hereof, with the same force and effect as though such representations and warranties have been made or given on and as of the date hereof; and

[AEE] / [Eternal] has performed, or complied with, in all material respects, the agreements and covenants required by the Agreement to be performed and satisfied by [AEE] / [Eternal] prior to or at the Closing.

IN WITNESS WHEREOF, this Officer’s Certificate is executed this [___] day of [_________], 2011.

	[AMERICAN EAGLE ENERGY, INC.] / [ETERNAL ENERGY CORP.]

	By:
	Name:
	Title:

F-1

EXHIBIT “G”

form of oFFICER’S CERTIFICATE

[BUYER]

In satisfaction of the requirement set forth at Section 9.2(f) of that certain Purchase and Sale Agreement dated as of [_____________], 2011 (the “Agreement”), by and between American Eagle Energy Inc., a Nevada corporation (“AEE”), Eternal Energy Corp., a Nevada corporation (“Eternal,” and together with AEE, “Sellers”), and NextEra Energy Gas Producing, LLC, a Delaware limited liability company (“Buyer”), the undersigned, acting for and on behalf of Buyer, hereby certifies to Seller that to the best knowledge of the undersigned (capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement):

All representations and warranties of Buyer contained in the Agreement are true and correct in all material respects on and as of the date hereof, with the same force and effect as though such representations and warranties have been made or given on and as of the date hereof; and

Buyer has performed, or complied with, in all material respects, the agreements and covenants required by the Agreement to be performed and satisfied by buyer prior to or at the Closing.

IN WITNESS WHEREOF, this Officer’s Certificate is executed this [___] day of [_________], 2011.

	NEXTERA ENERGY GAS
	PRODUCING, LLC

	By:
	Name: Lawrence A. Wall, Jr.
	Title: President

G-1

Schedule 5.9

Preferential Rights and other Third Party Rights

1) That certain Joint Operating Agreement, dated October 26, 2006, by and between Rover Resources, Inc., as operator, and Eternal Energy Corp., as non-operator.

S. 5.9-1