(a) the oil and gas leases described more particularly on Exhibit A and the leasehold estates created thereby, as to all lands and depths covered thereby or the applicable part or portion thereof if specifically limited in depth and/or geographic extent in Exhibit A (collectively, the "Leases"), together with any and all other rights, titles, and interests of Seller in, to, under, or derived from (i) all units (if any) created by any pooling, unitization, or communitization agreements in effect with respect to the Leases and the lands covered thereby, (ii) the oil and gas leases and lands included in any units with which the Leases or the lands covered thereby may have been pooled, unitized, or communitized, and (iii) all other rights, interests, privileges, benefits, and powers of any kind or character conferred upon Seller as the owner of any of such interests;

(b) all of Seller's rights, titles, and interests in and to all wells (if any) for the production of Hydrocarbons that are located on the Leases or on other leases or lands with which the Leases or the lands covered thereby may have been pooled, unitized, or communitized;

(c)     all of Seller's right, title, and interest in and to all crude oil, natural gas, condensate, distillate, natural gasoline, natural gas liquids, plant products, and other liquid or gaseous hydrocarbons, the right to explore for which, or an interest in which, is granted pursuant to the Leases ("Hydrocarbons") and that are produced from or allocable to such interests of Seller from and after the Effective Date;

(d)     all of Seller's right, title, and interest in and to all fee surface interests in land, surface leases, easements, rights-of-way, servitudes, licenses, franchises, road and other surface use permits or agreements, and similar rights and interests (if any) located on the lands covered by the Leases or any units with which the Leases or the lands covered thereby may have been pooled, unitized, or communitized, or that otherwise relate to the interests of Assignor described in clauses (a) and (b) of this Section 2.1;

(e)     all of Seller's right, title, and interest in and to all equipment, machinery, fixtures, and other real, personal, and mixed property (if any), movable or immovable, and whether located on or off the lands covered by the Leases or with which the Leases have been pooled, unitized, or communitized, to the extent used in connection with or attributable to the interests of Seller described in clauses (a) and (b) of this Section 2.1 (except for any such personal property leased from third Persons);

(f)     all of Seller's right, title, and interest in and to all contracts and agreements to which Seller is a party or that are otherwise binding on Seller, in whole or in part, to the extent that they are (i) appurtenant to or affect the interests of Seller described in clauses (a), (b), (c), (d), and (e) of this Section 2.1, or (ii) used or held for use in connection with the use, ownership, or operation thereof, including, without limitation, those contracts and agreements described more particularly on Exhibit B (collectively, the "Transferred Contracts"); and

(g)     all of Seller's rights, titles, and interests in and to all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and third Persons, and rights accruing under applicable statutes of limitation or prescription, insofar only as the foregoing rights and interests relate or are attributable to the items listed in this Section 2.1.

(a)     Seller and Buyer have each executed and delivered the Conveyance, in sufficient numbers of counterparts to facilitate recording in all relevant jurisdictions.

(b)     Buyer has delivered to Seller stock certificates representing all of the Shares, endorsed in blank.

(c)     Seller has delivered to Buyer (i) releases of all Liens (if any) encumbering the Assets that are not permitted under Section 2.1 of the Conveyance and (ii) all consents, waivers, and other similar matters (if any) pertaining to the Assets obtained by Seller prior to the Closing Date.

(d)     Seller has delivered to Buyer a certificate that satisfies the requirements of Treas. Reg. Section 1.1445-2(b)(2), certifying that Seller is not a "foreign" Person for federal income tax purposes.

(e)     Seller and Buyer have executed such other documents and taken such other actions as are provided for in the Conveyance or as may be necessary to consummate the transactions contemplated herein.

(a)     the performance of the terms, conditions, and covenants of, and the discharge of Seller's share of the duties, obligations, and Liabilities (other than obligations or Liabilities for the payment of money) arising under the terms of, the Leases and the Transferred Contracts for the period from and after the Closing Date;

(b)     all obligations and Liabilities of Seller for the payment of money with respect to the Assets (including, without limitation, the payment of costs and expenses incurred in connection with the Assets and royalties, overriding royalties, and other similar burdens on production, as well rentals, shut-in well payments, minimum royalties, and other lease maintenance payments under the terms of the Leases) for the period from and after the Effective Time;

(c)     all obligations of Seller regarding the plugging and abandonment of all Hydrocarbon wells, personal property, equipment, and facilities constituting a part of the Assets and the performance of all related salvage, site clearance, and surface restoration operations;

(d)     ALL CLAIMS AND LIABILITIES ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY WAY TO THE ENVIRONMENTAL CONDITION OF

(e)     ALL OTHER LIABILITIES FOR INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THING, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY AFFECTING OR RELATING TO THE ASSETS, REGARDLESS OF WHETHER SUCH LIABILITY RESULTS, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ITS AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND REGARDLESS OF WHETHER SUCH CLAIM OR LIABILITY, OR THE ACTS, OMISSIONS, EVENTS, OR CONDITIONS GIVING RISE THERETO, AROSE, OCCURRED, OR EXISTED BEFORE, AT, OR AFTER THE CLOSING DATE;

(f)     all Claims and Liabilities relating to the payment of taxes (including interest, penalties, and additions to tax) for which Buyer has agreed to be responsible hereunder; and

(g)     all other duties, obligations, Liabilities, and Claims, whether in contract, in tort, or arising by operation of Law, accruing or resulting from, arising out of, or otherwise associated with the Assets for the periods before, at, and after the Closing Date.

(a)     Seller is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Texas. Seller has all requisite power and authority to own and operate its properties and to carry on its business as now conducted.

(b)     Seller has full capacity, power, and authority to enter into and perform this Agreement, the Conveyance, and the transactions contemplated herein and therein. The execution, delivery, and performance by Seller of this Agreement and the Conveyance have been duly and validly authorized and approved by all necessary corporate action on the part of Seller, and this Agreement and the Conveyance are, or upon their execution and delivery will be, the valid and binding obligations of Seller and enforceable against Seller in accordance with their terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, and similar Laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)     The execution, delivery, and performance by Seller of this Agreement and the Conveyance and the consummation of the transactions contemplated herein and therein will not (i) conflict with or result in a breach of any provisions of the organizational documents of Seller, (ii) result in a default or the creation of any Lien or give rise to any right of termination, cancellation, or acceleration under any of the terms of any Lease, Transferred Contract, note, bond, mortgage, indenture, license, or other agreement, document, or instrument to which Seller is a party or by which Seller or any of the Assets may be bound, which default might have a material adverse effect on the Assets or the ability of Seller to perform its obligations under this Agreement, or (iii) violate any order, writ, injunction, judgment, decree, or Law applicable to Seller or the Assets, which violation might have a material adverse effect on the Assets or the ability of Seller to perform its obligations under this Agreement.

(d)     There is no Claim by any Person or Governmental Authority (including, without limitation, expropriation or forfeiture proceedings), and no legal, administrative, or arbitration proceeding pending or, to Seller's Knowledge, threatened against either Seller or the Assets, or to which Seller is a party, that reasonably may be expected to (i) result in the material impairment of Seller's title to the Assets, (ii) materially hinder or impede the operation of all or any portion of the Assets, or (iii) otherwise have a material adverse effect upon the Assets or the ability of Seller to consummate the transactions contemplated in this Agreement.

(e)     No authorization, consent, approval, exemption, franchise, permit, waiver, or license of, or filing with, any Governmental Authority or other Person is required to authorize, or is otherwise required in connection with, the valid execution and delivery by Seller of this Agreement or the Conveyance, the transfer of the Assets to Buyer, or the performance by Seller of its other obligations hereunder and under the Conveyance.

(f)     To Seller's Knowledge: (i) each of the Leases is in full force and effect; (ii) Seller is not in material breach or material default, and there has occurred no event, fact, or circumstance that, with the lapse of time or the giving of notice, or both, would constitute such a breach or default by Seller with respect to any of its obligations or those of any other Person under any Lease or result in the termination of any Lease; and (iii) no lessor under any Lease has given or threatened to give to Seller notice of any action to terminate, cancel, rescind, repudiate, or procure a judicial reformation of any Lease or any provision thereof.

(g)     To Seller's Knowledge: (i) Seller is not in violation of any Law relating to the Assets; and (ii) Seller has not received written notice from any Governmental Authority that any such Law has been violated by Seller or any other Person.

(h)     During the period of Seller's ownership of the Assets, all Property-Related Taxes imposed or assessed with respect to, measured by, charged against, or attributable to the Assets, or the ownership thereof, or the production, processing, gathering, treatment, transportation, and marketing of Hydrocarbons therefrom or allocable thereto that became due and payable prior to the Closing Date either have been properly paid or, if not paid, are not yet delinquent.

(i)     Seller has not incurred any liability, contingent or otherwise, for any brokers' or finders' fees relating to the transactions contemplated by this Agreement for which Buyer shall have any responsibility whatsoever.

(j)     Seller is acquiring the Shares solely for its own account and not as nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities Laws of the United States of America or any state thereof, without prejudice, however, to Seller's right at all times to sell or otherwise dispose of all or any part of such Shares pursuant to a registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act, subject to the terms of this Agreement.

(k)     Seller is knowledgeable, sophisticated and experienced in business and financial matters.

(l)     Seller has previously invested in securities similar to the Shares and fully understands the limitations on transfer and the restrictions on sales of such securities.

(m)     Seller is able to bear the economic risk of its investment in the Shares and is currently able to afford the complete loss of such investment.

(n)     Seller is an institutional "accredited investor" as defined in Regulation D promulgated under the Securities Act.

(o)     Seller understands that:

(p)     Seller further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

(q)     Seller has had access to all information that it believes is necessary, sufficient, or appropriate in connection with its acceptance of the Shares as the Consideration; has been afforded an opportunity to ask questions concerning the terms and conditions of the issuance of the Shares; has had all such questions answered to its satisfaction; has been supplied all additional information as it has requested; and has made an independent decision to accept the Shares as the Consideration based on the information concerning the business and financial condition of Buyer, and other information available to it, which it has determined is adequate for that purpose.

(r)     Seller acknowledges that, to the extent applicable, each certificate evidencing the Shares shall be endorsed with the legend substantially in the form set forth in Schedule 2.3, as well as any additional legend imposed or required by applicable state securities Laws.

(s)     Seller acknowledges that prior to entering into this Agreement, it was advised by Persons deemed appropriate by Seller concerning this Agreement and the transactions contemplated hereby, and conducted its own due diligence investigation and made its own investment decision with respect to such transaction. Seller is not relying on any statements, representations, or warranties made by Buyer, or any of its Affiliates, whether in writing or orally, other than the express representations and warranties of Buyer in this Agreement.

(t)     Seller understands and acknowledges that: (i) the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as represented herein by Seller; (ii) its representations and warranties contained herein are being relied upon by Buyer as a basis for exemption of the sale of the Shares under the Securities Act, under the securities Laws of all applicable states and for other purposes; (iii) the issuance of the Shares pursuant to this Agreement will not be registered under the Securities Act on the ground that the transaction provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act; and (iv) no state or federal agency has made any finding or determination as to the fairness of the terms of the issuance of the Shares or any recommendation or endorsement thereof.

(u)     The principal executive office of Seller in which its investment decision was made is located at the address of Seller as forth set forth in Section 6.5.

(a)     Buyer is a corporation duly organized and validly existing under the Laws of the State of Nevada. Buyer has all requisite power and authority to own and operate its property and to carry on its business as now conducted.

(b)     Buyer has full capacity, power, and authority to enter into and perform this Agreement, the Conveyance, and the transactions contemplated herein. The execution, delivery, and performance by Buyer of this Agreement and the Conveyance have been duly and validly authorized and approved by all necessary corporate action of Buyer. This Agreement and the Conveyance are, or upon their execution and delivery will be, the valid and binding obligations of Buyer and enforceable against Buyer in accordance with their terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, and similar Laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)     The execution, delivery, and performance by Buyer of this Agreement and the Conveyance and the consummation of the transactions contemplated herein and therein will not (i) conflict with or result in a breach of any provision of the organizational documents of Buyer, (ii) result in a default or the creation of any Lien or give rise to any right of termination, cancellation, or acceleration under any of the terms of any note, bond, mortgage, indenture, license, or other agreement to which Buyer is a party or by which Buyer or any of its property may be bound, which default might have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement, or (iii) violate any order, writ, injunction, judgment, decree, or Law applicable to Buyer or its property, which violation might have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement.

(d)     There is no Claim by any Person or Governmental Authority (including, without limitation, expropriation or forfeiture proceedings), and no legal, administrative, or arbitration proceeding pending or, to Buyer's Knowledge, threatened against Buyer, or to which Buyer is a party, that reasonably may be expected to have a material adverse effect upon the ability of Buyer to consummate the transactions contemplated in this Agreement.

(e)     No authorization, consent, approval, exemption, franchise, permit, or license of, or filing with, any Governmental Authority or any other Person is required to authorize, or is otherwise required in connection with, the valid execution and delivery by Buyer of this Agreement or the performance by Buyer of its obligations hereunder and thereunder.

(f)     Buyer has not incurred any liability, contingent or otherwise, for brokers' or finders' fees relating to the transactions contemplated by this Agreement for which Seller shall have any responsibility whatsoever.

(a)     After the Closing Date and following the occurrence of Payout with respect to each well drilled and completed on the Assets or Mainland's interests in and to the oil and gas leases and lands described on Schedule 4.2(a) ("Schedule 4.2(a) Leases"), Seller shall be entitled to receive from Buyer an assignment, by recordable instrument of conveyance containing a special warranty of title and otherwise in form and substance mutually acceptable to Seller and Buyer, of an undivided five percent (5%) reversionary, or "back-in," leasehold interest (the "Reversionary Interest") in and to each such well, its wellbore, and its Allocated Acreage (proportionately reduced to Buyer's undivided leasehold interest in the Lease(s) or the Schedule 4.2(a) Leases on which the relevant well is located). Each Reversionary Interest thus conveyed to Seller hereunder will expressly be made subject to the terms of the 2009 Operating Agreement.

(b)     For purposes of this Agreement, "Payout" means the point in time when Buyer shall have received, from its proportionate share of the proceeds from the sale of Hydrocarbon production from each well drilled on the Leases or the Schedule 4.2(a) Leases (after deducting all applicable royalties, overriding royalties, production payments, net profits interests, and similar burdens on or payable out of Buyer's leasehold interest in each such well and all Property-Related Taxes paid by Buyer with respect to such Hydrocarbon production), an amount equal to one hundred percent (100%) of all costs and expenses incurred by Buyer in connection with the drilling, testing, hydraulic fracturing or other formation stimulation, completion and equipping for production, reworking, deepening, sidetracking, plugging-back, and operation of such well prior to such point in time.

(a)     Upon the discovery by a Party entitled to indemnification under any provision of this Agreement (the "Indemnified Party") of facts believed to entitle such Party to indemnification hereunder, including the receipt by any such Party of notice of a Claim from any third Person, the Indemnified Party shall give reasonably prompt written notice of any such Claim to the Party from whom indemnity is sought hereunder (the "Indemnified Party"). Each such notice shall set forth the facts known to the Indemnified Party pertaining to the relevant Claim and shall specify the manner in which the Indemnified Party proposes to respond to such Claim.

(b)     Within ten (10) days after the receipt by the Indemnifying Party of such notice, the Indemnifying Party shall state in writing to the Indemnified Party: (i) whether the Indemnified Party may proceed to respond to the Claim in the manner set forth in its notice, or (ii) whether the Indemnifying Party shall assume responsibility for and conduct the negotiation, defense, or settlement of the Claim, and if so, the specific manner in which the Indemnifying Party proposes to proceed. If the Indemnifying Party assumes control of the Claim, the Indemnified Party shall at all times have the right to participate in the defense thereof and to be represented, at its sole expense, by counsel selected by it. No such Claim shall be compromised or settled by either the Indemnifying Party or the Indemnified Party, as applicable, in any manner that admits liability on the part of the other Party or that might otherwise adversely affect the interest of such other Party without the prior written consent of such other Party, which consent will not be unreasonably withheld or delayed. As a condition precedent to indemnification under this Agreement, the Indemnified Party shall assign to the Indemnifying Party, and the Indemnifying Party shall become subrogated to, all rights and Claims, up to the amount of indemnification, of the Indemnified Party against third Persons arising out of or pertaining to the matters for which the Indemnifying Party shall provide indemnification. The amount of the Indemnified Party's claim for indemnification shall be reduced by the amount of any insurance reimbursement paid to the Indemnified Party pertaining to the Claim.