Exhibit 10.1

STOCK PURCHASE AGREEMENT

Among

Capital C Energy Operations, LP

(“Seller”)

and

CGAS Properties, L.P.

(“Buyer”)

and

Belden & Blake Corporation

(“Company”)

Dated: September 2, 2015

Table Of Contents

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “ Agreement ”), dated as of September 2, 2015, is entered into among Capital C Energy Operations, LP , a Delaware limited partnership (“ Seller ”), CGAS Properties, L.P. , a Delaware limited partnership (“ Buyer ”), and Belden & Blake Corporation , an Ohio corporation and wholly owned subsidiary of Seller (“ Company ”). Each of Buyer, Seller and Company is sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties ”.

RECITALS:

WHEREAS , Seller owns all of the issued and outstanding shares (the “ Shares ”) of common stock, without par value, of the Company; and

WHEREAS, the Company is engaged in the business of ownership and operation of certain oil and gas interests which, together with the properties appurtenant thereto and the other assets owned by the Company, are more fully described on Exhibit A and defined herein as the “ Assets ”;

WHEREAS , Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

Purchase and Sale

Section 1.01          Purchase and Sale . Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares free and clear of all Encumbrances.

Section 1.02          Effective Time . The purchase and sale of the Shares shall be effective as of July 1, 2015, at 12:01 a.m. (the “ Effective Time ”).

Section 1.03          Purchase Price. The aggregate purchase price for the Shares (the “ Purchase Price ”) shall be One Hundred Eleven Million Five Hundred Thousand Dollars ($111,500,000.00) subject to adjustment and credit pursuant to Section 1.05 . The Purchase Price paid for the Shares will be allocated in accordance with the value of the Wells. Schedule 2.13(b) shall set forth the allocated value for each Well (such amount being referred to herein as the “ Allocated Value ” with respect to each line item on Schedule 2.13(b) . The Parties hereto have accepted the Allocated Values for purposes of this Agreement and the transactions contemplated hereby, but otherwise make no representation or warranty as to the accuracy of such values.

Section 1.04          Deposit.   Contemporaneously with the execution of this Agreement, Buyer has deposited into a joint control account at Cadence Bank (the “ Deposit Bank ”) an amount equal to ten percent (10%) of the Purchase Price (the “ Deposit ”). The Deposit, plus any interest accrued thereon, shall be held and distributed by the Deposit Bank, in accordance with joint signature checks, drafts, or wire transfer instructions duly executed and delivered to the Deposit Bank by Buyer and Seller for purposes of effectuating the other provisions of this Agreement pertaining to the Deposit. In the event that the transaction contemplated hereby is not consummated in accordance with the terms hereof, then the Deposit, plus any interest accrued thereon, shall be applied in accordance with the provisions of Section 12.03 . In the event that the transaction contemplated hereby is consummated in accordance with the terms hereof, then the Deposit shall be applied to the Purchase Price to be paid by Buyer at Closing. For the avoidance of doubt, Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered, from time to time such further documents, agreements or instruments, and shall take such other actions as any Party may reasonably request, to deliver the Deposit, plus any interest accrued thereon, to Buyer or Seller, in connection with the Closing or the provisions of Section 12.03 .

Section 1.05          Adjustments and Credits to Purchase Price.

(a)           The Purchase Price shall be adjusted upward by the following:

(i)           pursuant to Section 9.01 , the amount, if any, by which the Estimated Closing Indebtedness exceeds the Final Closing Indebtedness; and

(ii)          overhead charges applicable to the operation of the Assets during the period from the Effective Time to the Closing Date, which shall be One Hundred Sixty Four Thousand Dollars ($164,000.00) per month, pro-rated for each period of less than a month based upon a 30-day month.

(b)          The Purchase Price shall be adjusted downward by the following:

(i)          an amount equal to the Estimated Closing Indebtedness;

(ii)         to the extent but only to the extent that the overhead charges applicable to the operation of the Assets during the period from the Effective Time to the Closing Date exceed One Hundred Sixty Four Thousand Dollars ($164,000.00) per month (the “ Overhead Cap ”) , pro-rated for each period of less than a month based upon a 30-day month, the amount of the excess over the Overhead Cap;

(iii)        an amount equal to the sum of all adjustments to the Purchase Price (A) pursuant to Section 5.03 in respect of Title Defects; and (B) pursuant to Section 6.03 in respect of Adverse Environmental Conditions; and

(iv)        pursuant to Section 9.01 , the amount, if any, by which the Final Closing Indebtedness exceeds the Estimated Closing Indebtedness.

(c)          At least three (3) Business Days prior to the Closing, Seller shall prepare and submit to Buyer a settlement statement (the “ Preliminary Settlement Statement ”) setting forth each adjustment and credit to the Purchase Price pursuant to this Section 1.05 , including the Estimated Closing Amounts, using for such adjustments and credits the best information then reasonably available. Prior to the Closing, Buyer may notify Seller of any objections to the Preliminary Settlement Statement; provided, however, that Buyer's failure to notify Seller of objections prior to the Closing shall not be deemed a waiver thereof. The Parties shall use their reasonable efforts to agree on a final Preliminary Settlement Statement no later than one (l) day prior to the Closing. The Purchase Price, adjusted and credited as provided in the Preliminary Settlement Statement, is referred to herein as the “ Preliminary Purchase Price .”

Section 1.06          Payment of Preliminary Purchase Price . The Preliminary Purchase Price (after giving effect to the Deposit, which shall be delivered to Seller from the joint control account at the Deposit Bank in accordance with Section 1.04 ) shall be payable at the Closing in cash by wire transfer in accordance with such wire transfer instructions as Seller may deliver to Buyer at least two (2) Business Days prior to the Closing.

ARTICLE II
Representations and Warranties of Seller

Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:

Section 2.01          Organization and Authority of Seller . Seller is a limited partnership duly organized, validly existing and in good standing under the Laws of the state of Delaware. Seller has full limited partnership power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The general partner of Seller is 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 and to own and operate oil and gas properties in each jurisdiction in which the Oil and Gas Assets are located. This Agreement has been, and, if the Closing occurs, the documents to be executed and delivered by Seller at the Closing will be, duly authorized, executed and delivered on behalf of Seller, and this Agreement constitutes, and, if the Closing occurs, the documents to be executed and delivered by Seller at the Closing will be, the legal, valid and binding obligation of Seller, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization and other laws for the protection of creditors.

Section 2.02          Organization, Authority and Qualification of the Company . The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Ohio, and the Company is duly licensed or qualified to do business and is in good standing in Michigan, New York, Pennsylvania, Texas and West Virginia. The Company is duly qualified, licensed, as necessary, and has full corporate power to carry on its business and to own, operate and lease oil and gas properties in each jurisdiction in which the Oil and Gas Assets are located and to carry on its business as it has been and is currently being conducted and is in good standing in such jurisdictions. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Section 2.03          Company Capitalization .

(a)           The authorized capital stock of the Company consists of Three Thousand (3,000) shares of common stock, without par value (the “ Common Stock ”), of which One Thousand Five Hundred Thirty Four (1,534) shares are issued and outstanding and constitute the Shares. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Shares, free and clear of all Encumbrances.

(b)           All of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement, arrangement or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person.

(c)           There are no outstanding or authorized options, warrants, convertible or exchangeable securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating Seller or the Company to issue or sell any shares of capital stock of, or any other interest in, the Company. The Company does not have any outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

Section 2.04          Company Subsidiaries .           Except for its ninety percent (90%) managing general partner partnership interest in Blue Spruce Investment Limited Partnership (“ Blue Spruce ”), the Company does not own, directly or indirectly, any equity or long-term debt securities of any Person. Blue Spruce is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full limited partnership power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Blue Spruce is licensed or qualified to do business in Michigan, and it is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. All limited partnership actions taken by Blue Spruce in connection with this Agreement and the other Transaction Documents will be duly authorized on or prior to the Closing. All of the outstanding partnership interests of Blue Spruce have been duly authorized, are validly issued, fully paid and non-assessable (except as non-assessability may be affected by certain provisions of the Delaware Revised Uniform Limited Partnership Act), and the ninety percent (90%) managing general partner partnership interest is owned of record and beneficially by the Company, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Company shall own all of such managing general partner partnership interest of Blue Spruce, free and clear of all Encumbrances. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the partnership interests of Blue Spruce or obligating Blue Spruce or the Company to issue or sell any partnership interests in Blue Spruce. Blue Spruce does not have outstanding or authorized any partnership interest appreciation, phantom partnership interests, profit participation or similar rights. Except for a limited partner put right in the limited partnership agreement of Blue Spruce, there are no agreements or understandings in effect with respect to the transfer of any of the partnership interests. Because of the relative de minimis value of Blue Spruce’s properties and assets, for purposes of this Agreement, Blue Spruce shall not be treated as a separate entity, and the representations and warranties of the Company and the Seller with respect to the Company shall be deemed to encompass the properties and assets of Blue Spruce, and shall be deemed to be logically adjusted to take into consideration that Blue Spruce is indeed a separate legal entity, of which the Company owns a ninety percent (90%) managing general partner partnership interest. There are no unpaid assessments or amounts deemed unpaid by the Company in respect of the Company’s general partner interest in Blue Spruce or in respect of the Company’s obligations as a general partner therein.

Section 2.05          No Conflicts; Consents . The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of limited partnership or incorporation (as may be the case), by-laws or other organizational documents of Seller or the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Company; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or the Company is a party or by which Seller or the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract); or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

Section 2.06          Brokers . 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.

Section 2.07          Bankruptcy . There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or, to Seller’s Knowledge, threatened against Seller or Company.

Section 2.08          Legal Proceedings; Governmental Orders . Except as set forth in Schedule 2.08 of the Disclosure Schedules, there are no lawsuits (other than lawsuits of general applicability to the oil and gas industry), actions, proceedings or governmental investigations or inquiries pending, or to Seller’s Knowledge, threatened (a) against or by the Company or affecting any of its properties or Assets (or by or against Seller or any Affiliate thereof and relating to the Company); (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement; or (c) against any current or former director or former employee of the Company arising out of such director’s or employee’s affiliation with the Company.

Section 2.09          Taxes .

(a)           As of the date of this Agreement, the Company has filed all required Tax Returns, and will file all required Tax Returns that are due on or before the Closing Date, provided however, that the Company shall not file any Tax Return on or before the Closing Date without first permitting the Buyer to review any such Tax Return. All Tax Returns filed by the Company have been timely filed and were correct and complete as filed or subsequently amended. All Taxes owed by the Company or with respect to the Assets have been timely paid in full.

(b)           The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any former employee or any current or former independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law.

(c)           No claim has been made by any taxing authority in any jurisdiction where the Company does not file Tax Returns that it is, or may be, subject to Tax by that jurisdiction.

(d)           No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company.

(e)           There have been no deficiencies asserted, or assessments made, against the Company as a result of any examinations by any taxing authority.

(f)           The Company is not a party to any Action by any taxing authority. Except as disclosed in Section 9.05, there are no pending or to the Seller’s Knowledge threatened Actions by any taxing authority.

(g)           There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the Assets.

(h)           The Company is not a party to, or bound by, any Tax indemnity, Tax-sharing or Tax allocation agreement.

(i)           The Company is not a party to, or bound by, any closing agreement or offer in compromise with any taxing authority.

(j)           No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to the Company.

(k)           The Company is not a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes. The Company has no Liability for Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or foreign Law), as transferee or successor, by Contract or otherwise.

(l)           The Company has not agreed to make, nor is it required to make, any adjustment under Sections 481(a) or 263A of the Code or any comparable provision of state, local or foreign Tax Laws by reason of a change in accounting method or otherwise. The Company has not taken any action that could defer a Liability for Taxes of the Company from any Pre-Closing Tax Period to any Post-Closing Tax Period.

(m)           The Company has not been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

(n)           The Company is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011 4(b).

Section 2.10          Compliance With Laws; Permits . The Company has complied, and is now complying, with all Laws applicable to the business, properties or Assets of the Company (excluding, however, Environmental Laws, which are addressed in Section 2.11 ). The Company has not received notice of any actual, alleged or potential violation of any applicable Law that has not otherwise been cured to the satisfaction of the Governmental Authority issuing such notice. The Company holds and has in full force and effect all material Permits and, with respect to any of the Oil and Gas Properties that are not operated by the Company, to the Seller’s Knowledge, the operator of such Oil and Gas Properties holds, to the extent legally required, all required Permits (the “ Operator Permits ”). The Company is, and their businesses and operations have been conducted, in compliance in all material respects with the terms of the Permits, and, to the Seller’s Knowledge, there has not occurred any default under any of the Operator Permits. To the Seller’s Knowledge, no event has occurred or circumstance exists that would reasonably be expected to constitute or result in the revocation, withdrawal, suspension, cancellation, modification or termination of any Permit or Operator Permit or to result in any fine or other enforcement Action. All applications required to have been filed for the renewal of any Permit that expires on or prior to the Closing Date have been timely filed with the appropriate Governmental Authorities. Schedule 2.10 of the Disclosure Schedules lists each Permit that terminates or expires within one hundred twenty (120) days of the date of this Agreement based on notices of termination or renewal received by the Company.

Section 2.11          Environmental Matters . To Seller’s Knowledge, the Company (i) is in material compliance with all Environmental Laws applicable to the Oil and Gas Assets, (ii) neither the Seller nor the Company has received notice of any violation of, or investigation relating to, any federal, state or local laws with respect to pollution or protection of the environment relating to the Oil and Gas Assets and (iii) has obtained all environmental Permits required in connection with the ownership and operation of the Oil and Gas Assets, and has complied with and is in material compliance with all such Permits. There has been no release of any hazardous materials on, at, under, to or about (i) the Oil and Gas Assets, (ii) any property formerly owned, operated or leased by Company, during the time of such ownership, operation or lease, or (iii) any location where hazardous materials from the operations or activities of Company have come to be located; and no facts, circumstances or conditions exist with respect to Company or any property currently or formerly owned, operated or leased by Company that could reasonably be expected to result in Company incurring any liabilities under Environmental Law.

Section 2.12          Payout Balances . There are no Assets that are subject to a payout schedule that may impact Buyer’s Working Interest or Net Revenue Interest as set forth on Schedule 2.12 after the Effective Time.

Section 2.13          Oil and Gas Leases and Interests .

(a)           All Leases are in full force and effect, and Company is not in default with respect to any of its material obligations thereunder. All rentals, royalties, overriding royalty interests and other payments due and owing by the Company under each of the Leases have been timely and accurately paid, except amounts that are being held in suspense as a result of title issues in circumstances that do not provide any third party a right to terminate any such Lease.

(b)           Schedule 2.13(b) of the Disclosure Schedules lists (i) all Wells owned by the Company, (ii) all Working Interests, all Net Revenue Interests and mineral interests related thereto, and (iii) the Allocated Value of each Well. Schedule 2.13(b)(1) of the Disclosure Schedules lists all Leases owned by the Company. The Company, as applicable, has Defensible Title to the Wells and the Leases and to the mineral interests set forth on Schedules 2.13(b) and 2.13(b)(1) of the Disclosure Schedules (each, an “ Oil and Gas Property ” and, collectively, the “ Oil and Gas Properties ”). Except as set forth in Schedule 2.08 of the Disclosure Schedules, there are no Actions pending or, to Seller's Knowledge, threatened that, if determined adversely to the Company, would result in a discrepancy between (A) all Working Interests, all Net Revenue Interests and mineral interests related thereto and (B) all Working Interests, all Net Revenue Interests and mineral interests related thereto stated in Schedule 2.13(b) for such Wells.

(c)           There are no obligations of the Company (other than implied obligations under Leases concerning protection from drainage and further development that are customary in the oil and gas industry) that require the drilling of additional wells or other material development operations in order to earn or to continue to hold all or any portion of the Oil and Gas Properties, and the Company has not been advised in writing by a lessor of any requirements or demands to drill additional wells on any of the Oil and Gas Properties, which requirements or demands have not been resolved.

(d)           There are no preferential rights to purchase all or any portion of the Oil and Gas Properties that are triggered by the Transactions.

Section 2.14          Financial Statements . Complete copies of the Company’s audited financial statements consisting of the balance sheet of the Company as of December 31, 2013 and 2014 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the fiscal years then ended (the “ Financial Statements ”), and unaudited financial statements consisting of the balance sheet of the Company as of June 30, 2015 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the six-month period then ended (the “ Interim Financial Statements ” and together with the Financial Statements, the “ Full Financial Statements ”) are included in Schedule 2.14 of the Disclosure Schedules. The Full Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Financial Statements). The Full Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2014 is referred to herein as the “ Balance Sheet ” and the date thereof as the “ Balance Sheet Date ” and the balance sheet of the Company as of June 30, 2015 is referred to herein as the “ Interim Balance Sheet ” and the date thereof as the “ Interim Balance Sheet Date ”. Except as set forth in Financial Statements, the Company has no Liabilities required by generally accepted accounting principles to be set forth in a financial statement or in the notes thereto except Liabilities incurred after June 30, 2015 in the ordinary course of business and consistent with past practices. All books, records and accounts of the Company are accurate and complete and are maintained in accordance with good business practice and all applicable Laws. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

Section 2.15          Undisclosed Liabilities . Except as otherwise disclosed in Schedule 2.15 of the Disclosure Schedules, the Company does not have any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“ Liabilities ”), except those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Section 2.16          Absence of Certain Changes, Events and Conditions . Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice and/or except as disclosed in Schedule 2.16 of the Disclosure Schedules, there has not been, with respect to the Company, any:

(a)           event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)           amendment of the organizational documents of the Company;

(c)           split, combination or reclassification of any shares of Company capital stock;

(d)           issuance, sale or other disposition of any of the Company’s capital stock or other equity interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) the Company’s capital stock or other equity interests;

(e)           declaration or payment of any dividends or distributions on or in respect of the Company’s capital stock or redemption, purchase or acquisition of the Company’s capital stock or other equity interests;

(f)           material change in any method of accounting or accounting practice of the Company, except as required by generally accepted accounting principles or as disclosed in the notes to the Financial Statements;

(g)           material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(h)           entry into any Contract that would constitute a Material Contract;

(i)           incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current Liabilities incurred in the ordinary course of business consistent with past practice;

(j)           transfer, assignment, sale or other disposition of any of the Assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements;

(k)           material damage, destruction or loss (whether or not covered by insurance) to its property;

(l)           any capital investment in, or any loan to, any other Person;

(m)           acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound;

(n)           any material capital expenditures;

(o)           imposition of any Encumbrance upon the Company’s properties, capital stock or Assets, tangible or intangible;

(p)           grant of any bonuses, whether monetary or otherwise, or any general wage, salary or compensation increases in respect of its officers or directors, other than as provided for in any written agreements entered into prior to the Interim Balance Sheet Date;

(q)           entry into or termination of any employment agreement or collective bargaining agreement, written or oral, or modification of the terms of any such existing agreement;

(r)           any loan to, or entry into any other transaction with, any of its directors or officers;

(s)           entry into a new line of business or abandonment or discontinuance of existing lines of business;

(t)           adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(u)           purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of One Hundred Thousand Dollars ($100,000.00) individually (in the case of a lease, per annum) or Five Hundred Thousand Dollars ($500,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice;

(v)          acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;

(w)           adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, retention, change in control or other plan, Contract or commitment for the benefit of any of its directors and officers (or any such action taken with respect to any other Benefit Plan);

(x)           action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax Liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period;

(y)           reduction or write-down by the Company in the reserve estimated for the Leases;

(z)           any termination or entering into any hedging positions (including fixed price controls, collars, swaps, caps, hedges and puts); or

(aa)          any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 2.17          Material Contracts .

(a)           Schedule 2.17 of the Disclosure Schedules lists each of the following Contracts of the Company (such Contracts, together with all Contracts concerning the occupancy, management or operation of any real property (including without limitation, brokerage Contracts) listed or otherwise disclosed in Schedules 2.13(b) and 2.13(b)(1) of the Disclosure Schedules, being “ Material Contracts ”):

(i)           each Contract of the Company involving aggregate consideration in excess of Fifty Thousand Dollars ($50,000.00) and which, in each case, cannot be cancelled by the Company without penalty or without more than sixty (60) days’ notice;

(ii)          all Contracts that require the Company to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions;

(iii)         all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental or other Liability of any Person;

(iv)         all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);

(v)          all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which the Company is a party;

(vi)         all Contracts with independent contractors or consultants (or similar arrangements) to which the Company is a party and which are not cancellable without penalty or without more than thirty (30) days’ notice;

(vii)        except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of the Company;

(viii)       all Contracts with any Governmental Authority to which a the Company is a party;

(ix)          all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time;

(x)           any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company;

(xi)          all Contracts between or among the Company on the one hand and Seller or any Affiliate of Seller (other than the Company ) on the other hand;

(xii)         all Oil and Gas Contracts;

(xiii)        all Contracts granting preferential rights to purchase any Lease;

(xiv)       all tax partnerships to which the Company is a party or to which any of its Assets are bound; and

(xv)        any other Contract that is material to the Company and not previously disclosed pursuant to this Section 2.17 .

(b)           Each Material Contract is valid and binding on the Company and, to the Seller’s Knowledge, the other party thereto, in accordance with its terms and is in full force and effect. None of the Company or, to Seller’s Knowledge, any other party thereto, is in breach of or default under (or is alleged to be in breach of or default under), in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.

Section 2.18         Title to Assets; Real Property .

(a)           Schedule 2.18 of the Disclosure Schedules is a list of all items of real or tangible personal property owned or held by the Company with a value of Fifty Thousand Dollars ($50,000.00) or more or that are otherwise material to the operations of the Company, other than the Oil and Gas Properties.

(b)           Other than the Oil and Gas Properties, all leases and other agreements pursuant to which the Company leases or otherwise acquires or obtains operating rights affecting any real or personal property are in good standing, valid and effective, and all rentals and other payments due by the Company to any lessor under any such leases or other agreements have been timely paid by the Company.

(c)           All material operating equipment of the Company is in good operating condition and in a state of reasonable maintenance and repair, ordinary wear and tear excepted, and suitable for the purposes for which such equipment was constructed, obtained or currently being used.

Section 2.19          Condition and Sufficiency of Facilities . Except as set forth in Schedule 2.19 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company, including the Facilities, are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property, including Facilities, is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property, including Facilities, currently owned or leased by the Company, together with all other properties and Assets of the Company, are sufficient for the continued conduct of the Company’ business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company as currently conducted.

Section 2.20          Employee Benefit Matters . The Company has no employees and no “employee benefit plan”, as such term is defined in Section 3(3) of ERISA, and no other benefit, retirement, employment, compensation (including deferred compensation), bonus, incentive, equity, stock option, restricted stock, stock appreciation right, phantom equity, change in control, severance, vacation, paid time off, fringe-benefit and other similar agreement, plan, policy, program or other arrangement, that is sponsored, maintained or contributed to by the Company, whether or not reduced to writing, in effect and covering one or more former employees and the beneficiaries and dependents of any such former employee of the Company, or with respect to which the Company has any liability (contingent or otherwise) (collectively, the “ Benefit Plans ”).

(a)           No event has occurred and no condition exists that could reasonably be expected to subject the Company to any material Tax, fine, lien, penalty or other liability imposed by ERISA or the Code. No non-exempt “prohibited transaction” (as that term is defined under Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Benefit Plan.

(b)           Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) entitle any former employee or current or former service provider of the Company to any severance or other payment (including golden parachute) under any Benefit Plan or (ii) cause any amounts payable under any Benefit Plan to fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code.

(c)           There have been no acts or omissions by the Company under Section 409A or Section 457A of the Code for which the Company may be liable with respect to a nonqualified deferred compensation plan (within the meaning of Section 409A or Section 457A of the Code).

Section 2.21          Employment Matters . There are no employees of the Company. All wages, compensation, commissions, bonuses, reimbursements, severance payments and other amounts due and payable to former employees or current or former consultants, or contractors of the Company for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of the Company with respect to such payments.

(a)           The Company is not a party to, or bound by, any collective bargaining or other Contract with a labor organization.

(b)           The Company is and has been in compliance in all material respects with (i) all applicable Laws pertaining to employment and employment practices, including all Laws relating to labor relations and collective bargaining, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, health and safety, workers’ compensation, leaves of absence, unemployment insurance and the payment of withholding or payroll taxes and (ii) all obligations under any employment agreement, consulting agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. All individuals characterized and treated by the Company as consultants or contractors are properly treated as independent contractors under all applicable Laws. There are no Actions against the Company pending or which have been resolved within the past three (3) years, or to the Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of any former employee or current or former consultant or independent contractor of the Company, including, without limitation, any claim relating to the issues set forth in (i) and (ii) above or any other employment related matter arising under applicable Laws.