PURCHASE AND SALE AGREEMENT (Wyoming Subject Leases)

Files and Records; Diligence. After the execution of this Agreement and prior to Closing, ROI shall allow GMXR and its attorneys, employees and consultants to examine, at ROI’s offices, all of ROI’s land, contract, and other files and records which relate to the Subject Interest. In this connection, ROI shall make available to GMXR for examination such title information with respect to the Subject Interest which is in ROI’s files or to which ROI has access. However, ROI shall have no obligations to update any title information currently in ROI’s files. In addition, ROI shall make available to GMXR and its attorneys, employees and consultants, upon reasonable notice during normal business hours, such officers and employees of ROI who are knowledgeable with respect to the Subject Interests in order that GMXR may make, at GMXR’s sole cost and expense, such due diligence investigation as to title and environmental matters as GMXR considers necessary or appropriate. Further, ROI shall grant to GMXR and its attorneys, employees and consultants access to the Subject Leases and other Subject Interests in order for GMXR to conduct, at GMXR’s sole cost and expense, a physical inspection of the Subject Interest. GMXR shall release, indemnify, and defend and hold harmless ROI

from and against any and all claims, demands, causes of action, damages, liabilities, payments, charges, costs and expenses of any kind or character arising from GMXR’s inspection of the Subject Interest, including, without limitation, claims for personal injuries to or death of any person or damage to the Subject Interest or the property of any person arising from such inspection.

Consents. Except with respect to governmental consents customarily obtained post-Closing, as soon as practicable after execution of this Agreement, ROI shall send requests to the holders of required consents to assignment for their consent to assignment of the affected Subject Interest to GMXR. The form and content of all solicitations for such consents shall be agreed upon by GMXR and ROI. In the event a required consent is not obtained prior to Closing, then, unless the failure

to obtain such consent is waived by GMXR, the affected property will be excluded from the Subject Interests delivered at Closing, and the Purchase Price will be adjusted downward by an amount equal to $2,450.00 per net mineral acre, multiplied by the number of net mineral acres attributable to the affected property.

Acquired Interests. If during the period between the date of this Agreement and the third anniversary of the Closing Date (the “AMI Term”) ROI or its affiliates, either solely or jointly with any other person or entity, should acquire or be granted an oil and gas lease, mineral interest, or other oil and gas interest covering any properties located in AMI (an “Acquired Interest”), then ROI shall (or shall cause its affiliates to) notify GMXR of the acquisition (such notice to GMXR being referred to herein as the “Acquisition Notice”), such Acquisition Notice to be given within thirty (30) days after the acquisition by ROI or its affiliate; provided, however, that with respect to acquisitions of Acquired Interests prior to Closing (“Pre-Closing Acquired Interests”), the Acquisition Notice shall be provided as soon as possible after the consummation of the acquisition, but in any event not later than the Closing Date. GMXR shall have the right, but not the obligation, to acquire all of the Acquired Interest for a purchase price equal to the lease bonus paid or purchase price paid by ROI or its affiliate (the “Acquisition Cost”) to acquire the Acquired Interests; provided, however that the purchase

price for any Pre-Closing Acquired Interests shall be an amount equal to the greater of (i) $1,250 per net acre of the Acquired Interest or (ii) 120% of the Acquisition Cost for such Pre-Closing Acquired Interest. The Acquisition Notice shall include a reasonably detailed description of the Acquired Interest, the lands and depths covered thereby, and the consideration paid therefor, and shall also include true, correct and complete copies of any farmout agreement, purchase agreement, lease, option, assignment, or other instruments or agreements pursuant to which the interest was acquired or to which it is subject. At GMXR’s request, ROI shall meet with GMXR to discuss and share any data that ROI used to support the purchase of the Acquired Interests. GMXR shall, within forty-five (45) days following the later of the Closing Date or GMXR’s receipt of the Acquisition Notice, notify ROI in writing whether or not GMXR elects to purchase any Acquired Interest. A failure to timely respond to the Acquisition Notice shall be deemed an election not to purchase the Acquired Interest. If ROI or any of its affiliates acquires more than one Acquired Interest, GMXR may make separate elections as to each Acquired Interest. If GMXR elects to purchase any Acquired Interests, then GMXR shall on the later of (i) the Closing Date or (ii) a date within forty-five (45) days following the Acquisition Notice, pay by wire transfer the Acquisition Proceeds, and ROI shall deliver to GMXR an executed and acknowledged assignment thereof, substantially in the form of Exhibit C attached hereto, in sufficient counterparts to facilitate recording, together with executed state or federal assignment forms, as applicable. The Acquired Interest shall be delivered to GMXR free and clear of any liens, claims or encumbrances arising by, through or under ROI or its affiliates, other than burdens reserved or retained by ROI’s lessors, grantors, or assignors, as the case may be. As used herein, “affiliate,” means, when used with respect to any Person (as hereinafter defined), any individual, corporation, partnership, joint venture, trust, limited liability company, limited liability limited partnership, unincorporated organization or other entity (each, a “Person”) which is directly or indirectly controlled by, controlling or under common control with such Person. For purposes of this definition, “control” means, when used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management of such Person, whether through ownership of voting securities, by contract, or otherwise.