ASSIGNMENT OF OIL AND GAS LEASES AND AGREEMENTS

A.

Assignment. For valuable consideration, receipt of which is hereby acknowledged, Assignor hereby assigns to Assignees, in the proportionate amounts set forth herein, all of Assignor's rights (to the extent transferable) and delegates to Assignees performance of all of Assignor’s obligations under the oil and gas leases and the Operating Agreement described in Schedule “A” attached hereto (the "Leases and Agreement"). Assignees accept the foregoing assignment and assumes and agrees to perform all of Assignor’s obligations under the Leases. This assignment and assumption is subject to all other matters appearing of record or that can be ascertained by an inspection of the property to which such Leases and Agreement apply (the “Property”). ASSIGNOR MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN FACT OR BY LAW, AND WHETHER OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR ANY OTHER KIND.