PURCHASE AND SALE AGREEMENT by and among CHESAPEAKE EXPLORATION, L.L.C. ARCADIA RESOURCES, L.P. JAMESTOWN RESOURCES, L.L.C. LARCHMONT RESOURCES, L.L.C. (the Sellers) and GASTAR EXPLORATION USA, INC. (the Buyer) March 28, 2013 PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 28^th day of March, 2013 (the “Execution Date”), by and among CHESAPEAKE EXPLORATION, L.L.C., an Oklahoma limited liability company (“CELLC”), ARCADIA RESOURCES, L.P., an Oklahoma limited partnership (“ARLP”), JAMESTOWN RESOURCES, L.L.C., an Oklahoma limited liability company (“JRLLC”), and LARCHMONT RESOURCES, L.L.C., an Oklahoma limited liability company (“LRLLC” and together with CELLC, ARLP and JRLLC, each, a “Seller” and collectively the “Sellers”), and GASTAR EXPLORATION USA, INC, a Delaware corporation (“Buyer”). Buyer and Sellers may be referred to herein collectively as the “Parties”, or individually as a “Party”.

A.    The Sellers desire to sell and the Buyer desires to purchase all of the Sellers’ right, title and interest in and to the Properties (as hereinafter defined).

B.    The purchase and sale of the Properties will be consummated on the terms and conditions set forth in this Agreement.

C.    This Agreement is being executed and delivered contemporaneously with a Settlement Agreement and Release (the “Settlement Agreement”) of even date herewith by and among CELLC, Chesapeake Energy Corporation (“Chesapeake”) and Gastar Exploration Ltd., Gastar Exploration Texas, LP, and Gastar Exploration Texas, LLC (collectively the “Gastar Entities”) relating to (i) the settlement, compromise and release of, among other things, all claims and potential claims and counterclaims asserted in the legal proceedings styled Chesapeake Exploration L.L.C. Gastar Exploration Ltd., Gastar Exploration Texas, LP, and Gastar Exploration Texas, LLC and Chesapeake Energy Corp. v. Gastar Exploration Ltd., Gastar Exploration Texas, LP, and Gastar Exploration Texas, LLC (No. 4:12-cv-2922), United States District Court for the Southern District of Texas, Houston Division (the “Chesapeake Lawsuit”), and (ii) the agreement to pay CELLC and Chesapeake $10,752,861.00 (the “Settlement Price”) in exchange for (a) the sale, transfer, and conveyance to one or more of the Gastar Entities or their Affiliates of 6,781,768 shares of Gastar Exploration Ltd. common stock currently owned by Chesapeake or its subsidiaries (the “Stock Repurchase”) for a cash purchase price equal to $1.4381 per share and (b) the dismissal with prejudice the Chesapeake Lawsuit, all as set forth in more detail in the Settlement Agreement, which settlement, compromise and release and Stock Repurchase will be effective as of the Closing (as defined herein) or as otherwise provided in Section 13 hereof.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

“AAA” means the American Arbitration Association.

“Accounting Referee” means a nationally recognized accounting firm as is mutually agreed upon by the Parties.

“Affiliate” means, with respect to any Party, any other Person that directly or indirectly (through one or more intermediaries or otherwise) Controls, is Controlled by, or is under common Control with such Party; provided, however, the Parties specifically acknowledge and agree that: (a) no Founder Company is an Affiliate of Chesapeake Energy Corporation or any of its subsidiaries including, without limitation, CELLC; and (b) for purposes of this Agreement no Chesapeake Oilfield Services Group member is an Affiliate of Chesapeake Energy Corporation or any of its subsidiaries including, without limitation, CELLC; provided that none of the Chesapeake Oilfield Services Group members owns any Hydrocarbon leases or mineral interests in the Target Formations.

“Aggregate Defect Threshold” has the meaning specified in Section 2.1.2.

“Agreement” has the meaning specified in the introductory paragraph and includes the Schedules and Exhibits attached hereto.

“Allocated Value” means, with respect to a Property, the portion of the Purchase Price attributable to such Property as set forth on Exhibit “A”.

“Arbitrable Dispute” means (except for: (a) disputes involving Title Defects, Environmental Defects or any cure relating thereto or involving Title Benefits each of which will be resolved as provided in Section 2.1.11, or (b) any matters to be resolved by the Accounting Referee as provided in Section 2.8) any and all disputes, claims, counterclaims, demands, causes of action, controversies and other matters in question arising out of or relating to this Agreement, its existence or the alleged breach or termination hereof, or in any way relating to matters that are the subject of this Agreement or the transactions contemplated hereby or the relationship between the Parties created by this Agreement, regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by Law or otherwise, or (d) seeking damages or any other relief, whether at law, in equity or otherwise.

“ARLP” has the meaning specified in the introductory paragraph.

“Assignment” means the Assignment, Bill of Sale and Conveyance in substantially the same form attached hereto as Exhibit “B”.

“Assumed Obligations” means: (a) all claims, demands, violations, actions, assessments, penalties, fines, liabilities, costs, expenses, duties and obligations of every kind and character with respect to the Properties (other than as may be attributable to any enforcement action initiated by any Governmental Authority to

the extent attributable to the time period prior to the Effective Time) or to the ownership, use, operation or other disposition thereof, in each case, arising from and after the Effective Time, including, without limitation, under the terms of all oil, gas and mineral leases, easements and similar agreements constituting part of the Properties, as well as under the terms and provisions of all Contracts constituting part of the Properties, and under any Contracts entered into by the Sellers after the Execution Date which are both attributable to, and constitute part of, the Properties and are entered into in compliance with Section 5.2; (b) all liabilities, costs, expenses, duties and obligations of every kind and character with respect to the Properties or to the ownership, use, operation or other disposition thereof, whether or not attributable to periods before or after the Effective Time arising out of or relating to: (i) Gas Imbalances, (ii) the payment of the balance of the Suspended Funds as provided in Section 5.9, (iii) all real estate, use, ad valorem, severance, production and personal property Taxes attributable to the Properties for calendar year 2012 and thereafter (it being acknowledged that such Taxes for calendar year 2012 are being prorated pursuant to Section 2.6(b)), but excluding, for the avoidance of doubt, any income, capital gains, franchise or similar Taxes imposed on any Seller, any of its direct or indirect owners and/or any Affiliate thereof, (iv) all liabilities, costs, expenses, duties and obligations to properly plug and abandon or re-plug or re-abandon or remove or decommission Wells, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Properties, and (v) all liabilities, costs, expenses, duties and obligations to restore the surface of the Real Property Interests and any other obligations relating to the failure of the Properties or the ownership or operation thereof to comply with Environmental Laws, including any and all obligations to bring the Properties into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Properties), regardless of whether such obligations or conditions or events giving rise to such obligations, arose, occurred or accrued before or after the Effective Time (the “Environmental Obligations”); (c) all third party claims, demands, violations, actions, assessments, penalties, fines, costs, expenses, obligations or other liabilities with respect to the ownership, operation or maintenance of any of the Properties attributable to periods from and after the Effective Time; and (d) all losses, claims, liabilities, demands, costs and expenses arising out of, incident to or in connection with the accounting for, failure to pay or the incorrect payment to any royalty owner, overriding royalty owner, working interest owner or other interest holder under the Real Property Interests and/or units comprising a part of the Properties insofar as the same are attributable to periods and Hydrocarbons produced from and after the Effective Time; provided that Buyer does not assume and the Assumed Obligations shall not include any liabilities, costs, expenses, duties and obligations of any Seller attributable to the Excluded Assets or the Retained Liabilities.

“Audit Firm” has the meaning specified in Section 15.21.1.

“Basket” has the meaning specified in Section 10.6.1.

“Benefit Notice” has the meaning specified in Section 2.1.10.

“Business Day” means any day other than Saturday or Sunday or a day on which banking institutions in Oklahoma City, Oklahoma are authorized by Law to close.

“Buyer” has the meaning specified in the introductory paragraph.

“Buyer Indemnified Parties” has the meaning specified in Section 10.2.

“Casualty” means volcanic eruptions, acts of God, terrorist acts, fire, explosion, gathering line failure, earthquake, wind storm, flood, drought, condemnation, the exercise of eminent domain, confiscation or seizure.

“Casualty Loss” has the meaning specified in Section 2.4.

“CELLC” has the meaning specified in the introductory paragraph.

“Chesapeake” has the meaning specified in recital C of this Agreement.

“Chesapeake Lawsuit” has the meaning specified in recital C of this Agreement.

“Chesapeake Oilfield Services Group” means COS Holdings, L.L.C., an Oklahoma limited liability company and its direct and indirect subsidiaries and its and their respective successors.

“Claimant” has the meaning specified in Section 14.2.

“Closing” means the closing and consummation of the transactions contemplated by this Agreement.

“Closing Date” means the date on which the Closing occurs, which will be the earlier of (i) June 7, 2013 or (ii) such other date as may be mutually agree to, in writing, by the Parties in accordance with Section 8.

“Closing Statement” has the meaning specified in Section 2.7.

“Confidentiality Agreement” means that certain confidentiality agreement dated September 19, 2012 between Chesapeake and Gastar Exploration USA, Inc.

“Consultant” has the meaning specified in Section 2.1.11.

“Contracts” has the meaning specified in the definition of Properties.

“Control” means the possession, directly or indirectly, of the power, directly or indirectly, to direct or cause the direction of the management or policies of the controlled Person, whether through the ownership of equity interests in or voting

rights attributable to the equity interests in such Person, by contract or agency, by the general partner of a Person that is a partnership, or otherwise; and “Controls” and “Controlled” have meanings correlative thereto.

“Cooperation Agreement” means that certain Cooperation Agreement attached to this Agreement as Exhibit “E”.

“Co-Owners” has the meaning specified in Section 15.20.

“Cure Period” has the meaning specified in Section 2.1.9.

“Customary Post-Closing Consents” has the meaning specified in the definition of Permitted Encumbrances.

“Defect Notice” has the meaning specified in Section 2.1.

“Defect Notice Date” has the meaning specified in Section 2.1.

“Defensible Title” means title deducible of record and/or provable title evidenced by documentation that although not constituting perfect, merchantable or marketable title, can be successfully defended if challenged which, as of the Defect Notice Date: (a) (i) with respect to a Well or Real Property Interest, entitles the Sellers to receive throughout the productive life of such Well or Real Property Interest not less than the Net Revenue Interest set forth in Exhibit “A” in and to all Hydrocarbons produced and saved or sold from or allocated to such Property (except for (A) decreases in connection with any operation in which the owner of such Property may elect after the Closing to be a non-consenting co-owner, (B) decreases resulting from the establishment after the Execution Date of pools or units, and (C) decreases required to allow other working interest owners, pipelines or plants to make up past underproduction), and (ii) with respect to a Well, obligates the Sellers to bear throughout the productive life of such Well (and the plugging, abandonment and salvage thereof) a percentage of the costs and expenses relating to the maintenance, development and operation of such Well that is not greater than the Working Interest set forth in Exhibit “A” for such Well, except increases in such Working Interest that result in at least a proportionate increase in the Net Revenue Interest for such Well; (b) with respect to a Real Property Interest, entitles the Sellers to not less than the number of Net Acres set forth in Exhibit “A”; and (c) subject to Permitted Encumbrances, is free and clear of all Liens.

“Deposit” has the meaning specified in Section 2.

“Dollar” means the United States of America dollar.

“Effective Time” means 7:00 a.m. Central Time, October 1, 2012.

“Environmental Claim” has the meaning specified in Section 3.10.2.

“Environmental Defect” means a violation of applicable Environmental Laws existing at or prior to the Effective Time on, under or with respect to a Real Property Interest that requires, if known, or will require, once discovered, reporting to a Governmental Authority, investigation, monitoring, removal, cleanup, remediation, restoration or correction under Environmental Laws.

“Environmental Law” means any Law relating to the environment, health and safety, hazardous materials (including the use, handling, transportation, production, disposal, discharge or storage thereof), industrial hygiene, pollution, the environmental conditions on, under, or about any of the Properties, including soil, groundwater, and indoor and ambient air conditions or the reporting or remediation of environmental contamination and includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, including the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, including the Hazardous and Solid Waste Amendments Act of 1984, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Rivers and Harbors Act of 1899, 33 U.S.C. § 401 et seq.; and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; as any of the foregoing may be amended and any other Law the purpose of which is to conserve or protect human health, the environment, wildlife or natural resources.

“Excluded Assets” means: (a) all limited liability company, partnership, financial, tax, and legal (other than title, land and environmental records related to the Properties) records of Sellers; (b) any existing or future refund of costs, Taxes or expenses borne by Sellers, their Affiliates or any of their or their Affiliates’ predecessors in title attributable to the period prior to the Effective Time; (c) any and all proceeds from production and from the settlements of contract disputes with purchasers of Hydrocarbons or byproducts from the Real Property Interests, including, without limitation, settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Time; (d) all rights and interests of Sellers or any of their Affiliates (i) under any policy or agreement of insurance or indemnity (including, without limitation, any rights, claims or causes of action of Sellers or their Affiliates against third parties under any indemnities or hold harmless agreements and any indemnities received in connection with Sellers’ or any of their Affiliates’ prior acquisition of any of the Properties) to the extent and only to the extent such rights and interests relate to the ownership of the Properties prior to the Effective Time and (ii) under any bond; (e) all Hydrocarbons produced from the Properties with respect to all periods prior to the Effective Time and all proceeds from the disposition thereof (other than inventory for which a Purchase Price adjustment is made under Section 2.5(a)); (f) all of Sellers’ and their Affiliates’

proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (g) all accounts receivable and all audit rights arising under any of the applicable contracts or otherwise with respect to the Properties with respect to any period prior to the Effective Time or to any of the Excluded Assets, except for any Gas Imbalances; (h) all Geological and Geophysical Information, and all information which the Sellers are prohibited from sharing by agreement with a third party, provided that, following the written request of the Buyer with respect to any such agreement, Sellers shall use their commercially reasonable efforts (at no cost to any Seller) to obtain the consent to share such information; (i) all mineral interests owned by the Sellers or any of their Affiliates, including, without limitation, any and all mineral interests burdened by or relating to any of the Real Property Interests; (j) all lessor royalties and overriding royalty interests owned by the Sellers or any of their Affiliates; (k) all claims of the Sellers or any of their Affiliates for refunds of or loss carry forwards with respect to (i) production, ad valorem or any other excise Taxes attributable to the Properties for any period prior to the Effective Time, (ii) income or franchise Taxes, or (iii) any Taxes attributable to the Excluded Assets; (l) all buildings, offices, improvements, appurtenances, field office, yards and other surface property interests other than the Easements, and all easements, surface leases, surface use agreements, servitudes and rights of way to the extent used in connection with any Excluded Assets or any interests pooled or unitized therewith (it being acknowledged that the Properties include certain concurrent and co-extensive rights and interests in such easements, surface leases, surface use agreements, servitudes and rights of way to the extent used in connection with the Real Property Interests, Wells or any interests pooled or unitized therewith); (m) all assets of Chesapeake Oilfield Services Group, and all non-Lease Owned equipment, including, without limitation, compressors on the wellheads of the Wells operated by CELLC or its Affiliates owned by or leased from MidCon Compression, L.L.C. or third parties (provided that the Sellers’ interest in the lease contracts will be assigned to the Buyer as part of the Properties), automation systems including meters and related telemetry, and all licensed radio frequencies and associated communications infrastructure including towers, antennas, data links and network circuits; (n) all drilling rigs and related equipment, workover rigs and related equipment, tools and other equipment brought onto a well site temporarily for purposes of drilling, completing, reworking or maintaining a well, all vehicles, and all other non-Lease Owned equipment, inventory, machinery, tools and other personal property; (o) all of the Gathering Assets; (p) all “virtual courthouses” of the Sellers and their Affiliates, all of their exclusive use arrangements with title abstract facilities and all documents and instruments of Sellers and their Affiliates that may be protected by an attorney-client privilege and all data that cannot be disclosed to Buyer as a result of confidentiality arrangements under agreements with third parties (other than title opinions and other title records relating to the Properties); (q) all well bores located on the Properties other than the Wells, all Hydrocarbons produced from such well bores, and all salt water disposal wells, systems and related equipment and all clean water wells, systems and equipment; (r) all intervals, formations, strata and depths outside of the Target Formations; (s)

the units described in Schedule “1.1” and those portions of the oil, gas and mineral leases shown on Exhibit “A” (and the operating rights, working interests, net revenue interests, and other rights to Hydrocarbons therein) to the extent located within the boundary of such units; and (t) any Property that is excluded or reassigned to any Seller pursuant to the terms hereof.

“Execution Date” has the meaning specified in the introductory paragraph.

“Environmental Obligations” has the meaning specified in the definition of Assumed Obligations.

“Expiration Date” has the meaning specified in 15.3.

“Final Statement” has the meaning specified in Section 2.8.

“Financial Records” has the meaning specified in Section 15.21.1.

“Financial Statements” has the meaning specified in Section 15.21.1.

“Founder Company” means ARLP, JRLLC, LRLLC, Pelican Energy, L.L.C. or any other company which participates pursuant to the Founder Well Participation Program of Chesapeake Energy Corporation and each such company’s direct and indirect subsidiaries and successors.

“GAAP” means generally accepted accounting principles, consistently applied, as recognized by the U.S. Financial Accounting Standards Board (or any generally recognized successor). The requisite that such principles be consistently applied means that the accounting principles in a current period are comparable in all material respects to those applied in preceding periods.

“Gas Imbalances” means any gas production, pipeline, storage, processing, transportation or other imbalance or unsatisfied through-put obligations attributable to Hydrocarbons produced from the respective Seller’s interest in the Wells or any interests pooled or unitized therewith.

“Gastar Entities” has the meaning specified in recital C of this Agreement.

“Gathering Assets” means all of the gathering lines, flow lines, gas lines, gas processing and gathering line compression facilities, processing plants, storage rights and transportation capacity (including downstream transportation capacity), tubing, pumps, motors, gauges, meters, valves, SCADA and other automation equipment and other machinery and equipment, in each case, that are not Lease Owned, including without limitation all of the rights of way, surface interests, surface lease agreements, surface use agreements, railroad crossings, easements and similar real estate interests related thereto and all contracts, Permits, pipeline and plant imbalances, and records relating to the ownership, operation or maintenance of any of the foregoing.

“Geological and Geophysical Information” means data, core and fluid samples, and other engineering, geological, and/or geophysical studies (including seismic data, studies, analyses, interpretations, and information), and other similar information and records, in each case relating to the Properties.

“Governmental Authority” means any national, state, county, municipal, local or tribal government, domestic or foreign, any agency, board, bureau, commission, court, department or other instrumentality of any such government or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing power or authority, including any arbitrator in any case that has or asserts jurisdiction over any of the Parties or any of their respective properties or assets.

“Hazardous Substances” means any: (a) chemical, product, material, substance or waste defined as or included in the definition of “hazardous substance,” “hazardous material,” “hazardous waste,” “restricted hazardous waste,” “extremely hazardous waste,” “oil and gas waste,” “hazardous oil and gas waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant,” or words of similar meaning or import found in any Environmental Law; (b) petroleum hydrocarbons, petroleum products, petroleum substances, natural gas, crude oil, or any components, fractions, or derivatives thereof released into the environment; or (c) asbestos containing materials, polychlorinated biphenyls, radioactive materials, urea formaldehyde foam insulation, NORM or radon gas.

“Hydrocarbons” means oil, condensate, gas, casinghead gas, natural gas liquids, and other liquid or gaseous hydrocarbons, or any combination thereof.

“Individual Claim” has the meaning specified in Section 10.6.1.

“Individual Defect Threshold” has the meaning specified in Section 2.1.1.

“JRLLC” has the meaning specified in the introductory paragraph.

“Knowledge” of a fact or matter means, (a) with respect to each Seller, that the officers of such Seller listed in Schedule “1.2” attached hereto, following reasonable inquiry, have no actual knowledge that the matter being represented and warranted is not true and accurate, and (b) with respect to the Buyer, that J. Russell Porter and Henry Hansen, following reasonable inquiry, have no actual knowledge that the matter being represented and warranted is not true and accurate.

“Laws” means any and all applicable laws, statutes, ordinances, permits, decrees, writs, injunctions, orders, codes, judgments, principles of common law, rules, regulations (including Environmental Laws) or other official acts which are promulgated, issued or enacted by a Governmental Authority having jurisdiction.

“Lease Owned” means any personal property or fixture asset in which the Sellers own an interest related to the current operation of a Well or Wells which was charged to the joint account of the Working Interest owners in such Well or Wells, excluding items considered part of overhead; provided, however, “Lease Owned” does not include any Excluded Assets.

“Lien” means any lien, mortgage, security interest, pledge, charge, encumbrance or other arrangements substantially equivalent thereto, but does not include any production payment, net profits interest, overriding royalty interest or similar interest to the extent any such payment or interest does not reduce the Sellers’ Net Revenue Interest in a Real Property Interest or Well below that shown on Exhibit “A”.

“LRLLC” has the meaning specified in the introductory paragraph.

“Material Adverse Effect” means any result, consequence, condition or matter which (a) materially adversely affects the Properties or the operations, rights, results of operations or the value of the Properties, taken as a whole, or (b) materially impairs the ability of any Seller to own, hold, develop or operate the Properties, taken as a whole, or (c) materially impairs, prevents or materially delays a Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement; provided, however, that, in any event, the following shall not be deemed to constitute, create or cause a Material Adverse Effect: any changes, circumstances or effects (i) that affect generally the oil and gas industry, such as fluctuations in the price of oil and gas, or that result from international, national, regional, state or local economic conditions, from general developments or from other general economic conditions, facts or circumstances, including changes in tax policy or other fiscal conditions, in each case, that are not subject to the control of the relevant Seller (or any of its Affiliates), (ii) that result from any of the transactions contemplated in this Agreement or the public announcement thereof, or (iii) that result from conditions or events resulting from an outbreak or escalation of hostilities (whether nationally or internationally), or the occurrence of any other military calamity or crisis (whether nationally or internationally), including the occurrence of one or more terrorist attacks.

“Net Acres” means, as calculated separately with respect to each Real Property Interest, (a) the number of gross acres in the lands covered by such leasehold interest, multiplied by (b) the lessor’s interest in Hydrocarbons covered by such leasehold interest and attributable to the Target Formations, multiplied by (c) the applicable Seller’s undivided Working Interest in such lease, provided that if items (b) and/or (c) vary as to different areas of such lands covered by such leasehold interest, a separate calculation shall be done for each such area as if it were a separate leasehold interest.

“Net Revenue Interest” means the decimal interest in and to all production of the Hydrocarbons attributable to the Target Formations produced and saved or sold from or allocated to the relevant Property after giving effect to all valid lessors’ royalties,

overriding royalties, production payments, carried interests, net profits interests, reversionary interests and/or other burdens upon, measured by, or payable out of production therefrom.

“Nonconsented Interest” has the meaning specified in Section 2.2.2.

“NORM” has the meaning specified in Section 5.11.

“Ordinary Course of Business” means in the ordinary course of business consistent with past custom and practice.

“Party” has the meaning specified in the introductory paragraph.

“Payout Balances” has the meaning specified in Section 3.11.

“Permits” has the meaning specified in Section 3.6.

“Permitted Encumbrances” means (a) royalties, overriding royalties and other burdens or encumbrances to the extent they do not, individually or in the aggregate, reduce the Sellers’ Net Revenue Interest or increase the Sellers’ Working Interest (without at least a proportionate corresponding increase in Sellers’ Net Revenue Interest) in any Property from that described in Exhibit “A”; (b) Liens for Taxes for which payment is not due or which are being contested in good faith by appropriate proceedings; (c) Liens of mechanics, materialmen, warehousemen, landlords, vendors, and carriers and any similar Liens arising by operation of Law which, in each instance, arise in the Ordinary Course of Business for sums not yet due or which are being contested in good faith by appropriate proceedings; (d) operating agreements, unit agreements, unitization and pooling designations and declarations, gathering and transportation agreements, processing agreements, and gas, oil and liquids purchase contracts and all of the other Contracts; (e) regulatory authority of Governmental Authorities not presently violated; (f) easements, surface leases and rights, plat restrictions zoning laws, restrictive covenants and conditions, and building and other land use laws and similar encumbrances in or applicable or pertaining to the Properties for the purpose of surface operations and other similar purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, in each case, that do not materially impair the ownership, use or operation of the Properties for the purposes of Hydrocarbon development as currently used and operated; (g) all rights to consent by, required notices to, filings with or other actions by Governmental Authorities in connection with the sale, disposition, transfer or conveyance of federal, state, tribal or other governmental Hydrocarbon leases or interests therein or related thereto, or the transfer of operations of any of the Wells, where the same are customarily obtained subsequent to the assignment, disposition or transfer of Hydrocarbon leases or interests therein or other properties similar to the Properties (“Customary Post-Closing Consents”), (h) conventional rights of reassignment obligating any Seller to reassign or offer to reassign its interests in any lease prior to a release or abandonment of such lease; (i) required non-governmental

third party consents to assignments which have been obtained or waived by the appropriate parties or which are not Required Consents, and preferential rights to purchase which have been waived by the appropriate parties or for which the time period for asserting such rights has expired without the exercise of such rights; (j) rights of tenants-in-common in and to the Properties to the extent that the same does not materially impair the ownership, use or operation of the Properties as currently used and operated; (k) all defects or irregularities of title, if any, affecting the Properties which do not, individually or in the aggregate, adversely interfere in any material way with the present or future operation or use of the Properties subject thereto or affected thereby and which would be accepted by a reasonably prudent and sophisticated buyer engaged in the business of owning, developing and operating oil and gas properties in the same geographical location with knowledge of all the facts and appreciation of their legal significance; provided that such defects or irregularities do not, individually or in the aggregate, reduce the Sellers’ Net Revenue Interest or increase the Sellers’ Working Interest (without at least a proportionate corresponding increase in Sellers’ Net Revenue Interest) in any Property from that described in Exhibit “A”; (l) all defects or irregularities (i) arising out of lack of corporate authorization or a variation in corporate name, (ii) that have been cured or remedied by applicable statutes of limitation or statutes for prescription, (iii) consisting of the failure to recite marital status in documents or omissions of heirship proceedings, (iv) that have been cured by possession under applicable statutes of limitation, (v) resulting from lack of survey or failure to record releases of liens, production payments or mortgages that have expired by their own terms or the enforcement of which are barred by applicable statutes of limitation, or (vi) to the extent affecting any depths other than the Target Formations; (m) any provision in a Lease, surface lease, easement or other surface use agreement entered into prior to the Effective Time providing a third party with rights to an overriding royalty interest or other burdens or payments triggered by the use of the relevant surface property for drilling or other purposes, provided that any such provision will not, individually or in the aggregate, reduce the Sellers’ Net Revenue Interest or increase the Sellers’ Working Interest (without at least a proportionate corresponding increase in Sellers’ Net Revenue Interest) in any Property from that described in Exhibit “A”; (n) rights vested in or reserved to any Governmental Authority to regulate the Properties, to terminate any right, power, franchise, license or permit afforded by such Governmental Authority, or to purchase, condemn, expropriate or designate a buyer of any of the Properties.

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

“PPR” has the meaning specified in Section 2.2.

“Proceedings” means any and all investigations, inquiries, proceedings, suits and causes of action by or before any Governmental Authority and all arbitration proceedings.

“Properties” means, as to any Seller, all of its respective right, title and interest in and to the following (excluding the Excluded Assets): (a) all Hydrocarbon leases listed on Exhibit “A” attached hereto and made a part hereof, whether producing or non-producing, and the operating rights, working interests, net revenue interests, and other rights to Hydrocarbons therein, but only to the extent such leases and related interests cover the Target Formations (the “Real Property Interests”), (b) all of the oil and gas wells listed on Exhibit “A” (the “Wells”), and all Lease Owned tangible personal property, equipment, fixtures and improvements, including all injection wells, salt water disposal facilities, flow lines, well heads, casing, tubing, pumps, motors, gauges, valves, heaters, treaters, water lines, vessels, tanks, boilers, separators, treating equipment, compressors and other equipment, power lines, telephone and communication lines and other appurtenances owned in connection with the production, treating, storing, transportation or marketing of Hydrocarbons from the Wells, to the extent each of the foregoing is Lease Owned, (c) all presently existing unitization, pooling and/or communitization agreements, declarations or designations and statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as the same are attributable or allocated to such Seller’s Real Property Interests, and all of such Seller’s interest in and to the properties covered or units created thereby which are attributable to such Seller’s Real Property Interests, (d) all presently existing and valid Hydrocarbon sales agreements, operating agreements, gathering agreements, transportation agreements, farmout and farmin agreements, unitization, pooling and communitization agreements, purchase agreements, exploration agreements, area of mutual interest agreements, exchange and processing contracts and agreements, partnership and joint venture agreements and any other contracts, agreements and instruments, or portions thereof, insofar as the above agreements (or portions thereof) cover, are attributable to or relate to such Seller’s Real Property Interests or Wells or any interests pooled, communitized or unitized therewith including, without limitation, those contracts and agreements described on Exhibit “C” (collectively, the “Contracts”) only with respect to rights and obligations arising thereunder from and after the Effective Time, (e) all Hydrocarbons in, on, under or produced from such Seller’s Wells attributable to the Target Formations and all Hydrocarbons attributable to Target Formations in, on, under or produced from such Seller’s Real Property Interests or such lands pooled or unitized therewith, in each case, from and after the Effective Time and the proceeds thereof, (f) all easements, surface leases, surface use agreements, servitudes and rights of way to the extent used in connection with such Seller’s Real Property Interests, Wells or any interests pooled or unitized therewith (it being acknowledged that the Sellers are hereby reserving certain concurrent and co-extensive rights and interests in such easements, surface leases, surface use agreements, servitudes and rights of way to the extent used in connection with any Excluded Assets or any interests pooled or unitized therewith), (g) all rights,

benefits and obligations arising from or in connection with any Gas Imbalances as of the Effective Time, and (h) all Records.

“Proportionate Share” has the meaning in Section 10.2.

“Purchase Price” has the meaning specified in Section 2.

“Real Property Interests” has the meaning specified in the definition of Properties.

“Records” means all books, files, records and data (including electronic data) in the possession of CELLC or its Affiliates to the extent related to the Properties, including but not limited to lease files, land files, well files, division order files, abstracts, title files, engineering, maintenance and/or production files, environmental and safety records, maps and accounting and Tax records; provided, however, “Records” does not include any of the Excluded Assets.

“Required Consent” means a consent by a third party that, if not obtained prior to the assignment of a Real Property Interest or Well, either (a) automatically voids or nullifies the Assignment with respect to such Property or gives the lessor the express right to void the Assignment or (b) terminates (or gives the holder thereof the express right to terminate) a Seller’s interest in the Property subject to such consent; provided, however, “Required Consent” does not include any consent which by its terms cannot be unreasonably withheld or any Customary Post-Closing Consent.

“Respondent” has the meaning specified in Section 14.2.

“Retained Liabilities” means, with respect to a Seller, those liabilities and obligations of such Seller arising from the following: (a) all losses, claims, liabilities, demands, costs and expenses arising out of, incident to or in connection with such Seller’s failure to pay or incorrect payment of any ad valorem, property, production, severance, sales, use or similar Taxes attributable or allocable to such Seller’s interest in the Properties (excluding any sales or transfer Taxes solely resulting from the transactions contemplated herein) attributable to periods prior to the Effective Time; (b) income Taxes, franchise Taxes or similar Taxes of Sellers or any of their Affiliates; (c) all third party claims, demands, violations, actions, damages, assessments, penalties, fines, costs, expenses, obligations or other liabilities with respect to the ownership, operation or maintenance of any of the Properties prior to the Effective Time or with respect to any Proceedings set forth on Schedule “3.4” to the extent attributable to actions, omissions, occurrences or conditions occurring prior to the Effective Time, in each case, insofar as the claims (or portions thereof) are attributable or allocable to such Seller’s interest in the Properties; but excluding, however, the Environmental Obligations and other obligations specifically assumed by the Buyer under the definition of Assumed Obligations; and (d) all claims, demands, violations, actions, damages, assessments, penalties, fines, costs, expenses, obligations or other liabilities with respect to such Seller’s interest in any of the Excluded Assets whether attributable to periods before or after the Effective Time.

“Seller” has the meaning specified in the introductory paragraph.

“Sellers Indemnified Parties” has the meaning specified in Section 10.3

“Settlement Agreement” has the meaning specified in recital C of this Agreement.

“Settlement Price” has the meaning specified in recital C of this Agreement.

“Special Damages” has the meaning specified in Section 15.16.

“Stock Repurchase” has the meaning specified in recital C of this Agreement.

“Suspended Funds” means funds which the Sellers are holding as of the Closing Date which are owing to third party owners of royalty, overriding royalty, working or other interests in respect of past production of oil, gas or other Hydrocarbons attributable to the Properties.

“Target Formations” means the depths and formations underlying and located within Kingfisher and Canadian Counties, Oklahoma conveying all rights below the base of the Chester which generally include the stratigraphic equivalent depths found in the Marlin Oil Company, Morrow-1 well (API # 35 ###-###-####), located in Section 15, Township 16N and Range 7W, Kingfisher County, Oklahoma, with that stratigraphic equivalent (being the base of the Chester and top of the Mississippi) found on the electric log at the measured vertical depth of 7,642 feet. The Parties recognize that the actual depths of the Target Formations will vary across the Real Property Interests.

“Taxes” means taxes of any kind, levies or other like assessments, customs, duties, imposts, charges or fees of any Governmental Authority, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, royalty, license, payroll, transaction, capital, net worth and franchise taxes, withholding, employment, social security, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes or other governmental taxes imposed or payable to the United States or any other Governmental Authority, and in each instance such term shall include any interest, penalties or additions to tax attributable to any such Tax, including penalties for the failure to file any tax return or report.

“Termination Settlement Notice” has the meaning specified in Section 13.

“Title Benefit” has the meaning specified in Section 2.1.10.

“Title Defect” means, as to any Seller’s interest in a Well or its aggregate interest in the Real Property Interests located within a section described on Exhibit “A”, any defect or condition that causes such Seller’s title to the Target Formations of such Well or such Real Property Interests to be less than Defensible Title as of the Defect

Notice Date. Notwithstanding the foregoing, the following shall not be considered Title Defects:

“Wells” has the meaning specified in the definition of Properties.

“Working Interest” means the decimal interest in the full and entire leasehold estate in any Property and all rights and obligations of every kind and character pertinent thereto or arising therefrom, without regard to any valid lessor royalties, overriding royalties and/or other burdens against production insofar as said interest in said leasehold is burdened with the obligation to bear and pay the cost of exploration, development and operation (without regard to any obligation of any other Person to carry such costs).

option such Property will not be sold by the Sellers to the Buyer at the Closing, will constitute an “Excluded Asset” for all purposes of this Agreement and the Purchase Price will be reduced by an amount equal to the Allocated Value thereof), as it may in its sole discretion choose to conduct with respect to the Properties in order to determine whether any Title Defects or Environmental Defects exist. The Buyer agrees to release, indemnify, defend and hold harmless the Sellers Indemnified Parties from and against all liabilities, damages, costs, losses and expenses arising from or related to the activities of the Buyer or its employees, agents, contractors and other representatives in connection with such examinations or investigations except to the extent caused by the gross negligence or willful misconduct of any Sellers Indemnified Party. The Buyer must deliver to the Sellers, on or before May 31, 2013 (the “Defect Notice Date”), one or more written notices specifying each defect associated with the Properties that the Buyer asserts constitutes a Title Defect or an Environmental Defect, a specific description of each such Title Defect or Environmental Defect and the basis for such assertion under the terms of this Agreement, the amount of the adjustment to the Purchase Price that the Buyer asserts based on such Title Defect or Environmental Defect and its method of calculating such adjustment, together with data and information reasonably necessary for the Sellers to verify the existence of the alleged Title Defect or Environmental Defect (a “Defect Notice”). Any matters that may otherwise constitute Title Defects or Environmental Defects, but of which the Sellers have not been specifically notified by the Buyer by such date in accordance with the foregoing, shall be deemed to have been waived by the Buyer for all purposes. All adjustments to the Purchase Price based on Title Defects will be based on the Allocated Values attributable to the affected Properties. Upon timely delivery of a Defect Notice under this Section 2.1, the Buyer and the Sellers will in good faith negotiate the validity of the claim and the amount of any adjustment to the Purchase Price using the following criteria:

the Purchase Price will be reduced by the amount of such excess, after offsetting the amount of all Title Benefits, above the Aggregate Defect Threshold. In no event will the aggregate amount of Title Defect adjustments with respect to a Property exceed the Allocated Value of such Property. With respect to any Title Defects for which an adjustment equal to the entire Allocated Value of the affected Property, or the entire pro-rata Allocated Value of a segregated area of or entire separate legal interest included in the Property, is made to the Purchase Price hereunder, at the Sellers’ option, as a condition precedent to such adjustment, the Buyer will execute and deliver to the respective Seller(s) an assignment (in substantially the same form as the Assignment) of the Property (or segregated area thereof or interest therein) for which the entire Allocated Value has been credited to the Buyer.

waived any Title Benefit of which the Sellers fail to notify the Buyer in writing in the manner described in this Section 2.1.10. The aggregate amount of Sellers’ Title Benefits with respect to which the Sellers delivered a conforming and timely Benefit Notice shall be used (a) to reduce the aggregate amount of the Sellers’ uncured Title Defects which exceed the applicable Individual Defect Threshold and with respect to which the Buyer delivered a conforming and timely Defect Notice (but prior to applying the Aggregate Defect Threshold), by subtracting such aggregate amount of Title Benefits from such aggregate amount of remaining Title Defects and then (b) if there is any Title Benefit value remaining, as an upward adjustment to the Purchase Price to the extent and only to the extent such remaining Title Benefit value exceeds One Million Dollars ($1,000,000.00).

have any financial interest in the dispute or (except publicly traded securities) with respect to any Party or its Affiliates and (2) shall agree in writing to keep strictly confidential the specifics and existence of the dispute as well as all proprietary records of the Parties reviewed by the Consultants in the process of resolving such dispute. For purposes of this Section only, CELLC’s Affiliates shall include the Chesapeake Oilfield Services Group. The costs and expenses of each Consultant shall be paid fifty percent (50%) by the Sellers and fifty percent (50%) by the Buyer. The Sellers and the Buyer shall each present to the Consultant(s), with a simultaneous copy to the other Party, a single written statement of its position on the defect, benefit or dispute in question, together with a copy of this Agreement and any supporting material that such Party desires to furnish, not later than the fifth (5^th) Business Day after appointment of the Consultant(s). In making their determination, the Consultant(s) shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider available legal and industry matters as in their opinion are necessary or appropriate to make a proper determination. By the twentieth (20^th) day following the submission of the matter to the Consultant(s), applying the principles set forth in this Section 2.1, the Consultant(s) shall make a determination of the matter submitted. The decision of the Consultant(s) shall be in writing and conclusive and binding on the Sellers and the Buyer and shall be enforceable against the Parties in any court of competent jurisdiction. The Consultant(s) shall act as experts for the limited purpose of determining the specific title or environmental dispute presented to them, shall not act as arbitrators, may not hear or decide any matters except the specific title or environmental disputes presented to them and may not award damages, interest, costs or penalties to either Party.

Closing but shall still be considered part of the Properties in accordance with the provisions of Section 2.2.2, adjustments to the Purchase Price with respect to such Property will still be made pursuant to Sections 2.3, 2.5 and 2.6, with respect to such Property, and the Purchase Price will not be reduced as a result of such non-conveyance.

be computed based upon such Taxes and assessments for the immediately preceding calendar year, or, if such Taxes or assessments are assessed on other than a calendar year basis, for the tax period last ended; and (c) any other amount agreed upon by the Buyer and the Sellers.

within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it, shall not act as an arbitrator, may not hear or decide any matters except the specific Final Statement disputes presented to it and may not award damages, interest, costs or penalties to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of such disputes as well as all proprietary records of the Parties reviewed by the Accounting Referee in the process of resolving such dispute. Upon agreement of the Parties to the adjustments to the Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties and the aggregate amount due to either the Buyer or the Sellers pursuant to such Final Statement shall be paid in accordance with Section 2.9.

and/or licensing necessary, except where the failure to be so qualified and/or licensed, and in good standing would not singularly or in the aggregate have a Material Adverse Effect.

(or to Seller’s Knowledge, threatening to assert) any claim that could have a Material Adverse Effect on the Properties.

reduce the Sellers’ Net Revenue Interests in the Properties to less than the Net Revenue Interests set forth in Exhibit “A”.

which would affect its ability to carry out the transactions contemplated by this Agreement.

contemplated by this Agreement, from and after the Execution Date until Closing, each Seller shall not:

by the Buyer pursuant to Section 2.5(a)) or (b) a Seller receives production or other revenues attributable to any of the Properties for any periods after the Effective Time, the receiving Party will hold such revenues for the exclusive benefit of the Party entitled thereto and, if not taken into account for purposes of the Final Statement, will pay any such amounts due to such Party within thirty (30) days after receipt.

and 7.4 have been fulfilled by the Buyer or, if applicable, have been waived in writing by the Sellers;

reasonably required to consummate the transactions contemplated by this Agreement.

respective directors, officers, agents and employees (the “Buyer Indemnified Parties”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Buyer Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of such Seller set forth in this Agreement or any certificate signed and delivered by the Seller pursuant to Section 8.2.2; (b) any failure by such Seller to perform any covenant or obligation set forth in this Agreement which is not cured as provided in Section 13 of this Agreement; (c) any claims for personal injury or death relating to the Properties and occurring prior to the Closing Date, except for claims in respect of which the Buyer is required to indemnify the Sellers Indemnified Parties under Section 2.1; and (d) any of such Seller’s Retained Liabilities. “Proportionate Share” means with respect to a Seller (i) one hundred percent (100%) with respect to a claim under this Section based on a breach or claim solely by or against such Seller and (ii) with respect to breaches or claims involving two or more of the Sellers, the percentage determined by dividing the amount of the Purchase Price received by such breaching Seller as set forth in the Closing Statement (as adjusted by the Final Statement) by the aggregate Purchase Price set forth in the Closing Statement received by all of the breaching Sellers (as adjusted by the Final Statement).

after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made against any indemnifying Party, the indemnified party will give written notice to the indemnifying Party of the commencement of such action, accompanied by a copy of all papers, if any, served with respect to the action or proceeding; provided, however, the failure of any indemnified party to give notice as provided herein will not relieve the indemnifying Party of any obligations hereunder, to the extent the indemnifying Party is not materially prejudiced thereby.

total amount of all of the Buyer’s or the Buyer Indemnified Parties’ Individual Claims exceeds the Basket, then the Sellers’ obligations under Section 10.2(a) shall be limited to the amount by which the aggregate amount of such Individual Claims exceeds the Basket. The limitations in this Section 10.6.1 shall not apply to any claims for breach of Sections 3.1, 3.14 or 3.15 and the first sentence of Section 3.5.

AN INDEMNIFIED PERSON SHALL BE ENTITLED TO INDEMNIFICATION HEREUNDER IN ACCORDANCE WITH THE TERMS OF SECTIONS 10.2 OR 10.3, REGARDLESS OF WHETHER THE ACT, OCCURRENCE OR CIRCUMSTANCE GIVING RISE TO ANY SUCH INDEMNIFICATION OBLIGATION IS THE RESULT OF THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, BREACH OF DUTY (STATUTORY OR OTHERWISE), OR OTHER FAULT OR VIOLATION OF ANY LAW OF OR BY ANY SUCH INDEMNIFIED PERSON, PROVIDED THAT NO SUCH INDEMNIFICATION SHALL BE APPLICABLE TO THE EXTENT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PERSON.

30, 2013, provided, that such failure does not result primarily from the terminating Party’s material breach of its representations, warranties or covenants contained in this Agreement.

contemplated by the Settlement Agreement for the Settlement Price and the retention by the Sellers of the Deposit as provided in this Section. If the Buyer delivers the Termination Settlement Notice in accordance with this Agreement, the Buyer and CELLC hereby agree to complete the transaction contemplated by the Settlement Agreement and that $3,177,575.00 of the Deposit shall be applied as a credit towards the Settlement Price as contemplated by the Settlement Agreement. The Buyer and the Sellers hereby acknowledge and agree that as a condition to the consummation of the Settlement Agreement as provided herein, the Sellers will retain the remainder of the Deposit as liquidated damages so that the Sellers will receive the Settlement Price plus liquidated damages of $4,247,139.00 as provided in this Section 13 for the Buyer’s failure to consummate the Closing under this Agreement.

resolving such dispute. Arbitrators must have a formal education or training in the area of dispute resolution and must have not less than seven (7) years experience as a lawyer in the energy industry with experience in exploration and production issues. The two (2) arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. If either the Respondent fails to name its Party-appointed arbitrator within the time permitted, or if the two arbitrators are unable to agree on a third arbitrator within thirty (30) days from the date the second arbitrator has been appointed, then the missing arbitrator(s) shall be selected by the AAA with due regard given to the selection criteria above and input from the Parties and other arbitrators. The Parties acknowledge that each Party may have confidential communications with its Party-appointed arbitrator concerning that arbitrator’s selection. The AAA shall select the missing arbitrator(s) not later than ninety (90) days from initiation of arbitration. Due regard shall be given to the selection criteria above and input from the Parties and other arbitrators.

interrupted solely with respect to the matters that are the subject of such Arbitrable Dispute by the initiating of the dispute resolution process pursuant to this Section 14 and suspended while any of the dispute resolution processes described in this Section 14 is pending. The terms hereof shall not create or limit any obligations of a Party to defend, indemnify or hold harmless another Party against court proceedings or other claims.

Either Party may, upon written notice to the other Party, change the address(es) and person(s) to whom such communications are to be directed.

(3) years and shall thereafter be of no further force or effect except that any claim under such special warranty of title which has been asserted prior to the end of such three (3) year period shall survive until such claim with respect thereto is resolved. The intended effect of termination of representations and warranties (and the indemnification rights with respect thereto) and the special warranty of title is to bar, from and after the date of termination, any claim or cause of action based on the alleged inaccuracy of such representation or breach of such warranty, or with regard to claims for indemnity with respect thereto or with respect to such special warranty of title.

ARBITRATION ANY “SPECIAL DAMAGES,” AS DEFINED BELOW, (C) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (D) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION, IN EACH CASE IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES THAT SUCH WAIVERS ARE TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY PARTY. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY AND PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO OR ANY CLAIMS OF ANY THIRD PERSON FOR WHICH ONE PARTY HAS AGREED TO PROVIDE INDEMNIFICATION UNDER THIS AGREEMENT.

In addition, should a Seller choose to structure the transaction provided under the terms of this Agreement as a non-simultaneous like-kind exchange, the Buyer agrees to execute all documents reasonably necessary to effectuate the non-simultaneous like-kind-exchange

Sellers for any allocated general and administrative costs or reasonable time of officers and employees and related incidental expenses in complying with the covenants set forth in this Section 15.21). If requested in writing, CELLC shall execute and deliver to the external independent accounting firm that audits, reviews or assists the Buyer or its respective Affiliate in the preparation of the Financial Statements or such other independent accounting firm designated by Buyer to provide such procedures (the “Audit Firm”), such representation letters, in form and substance customary for representation letters provided to external audit firms by management of the company whose financial statements are the subject of an audit or are the subject of a review pursuant to Public Company Accounting Oversight Board (PCAOB) AU Section 722 (Interim Financial Information), as may be reasonably requested by the Audit Firm, with respect to the Financial Statements, including, as requested, representations regarding internal accounting controls and disclosure controls. As used in this Section 15.21, the term “Financial Records” means all ledgers, books, records, data, files, and accounting and financial records (regardless of physical or electronic form) in the possession of CELLC and its Affiliates, in each case, solely to the extent related to the Properties; provided, however, “Financial Records” does not include any records or information (a) that CELLC considers to be confidential and proprietary, or (b) that may be protected by an attorney-client privilege, or (c) that cannot be disclosed to Buyer or its representatives as a result of confidentiality arrangements under agreements with third parties.

IN WITNESS WHEREOF, the Sellers have executed this Agreement effective as of the Execution Date.

IN WITNESS WHEREOF, the Buyer has executed this Agreement effective as of the Execution Date.