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OIL AND GAS LEASE
This Oil and Gas Lease ("Lease") is made effective the ~ day of Mav. 2007. by and between
Tbomosoo Land and Livestock Comoanv a Wvomine eeneral nartnersbio bv Jobn Ronald Tbomnson. Partner. Jobn Ronald Tbomoson as Attornev-in fact for
Carole Ann Tbomoson Goodman. Partner. William T. Tbomoson. Partner. Norene Tbomoson. Partner and Stanlev G. Tbomoson Jr.. Partner. whose address is
11694 Hil!bwav 30 Cokeville. Wvomine 83114 ("Lessor". whether one or more) and Fitzsimmons, LLC. whose address is 2201 Cabin Court Gillette, WY 82718
("Lessee").
WITNESSETH, For and in consideration ofTEN DOLLARS, the covenants and agreements contained herein, and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Lessor does hereby grant, demise, lease and let exclusively unto said Lessee, with the exclusive rights for the purposes of
mining, exploring by geophysical and other methods and operating for and producing thereftom oil and all gas of whatsoever nature or kind, and laying pipelines, telepbone and
telegraph lines, building tanks, plants, power stations, roadways and structures thereon to produce, save and take care of said products and the exclusive surface and subsurface
rights and privileges related in any manner· to any and all such operations. and any and all other rights and privileges necessary, incident to, or convenient for the operation
alone or conjointly with neighboring land for sucb purposes, all that certain tract or tracts of land situated in LINCOLN. Wyoming, described as follows. to-wit:
SEE EXHmIT "A" ATTACHED TO AND MADE A PART HEREOF FOR DESCRIPTIVE PURPOSES.
and containing 10.500.80 acres, more or less, (the "Premises").
I. It is agreed that this Lease shall remain in force for a tenn of five (5) years from this date ("Primary Tenn") and as long thereafter as oil or gas of whatsoever nature or kind is
produced from the Premises or on acreage pooled or unitized therewith, or operations are continued as hereinafter provided. If, at the expiration of the Primary Tenn, oil or gas is not
being produced from the Premises or on acreage pooled or unitized therewith but Lessee is then engaged in drilling, reworking or other operations calculated to obtain or restore
production ftom the leased premises thereon, then this Lease shall continue in force so long as such operations are being continuously prosecuted. Operations shall be considered to be
continuously prosecuted if not more than one hundred eighty (180) days shall elapse between the completion or abandonment of one well and the beginning of operations for the drilling
of a subsequent well. If after discovery of oil or gas on the Premises or on acreage pooled or unitized therewith, the production thereof should cease ftom any cause after the primary
tenn, this Lease shall not tenninate if Lessee commences additional drilling, reworking operations within one hundred eighty (180) days from date of cessation of production or !Tom date
of completion of dJy hole, completion or workover operation. If oil or gas shall be discovered and produced as a result of such operations at or after the expiration of the Primary Tenn,
this Lease shall continue in force so long as oil or gas is produced !Tom the Premises or on acreage pooled or unitized therewith.
2. This is a PAID-UP LEASE. In consideration of the payment made herewith, Lessor agrees that Lessee shall not be obligated, except as otherwise provided herein, to commence
or continue any operations during the primary tenn. Lessee may at any time or times during or after the Primary Tenn surrender this Lease as to all or any portion of the Preq¡.ises and as
to any sttata or sttatum, by delivering to Lessor or by filing for record a release or releases, and be relieved of all obligations thereafter accruing as to the acreage surrendered.
3. The royalties to be paid by Lessee are:
(a) On oil and other liquid hydrocarbons, ONE-SIXTH 1l/6'b) of that produced and saved !Tom said land, the same to be delivered at the wells, or to the credit of Lessor into the
pipeline to which the wells may be connected; Lessee may !Tom time to time purchase any royalty oil in its possession, paying the market price therefore prevailing for the field where
produced on the date of purchase; (b) on gas and the constituents thereof produced from said land and sold or used off the premises or in the manufacture of products therelTom, the
market value at the well of ONE-SIXTH n/6tb) of the product sold or used. On product sold at the well, the royalty shall be ONE-SIXTH n/6tb) of the net proceeds realized 1T0m such
sale. All royalties paid on gas sold or used off the premises or in the manufacture of products thereftom will be paid after deducting ftom such royalty Lessors proportionate amount of all
post-production costs, including but not limited to gross production and severance taxes, gathering and transportation costs ftom the wellhead to the point of sale, treating, compression,
and processing. On product sold at the well, the royalty shall be ONE-SIXTH n/6'b) of the net proceeds realized !Tom such sale, after deducting ftom such royalty Lessor's proportionate
amount of all of the above post-production costs and expenses, if any.
4. Where gas ftom a well capable of producing gas is not sold or used after the expiration of the Primary Tenn, Lessee shall payor tender as royalty to Lessor at the address set
forth above One Dollar per year per net mineral acre, such payment or tender to be made on or before the anniversary date of this Lease next ensuing after the expiration of ninety (90)
days ftom the date such well is shut in and thereafter on or before the anniversary date of this Lease during the period such well is shut in.
5. If Lessor owns a lesser interest in the Premises than the entire and undivided fee simple estate therein, then the royalties (including any shut-in gas royalty) herein provided for
shall be paid Lessor only in the proportion which Lessor's interest bears to the whole and undivided fee.
6. Lessee shall have the right to use, fTee of cost, gas, oil and water produced on the Premises for Lessee's operations thereon, except water ftom the wells of Lessor.
7. When requested by Lessor, Lessee shall bwy Lessee's pipeline below plow depth.
8. No well shall be drilled nearer than 200 feet to the house or barn now on the Premises without written consent of Lessor.
9. Lessee shall have the right at any time to remove all machinery and fixtures (including casing) Lessee has placed on the Premises.
10. The rights of the Lessor and Lessee hereunder may be assigned in whole or part. No change in ownership of Lessor's interest (by assignment or otherwise) shall be binding on
Lessee until Lessee has been furnished with notice, consisting of certified copies of all recorded instruments or documents and other infonnation necessary to establish a complete chain
of record title 1T0m Lessor, and then only with respect to payments thereafter made. No other kind of notice, whether actual or constructive, shall be binding on Lessee. No present or
future division of Lessor's ownership as to different portions or parcels of the Premises shall operate to enlarge the obligations or diminish the rights of Lessee, and all Lessee's operations
may be conducted without regard to any such division. If all or any part of this Lease is assigned, no leasehold owner shall be liable for any act or omission of any other leasehold owner.
11. Lessee, at its option, is hereby given the right and power at any time and ftom time to time as a recurring right, either before or after production, as to all or any part of the
Premises and as to anyone or more of the fonnations thereunder, to pool or unitize the leasehold estate and the mineral estate covered by this Lease with other land, lease or leases in the
immediate vicinity for the production of oil and gas, or separately for the production of either, when in Lessee's judgment it is necessary or advisable to do so, and irrespective of whether
authority similar to this exists with respect to such other land, lease or leases. Likewise units previously fonned to include fonnations not producing oil or gas, may be refonned to
exclude such non-producing fonnations. The fonning or refonning of any unit shall be accomplished by Lessee executing and filing of record a declaration of such unitization or
refonnation, which declaration shall describe the unit. Any unit may include land upon which a well has theretofore been completed or upon which operations for drilling have
theretofore been commenced. Production, drilling, reworking or dewatering operations or a well shut in for want of a market anywhere on a unit which includes all or a part of this Lease
shall be treated as if it were production, drilling, reworking or dewatering operations or a well shut in for want of a market under this Lease. In lieu of the royalties elsewhere herein
specified, including shut-in gas royalties, Lessor shall receive royalties on production 1T0m such unit only on the portion of such production allocated to this Lease. In addition to the
foregoing, Lessee shall have the right to unitize, pool, or combine all or any part of the Premises as to one or more of the fonnations thereunder with other lands in the same general area
by entering into a cooperative or unit plan of development or operation approved by any governmental authority and, from time to time, with like approval, to modifY, change or tenninate
any such plan or agreement and, in such event, the tenns, conditions and provisions of this Lease shall be deemed modified to confonn to the tenns, conditions, and provisions of such
approved cooperative or unit plan of development or operation and, particularly. all drilling and development requirements of this Lease, express or implied, shall be satisfied by
compliance with the drilling and development requirements of such plan or agreement, and this Lease shall not tenninate or expire during the life of such plan or agreement. In the event
that the Premises or any part thereof, shall hereafter be operated under any such cooperative or unit plan of development or operation whereby the production therelTom is allocated to
different portions of the land cove~ by said plan, then the production allocated to any particular tract of land shall, for the purpose of computing the royalties to be paid hereunder to
Lessor, be regarded as having been produced !Tom the particular tract of land to which it is allocated and not to any other ttact of land; and royalty payments to be made hereunder to
Lessor shall be based upon production only as so allocated. Lessor shall fonnally express Lessor's consent to any cooperative or unit plan of development or operation adopted by Lessee
and approved by any governmental agency by executing the same upon request of Lessee.
12. All express or implied covenants of this Lease shall be subject to all Federal and State Laws, Executive Orders, Rules or Regulations, and this Lease shall not be tenninated, in
whole or in part, nor Lessee held liable in damages, for failure to comply therewith if compliance is prevented by, or if such failure is the result of, any such Law, Order, Rule or
Regulation. Any delay or interruption caused by stonn, flood, acts of terrorism, act of God or other event of force majeure shall not be counted against Lessee. If, due to the above causes
or any cause whatsoever beyond the control of Lessee, Lessee is prevented !Tom conducting operations hereunder, such time shall not be counted against Lessee, and this Lease shall be
extended for a period of time equal to the time Lessee was so prevented, anything in this Lease to the contrary notwithstanding.
13. Lessor hereby wammts and agrees to defend the title to the Premises and agrees that Lessee shall have the right at any time to redeem for Lessor, by payment, any mortgages,
taxes or other liens on the Premises. in the event of default of payment by Lessor, and be subrogated to the rights of the holder thereof, and the undersigned Lessors, for themselves and
their heirs, successors and assigns, hereby surrender and release all right of dower and homestead in the Premises, insofar as said right of dower and homestead may in any way affect the
purposes for which this Lease is made, as recited herein.
14. Should anyone or more of the parties named as Lessor herein fail to execute this Lease, it shall nevertheless be binding upon all such parties who do execute it as Lessor. The
word "Lessor," as used in this Lease shall mean anyone or more or all of the parties who execute this Lease as Lessor. All the provisions of this Lease shall be binding on the heirs,
successors and assigns of Lessor and Lessee.
15. If at anytime within the primary tenn of this lease and while the same remains in force and effect, Lessor receives any bona fide offer, acceptable to Lessor, to grant an
additional lease covering all or part of the aforesaid lands, Lessee shall have the continuing option by meeting any such offer to acquire sucb lease. Any offer must be in writing, and must
set forth the proposed Lessee's name, bonus consideration and royalty consideration to be paid for such lease, and include a copy of the lease fonn to be utilized which fonn should reflect
all pertinent and relevant tenns and conditions of the lease. Lessee shall have fifteen (15) days after receipt, ftom Lessor, of a complete copy of any such offer to advise Lessor in writing
of its election to enter into an oil and gas lease with Lessor on equivalent tenns and conditions. If Lessee fails to notifY Lessor within the aforesaid fifteen (15) days period of its election
to meet any such bona fide offer, Lessor shall have the right to accept said offer.
16. Except as otherwise provided herein, at the end of the primary term of this Lease, this Lease shall terminate and Lessee shall promptly release this Lease as to all
acreage lying outside of the spacing units established by the Wyoming Oil and Gas Conservation Commission or any other governmental agency having jurisdiction for each
well located on the leased premises or lands spaced therewith which is producing gas or water.
17. Lessee shall pay for all damage to roads, fences, improvements and growing crops caused by its operations hereunder, and will fill and level any pits and mounds,
remove all board roads and board road materials. level and fill all ruts. and restore the surface of the ground as near to its original condition as is reasonably practical within a
reasonable period of time after cessation of operations at each well location on the leased premise!
RECEIVED 6/6/2007 at 11 :42 AM
RECEIVING # 930077
BOOK: 660 PAGE: 829
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000830
IN WITNESS WHEREOF, this instrument is executed as of the date first above written.
,,?e. ...4<
ohn Ronald Thompson, Partner and John onald
Thompson as Attorney-in-fact for Carole Ann Goodman,
Partner.
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William T. Thompson, Partner. .
Nore'1)t::::;;!.p.~
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Stanley G. Thompson, Partner
STATE OF
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UNIFORM ACKNOWLEDGEMENT
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COUNTY OF
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BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared John Ronald Thompson. John Ronald Thompson as Attornev-in
fact for Carole Ann Thomoson Goodman. William T. Thomoson. Norene Thomoson and Stanlev G. Thomoson Jr. all the Partners of Thomoson Land and
Livestock Comoany.. to me known to be the person(s) who executed this within and foregoing instrument, and acknowledged to me that he/she executed the
same.
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Given under my hand and official seal, this the »~ day of
~~
.2007.
My Commission Expires: m ~ ~ D} :;.. 0 D 'f
Name Public:
Address: JI/J
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NaOeneDana ~·:Notary Public
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County Of wÿomlng
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My commission Expires May 20. 2009
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EXHIBIT "A" PAGE 1 OF 2
ATTACHED TO AND MADE A PART OF THAT CERTAIN OIL, GAS AND MINERAL LEASE DATED MAY 21, 2007
BETWEEN, THOMPSON LAND AND LIVESTOCK COMPANY A WYOMING GENERAL PARTNERSHIP BY JOHN RONALD
THOMPSON, PARTNER, JOHN RONALD THOMPSON AS ATTORNEY-IN-FACT FOR CAROLE ANN THOMPSON GOODMAN,
PARTNER, WILLIAM T. THOMPSON, PARTNER, NORENE THOMPSON, PARTNER AND STANLEY G. THOMPSON JR.,
PARTNER AS LESSORS, AND FITZSIMMONS LLC. AS LESSEE.
Township 23 North. Range 117 West. 6th P. M.
Section &'.: NW1/4SW1/4, SE1/4SW1
Section 7: Lot 9 (40.00), Lot 15 (40.00), SE1/4NE1/4
Section 8: NE1/4NE1/4, SW1/4NE1/4, W1/2SE1/4
Section 9: SW1/4NW1/4
Section 17: NE1/4NW1/4, N1/2SW1/4
Section 18: Lot 5 (40.00). Lot 8 (46.12), Lot 9 (40.00), Lot 10 (40.00), Lot 11 (40.00), Lot 12 (40.00)
Lot 13 (46.16), SW1/4NE1/4, NE1/4SE1/4
Section 19: Lot 13 (46.39)
Section 20: NW1/4SW1/4
Section 22: SW1/4SW1/4
Section 23: SW1/4SW1/4
Section 26: NW1/4NW1/4. SW1/4NW1/4
Section 27: SE1/4SW1/4
Section 28: NW1/4NE1/4, NW1/4NW1/4
Section 29: S1/2NW1/4
Section 30: Lot 10 (40.00), S1/2NE1/4
Section 32: NE1/4SW1/4, SE1/4NE1/4
Section 33: NW1/4NE1/4
Section 34: NW1/4SE1/4, NW1/4SW1/4
Section 35: SW1/4NW1/4
Township 23 North, Range 118 West. 6th P. M.
Section 4: Lot 8 (40.08), SW1/4NW1/4, S1/2SW1/4, NW1/4SW1/4
Section 5: Lot 5 (40.08)
Section 9: NW1/4NW1/4
Township 23 North. Range 119 West. 6th P.M.
Section 2 & 3: Lot 69 (160.43)
Section 5, 6, 7, & 8: All that part of Tract 67 and Tract 77 lying West of the Bear River and containing
453.91 acres, more or less.
Township 24 North. Range 120 West. 6th P. M.
Section 13: Tract 39 (80)
Section 25: SW1/4NE1/4, SE1/4NW1/4
Township 24 North. Range 118 West. 6th P. M.
Section 6: Lots 20,21,22,26, W 1/2 SE 1/4 and all of Lot 17, and Lot 25
Section 6: Part of Lot 14 and Lot 24 of section 6, lying southerly of existing fence line.
Beginning at a point on the west line of lot 24,N0028'15"E,578.54 feet of corner # 2 of said
tract 97, found as described in the corner record filed in the Office of Clerk Lincoln County
thence S89 01'12"E, 583.41 feet along said fence to a point; thence S88 45' 49" E
457.47 feet along said fence to a point thence S 88 50' 51"E, 421.64 feet along
said fence and an easterly protraction of said fence to the east line of Lot 14.
Section 6: Tracts 97F, 97G (Less parcel deeded to John Russell Thornock Sr. and Emma Lucy
Thornock at book 509PR page 572.
Section 7: Lot 5, Lot 10, Lot 11, W 1/2 NE 1/4, NW 1/4 SE 1/4 (138.46)
Section 7: Part of tract 79. original lots 3 and 4, Part of tract 80 original lots 1 & 2 ( 287.9)
Section 33: SE 1/4 NW 1/4 & E1/2 SW 114 (120)
U~3ù'Ü717.
000832
EXHIBIT" A" PAGE 2 OF 2
Township 25 North. Range 117 West. 6th P. M.
Section 21: W1/2 NW 114. W 1/2 SW 1/4. W 1/2 SE 1/4, SE 1/4 SE 1/4 (280)
Section 27: W 1/2 NW 1/4, NW 1/4 SW 1/4 (120)
Section 28: NW 1/4 (160)
Section 33: SW 1/4 NE 1/4 (40)
Section 35: SW 1/4 NE 1/4, N 1/2 SE 1/4 (120
Township 24 North. Range 119 West. 6th P. M.
Section 1: Lots 20 (39.47), 21 (39.47),24 (39.45), 25 (9.97), 29 (37.91),33 (35.15),34 (35.13),37 (35.12),
45 (25.97), Tract 97C (13.82)
Section 2: Lots 30 (39.47), 33 (39.46). 35 (39.45), 37 (39.44), S1/2S1/2
Section 3: Lot 43 (39.58), SE1/4SE1/4
Sections 2 and 3: Tract 95 (79.99)
Section 10: N1/2SE1/4, NE1/4
Section 11: N1/2, SE1/4, E1/2SW1/4. NW1/4SW1/4
Section 12: Lots 10 (25.56), 11 (25.08), 18 (4.86), 21 (4.85),22 (4.84), 25 (26.48)
Sections 1 and 12: Tract 78 (328.75), Tract 81 (164.50), Part of Tract 80 (21.77), Part of Tract 79 (23.01)
Section 13: Lot 3 (4.48)
Section 14; Lots 1 (4.48),4 (4.48), 6 (28.19), N1/2NE1/4, NE1/4NW1/4
Section 7: Resurvey Tract 70 (42.39
Section 8: Resurvey Tract 72 (84.05)
Sections 7 & 18: Resurvey Tract 71 (137.64)
Section 18: Resurvey Tract 69 (155.99)
Section 18: Lots 9 (35.27), 10 (35.33), 17 (35.39), 18 (35.45)
Section 19: Lot 5 (35.51)
Pt. of Sections 17 & 20: Resurvey Tract 57 (157.47)
Pt. of Sections 8 & 20: Resurvey Tract 68 (163.87)
Section 22: SE 1/4 NE 1/4 & N1/2 SE1/4 (120)
Section 23: Lots 10, 22, 23 & N1/2 SW 114 Except North 75' of East 220' (192.67)
Section 31 and 32: That part of Tract 77 lying West of Bear River containing 98.72 acres, more or less.
Section 31: Lots 6 (21.41),7 (12.22),10 (12.28),11 (22.22). W1/2NE1/4, E1/2NW1/4
Section 30: Lots 8 (15.14), 10 (22.94), NE1/4SE1/4
Sections 29: Lot 20 (23.48)
Tract 50: Part of Sections 22,27,26,23 (159.49)
Tract 51: Less and Except 35.21 acres described in that certain Warranty Deed recorded in Book 643, Page 688
of Lincoln County Wyoming between Thompson Land and Livestock and William T. Thompson (160.40)
Section 27: N1/2SW1/4, Lots 12 and 15 (150.58)
Pt. of Sections 29, 30, 32: Resurvey Tract 43 (335.67)
Pt. of Section 29, 32: Resurvey Tract 42 (163.82)
Tracts: 44 part of Sections 29,20 (327.16)
Tracts: 45 part of Sections 29,20,21,28 (159.73)
Tracts: 46 part of Sections 21, 28 (1'60.24)
Tracts: 54 part of Sections 20,21 ( 159.98)
Tracts: 59 part of Sections 20, 21 (39.98)
Tracts: 58 part of Sections 17, 16,20,21 (159.88)
Tracts: 66 part of Sections 17, 16 (159.67)