d093021dex101

Exhibit 10.1

Execution Version

PURCHASE AND SALE AGREEMENT

dated as of

September 20, 2021

by and between

SHELL ENTERPRISES LLC

(as Seller)

and

CONOCOPHILLIPS COMPANY

(as Buyer)

Exhibit 10.1

TABLE

OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATION ........................................................ 1

Section 1.1

Defined Terms ....................................................................................................... 1

Section 1.2

References and Rules of Construction

................................................................... 1

ARTICLE 2 PURCHASE AND SALE ......................................................................................

Section 2.1

Purchase and Sale .................................................................................................. 2

Section 2.2

Effective Time; Proration of Revenues

.................................................................. 2

Section 2.3

Procedures

.............................................................................................................. 3

Section 2.4

Purchase Price

........................................................................................................ 4

Section 2.5

Adjustments to the Base Purchase Price

................................................................ 4

Section 2.6

Indebtedness Free................................................................................................... 5

Section 2.7

Deposit

................................................................................................................... 5

Section 2.8

Withholding ........................................................................................................... 5

ARTICLE 3 REPRESENTATIONS

AND WARRANTIES

OF SELLER ............................ 6

Section 3.1

Generally

................................................................................................................ 6

Section 3.2

Existence and Qualification

................................................................................... 6

Section 3.3

Organizational Power............................................................................................. 6

Section 3.4

Authorization and Enforceability

........................................................................... 7

Section 3.5

No Conflicts

........................................................................................................... 7

Section 3.6

Liability for Brokers’ Fees

..................................................................................... 8

Section 3.7

Litigation

................................................................................................................ 8

Section 3.8

Taxes ......................................................................................................................

Section 3.9

Capital Commitments and Expenditures ............................................................. 11

Section 3.10

Compliance with Laws ........................................................................................ 11

Section 3.11

Material Contracts

................................................................................................ 11

Section 3.12

Payments for Production and Imbalances

............................................................ 13

Section 3.13

Consents and Preferential Rights

......................................................................... 13

Section 3.14

Non-Consent Operations; Payout Status

.............................................................. 14

Section 3.15

Environmental Matters......................................................................................... 14

Section 3.16

Suspense Funds

.................................................................................................... 15

Section 3.17

Bankruptcy

........................................................................................................... 15

Section 3.18

Ownership Structure and Interests

....................................................................... 15

Section 3.19

Wells .................................................................................................................... 15

Section 3.20

Special Warranty of Title .....................................................................................

Section 3.21

Permits .................................................................................................................

Section 3.22

Royalties .............................................................................................................. 17

Section 3.23

Bonds, Letters of Credit and Guarantees

............................................................. 17

Section 3.24

Indebtedness

......................................................................................................... 17

Section 3.25

Condemnation

...................................................................................................... 17

Section 3.26

Powers of Attorney; Bank Accounts.................................................................... 17

Section 3.27

Anti-Corruption; Trade Controls ......................................................................... 17

Section 3.28

Leases

................................................................................................................... 18

Section 3.29

Employment Matters

............................................................................................ 18

Exhibit 10.1

Section 3.30

Operatorship

......................................................................................................... 18

Section 3.31

Intellectual Property

............................................................................................. 18

Section 3.32

Certain Disclaimers

.............................................................................................. 18

ARTICLE 4 REPRESENTATIONS

AND WARRANTIES

OF BUYER

............................ 21

Section 4.1

Generally

.............................................................................................................. 21

Section 4.2

Existence and Qualification

................................................................................. 21

Section 4.3

Organizational Power........................................................................................... 21

Section 4.4

Authorization and Enforceability

......................................................................... 21

Section 4.5

No Conflicts

......................................................................................................... 22

Section 4.6

Liability for Brokers’ Fees

................................................................................... 22

Section 4.7

Litigation

.............................................................................................................. 22

Section 4.8

Financing.............................................................................................................. 22

Section 4.9

Investment Intent ................................................................................................. 22

Section 4.10

Independent Evaluation ....................................................................................... 22

Section 4.11

Consents, Approvals or Waivers.......................................................................... 23

Section 4.12

Bankruptcy

........................................................................................................... 23

Section 4.13

Anti-Corruption; Trade Controls. ........................................................................ 23

ARTICLE 5 COVENANTS OF THE PARTIES .................................................................... 23

Section 5.1

Access. .................................................................................................................

Section 5.2

Government Reviews

........................................................................................... 25

Section 5.3

Public Announcements; Confidentiality

.............................................................. 26

Section 5.4

Operation of Business

.......................................................................................... 27

Section 5.5

Amendment to Schedules .................................................................................... 30

Section 5.6

Further Assurances............................................................................................... 31

Section 5.7

Related Party Contracts........................................................................................ 31

Section 5.8

Conduct of Buyer

................................................................................................. 31

Section 5.9

Employee Matters

................................................................................................ 31

Section 5.10

Bonds, Letters of Credit and Guarantees

............................................................. 31

Section 5.11

Transition Services Agreement

............................................................................ 31

Section 5.12

Use of Name ........................................................................................................ 31

Section 5.13

Records. ............................................................................................................... 32

Section 5.14

Insurance

.............................................................................................................. 32

Section 5.15

Anti-Bribery and Corruption................................................................................ 33

Section 5.16

Required Consents ...............................................................................................

Section 5.17

Defense of Retained Litigation

............................................................................ 36

Section 5.18

Seller Parent Guaranty

......................................................................................... 36

Section 5.19

Reorganization

..................................................................................................... 36

Section 5.20

Name Change and Reorganization....................................................................... 37

Section 5.21

Notice to Third Persons ....................................................................................... 37

Section 5.22

Seismic Data ........................................................................................................

Section 5.23

Supplemental Information ................................................................................... 38

Section 5.24

Operational Technology....................................................................................... 38

ARTICLE 6 CONDITIONS TO CLOSING ........................................................................... 38

Exhibit 10.1

iii

Section 6.1

Seller’s Conditions to Closing .............................................................................

Section 6.2

Buyer’s Conditions to Closing

............................................................................. 39

ARTICLE 7 CLOSING

............................................................................................................. 40

Section 7.1

Time and Place of Closing

................................................................................... 40

Section 7.2

Obligations of Seller at Closing

........................................................................... 40

Section 7.3

Obligations of Buyer at Closing .......................................................................... 41

Section 7.4

Closing Payment and Post-Closing Purchase Price Adjustments

........................ 42

ARTICLE 8 TERMINATION

.................................................................................................. 43

Section 8.1

Termination

.......................................................................................................... 43

Section 8.2

Effect of Termination

........................................................................................... 43

ARTICLE 9 INDEMNIFICATION ......................................................................................... 45

Section 9.1

Indemnification

.................................................................................................... 45

Section 9.2

Indemnity Actions

................................................................................................ 48

Section 9.3

Limitation on Actions ..........................................................................................

ARTICLE 10 TAX

MATTERS ................................................................................................

Section 10.1

Tax Allocations; Tax

Returns

.............................................................................. 52

Section 10.2

Tax Refunds .........................................................................................................

Section 10.3

Tax Cooperation................................................................................................... 54

Section 10.4

Characterization of Certain Payments ................................................................. 54

Section 10.5

Transfer Taxes ..................................................................................................... 55

Section 10.6

Termination of Tax

Agreements

.......................................................................... 55

Section 10.7

Purchase Price Allocation

.................................................................................... 55

Section 10.8

Amended Returns................................................................................................. 55

ARTICLE 11

MISCELLANEOUS

.......................................................................................... 56

Section 11.1

Counterparts

......................................................................................................... 56

Section 11.2

Notice

................................................................................................................... 56

Section 11.3

Newco Transaction Expenses ..............................................................................

Section 11.4

Governing Law ....................................................................................................

Section 11.5

Waivers ................................................................................................................ 58

Section 11.6

Assignment .......................................................................................................... 58

Section 11.7

Entire Agreement

................................................................................................. 58

Section 11.8

Amendment

.......................................................................................................... 58

Section 11.9

No Third Party Beneficiaries ...............................................................................

Section 11.10

Construction

......................................................................................................... 58

Section 11.11

Limitation on Damages

........................................................................................ 59

Section 11.12

Conspicuous

......................................................................................................... 59

Section 11.13

Affiliate Liability .................................................................................................

Section 11.14

Time of Essence

................................................................................................... 60

Section 11.15

Severability ..........................................................................................................

Section 11.16

Specific Performance

........................................................................................... 60

Exhibit 10.1

APPENDICES:

Appendix A

Definitions

EXHIBITS:

Exhibit A

Form of Assignment Agreement

Exhibit B

Allocated Values

Exhibit C

Transition Services Agreement

Exhibit D

Seller Parent Guaranty

SCHEDULES:

Schedule 1.1(a)

Real Property Interests

Schedule 1.1(b)

Wells

Schedule 1.1(c)

Surface Contracts

Schedule 3.1

Seller Knowledge Individuals

Schedule 3.7(a)

Pending Litigation

Schedule 3.7(b)

Pending Actions

Schedule 3.8

Taxes

Schedule 3.9

Capital Commitments

Schedule 3.11(a)

Material Contracts

Schedule 3.12

Imbalances

Schedule 3.13

Required Consents

Schedule 3.14

Non-Consent Operations; Payout Status

Schedule 3.15

Environmental Matters

Schedule 3.16

Suspense Funds

Schedule 3.19

Wells

Schedule 3.21

Permits

Schedule 3.22

Royalties

Schedule 3.23

Bonds, Letters of Credit, and Guaranties

Schedule 3.24

Permitted Indebtedness

Schedule 3.28

Leases

Schedule 4.1

Buyer Knowledge Individuals

Schedule 5.4

Operation of Business

Schedule 5.7

Allocated Related Party Contracts

Schedule 5.9(a)

Employee Matters

Schedule 5.9(b)

Personal Data

Schedule 5.17

Retained Litigation

Schedule 5.23

Supplemental Information

Schedule A-1

Previously-Divested Properties

Exhibit 10.1

- 1 -

PURCHASE AND SALE AGREEMENT

This

Purchase

and

Sale

Agreement

(as

may

amended,

restated,

supplemented

otherwise modified from

time to time,

this “Agreement”) is

dated as of

September 20, 2021

(the

“Execution Date”), by and between

Shell Enterprises LLC, a Delaware

limited liability company

(“Seller”), on the

one part,

and ConocoPhillips

Company,

a Delaware

corporation (“Buyer”),

the other

part. Seller

and

Buyer are

sometimes referred

to herein

individually

as a

“Party”

and,

collectively, as the “Parties.”

RECITALS:

WHEREAS,

SWEPI

LP,

Delaware

limited

partnership

(“SWEPI”),

owns

the

Assets,

which are located in the Permian Basin in western Texas;

WHEREAS, Seller

will complete

the Reorganization

whereby,

after effecting

a statutory

merger,

(a) Seller will

own 100 percent

of the membership

interests in Non-Permian

Newco, (b)

Non-Permian Newco

will own

100 percent

of the

membership interests

in Newco

(the “Subject

Interests”) and (c) the Assets will be owned by Newco; and

WHEREAS, the Parties desire that, at the

Closing, Seller shall cause Non-Permian Newco

sell

and

transfer

Buyer,

and

Buyer

shall

purchase

from

Non-Permian

Newco,

the

Subject

Interests, upon the terms, and subject to the conditions, set forth herein.

NOW,

THEREFORE,

consideration

the

premises

and

the

mutual

promises,

representations, warranties, covenants, conditions and agreements contained herein, and for other

valuable consideration, the receipt

and sufficiency of which are

hereby acknowledged, the Parties,

intending to be legally bound by the terms hereof, agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Section 1.1

Defined

Terms.

addition

the

terms

defined

the

Preamble

and

the

Recitals

this

Agreement,

for

purposes

hereof,

the

capitalized

terms

used

herein

and

not

otherwise defined shall have the

meanings set forth in Appendix

A. A defined term has

its defined

meaning

throughout

this

Agreement

regardless

whether

appears

before

after

the

place

where it is defined, and its other grammatical forms have corresponding meanings.

Section 1.2

References and Rules of

Construction. All references in

this Agreement to

Exhibits, Schedules, Appendices,

Articles, Sections,

subsections, clauses, and

other subdivisions

refer

the

corresponding

Exhibits,

Schedules,

Appendices,

Articles,

Sections,

subsections,

clauses, and other

subdivisions of or

to this Agreement

unless expressly provided

otherwise. Titles

appearing at

the beginning

of any

Exhibits, Schedules,

Appendices, Articles,

Sections, subsections,

clauses, and other subdivisions of this Agreement are for convenience only,

do not constitute any

part of this Agreement, and shall be disregarded in construing the language hereof. All references

to “$” shall

be deemed

references to

Dollars. Each

accounting term not

defined herein will

have

the meaning given

to it

under GAAP as

interpreted as

of the Execution

Date, and, as

applicable,

as consistently applied in the oil and gas

industry. Unless the context requires otherwise, the word

“or” is not

exclusive. As used

herein, the word

(a) “day” means

calendar day; (b)

“extent” in the

Exhibit 10.1

- 2 -

phrase “to

the extent”

shall mean

the degree

to which

a subject

or other

thing extends,

and such

phrase

shall

not

mean

simply

“if”;

(c)

“this

Agreement,”

“herein,”

“hereby,”

“hereunder,”

and

“hereof,” and words of

similar import, refer to this

Agreement as a whole

and not to any

particular

Article,

Section,

subsection,

clause,

other

subdivision

unless

expressly

limited;

(d)

“this

Article,” “this Section,” “this subsection,”

“this clause,” and words

of similar import, refer

only to

the Article, Section, subsection, and clause hereof

in which such words occur; and (e)

“including”

(in

its

various

forms)

means

including

without

limitation.

Pronouns

masculine,

feminine,

neuter genders

shall

construed to

state

and

include

any

other

gender,

and

words,

terms,

and

titles (including terms defined herein) in the singular form shall be construed to include the plural

and vice

versa, unless

the context

otherwise requires.

Appendices, Exhibits,

and Schedules

referred

to herein are attached

to this Agreement and

by this reference incorporated

herein for all purposes.

Reference herein

to any

federal, state,

local, or

foreign Law

shall be

deemed to

also refer

to all

rules and regulations

promulgated thereunder, unless the context

requires otherwise, and

shall also

be deemed

to refer

to such

Laws as

in effect

as of

the Execution

Date or

as hereafter

amended.

Examples are not

to be

construed to

limit, expressly

or by implication,

the matter they

illustrate.

References to a specific time shall refer to prevailing Central Time,

unless otherwise indicated. If

any period of

days referred to

in this Agreement

shall end on a

day that is not

a Business Day, then

the expiration of such period

shall be automatically extended until

the end of the first

succeeding

Business

Day.

Except

otherwise

specifically

provided

this

Agreement,

any

agreement,

instrument, or writing defined or referred to herein means such agreement, instrument, or writing,

as from time to time amended, supplemented, or modified prior to the Execution Date.

ARTICLE 2

PURCHASE AND SALE

Section 2.1

Purchase

and

Sale.

the

Closing,

upon

the

terms

and

subject

the

conditions

this

Agreement,

Seller

agrees

cause

Non-Permian

Newco

sell,

transfer,

and

convey the Subject Interests to Buyer, free and clear of any Encumbrances (other than restrictions

on transfer

that may be

imposed by state

or federal securities

Laws), and Buyer

agrees to purchase,

accept, and pay for the Subject Interests.

Section 2.2

Effective Time; Proration of Revenues.

(a)

Newco

shall

entitled

(i) all

production

Hydrocarbons

from

attributable to the Properties after 7:00 a.m.,

Central Time, on July 1, 2021 (the “Effective Time”)

and all products and proceeds attributable thereto and (ii) all other income, proceeds, receipts and

credits earned with respect to the Assets after the Effective Time, and Newco shall be responsible

for, and entitled

to any refunds with respect

to, all Property Costs

incurred and attributable to the

period

after

the

Effective

Time

and

all

Asset

Taxes

apportioned

Buyer

pursuant

Section

10.1(a).

(b)

Seller

shall

entitled

(i) all

production

Hydrocarbons

from

attributable

the

Properties

prior

and

the

Effective

Time

and

all

products

and

proceeds

attributable thereto and (ii) all other income, proceeds,

receipts and credits earned with respect

the Assets

prior to

and at

the Effective

Time,

and Seller

shall be

responsible for,

and entitled

any refunds with respect to, all Property Costs

incurred and attributable to the period prior

to and

at the Effective Time and all Asset Taxes

apportioned to Seller pursuant to Section 10.1(a).

Exhibit 10.1

- 3 -

(c)

Should Buyer or any of its Affiliates receive after the Closing any amounts

to which Seller

is entitled under Section

2.2(b), Buyer shall, and

shall cause its

relevant Affiliate

to, fully disclose,

account for and

promptly remit the

same to Seller.

If, after the

Closing, Seller

or any of

its Affiliates receives any

amount to which Newco

is entitled under Section

2.2(a), Seller

shall, and shall

cause its

relevant Affiliate

to, fully

disclose, account for,

and promptly

remit the

same to Buyer.

(d)

Should

Buyer

any

its

Affiliates

pay

after

the

Closing

any

Property

Costs or

Asset Taxes

for which Seller

is responsible under

Section 2.2(b), Seller

shall reimburse

Buyer or its

relevant Affiliate promptly

after receipt from such

party of an invoice,

accompanied

copies

the

relevant

vendor

other

invoice

and

proof

payment,

with

respect

such

Property Costs

or Asset

Taxes.

Should

Seller or

any of

its

Affiliates

pay

after the

Closing

any

Property Costs or Asset Taxes

for which Newco is responsible

under Section 2.2(a), Buyer shall,

or shall cause Newco

to, reimburse Seller or its relevant

Affiliate promptly after receipt from such

party of

an invoice,

accompanied by

copies of

the relevant

vendor or

other invoice

and proof

payment, with respect to such Property Costs or Asset Taxes.

(e)

Notwithstanding the

foregoing, Seller

shall have

no further

entitlement to

amounts earned

from the

sale of

Hydrocarbons produced

from or

attributable

to the

Assets and

other income

earned

with respect

to the

Assets

and

no further

responsibility

for Property

Costs

incurred with respect to the Assets following the final determination and payment

of the Purchase

Price in accordance with Section 7.4.

(f)

Right-of-way

fees,

insurance premiums

and

other

Property

Costs

that

are

paid periodically

shall be

prorated based

on the

number of

days in

the applicable

period falling

before, and the number of days in

the applicable period falling on or

after, the day of the Effective

Time.

Asset Taxes shall be apportioned as set forth in Section 10.1(a).

(g)

Settlement between

Buyer and

Seller of

receipts and

disbursements under

Section 2.2(c) and

Section 2.2(d) shall

be made no

less frequently than

monthly on or

before the

day of the month following the month of such receipt or disbursement.

Section 2.3

Procedures.

(a)

For purposes of allocating production and accounts receivable with respect

thereto under Section 2.2, (i) liquid Hydrocarbons shall be deemed to be “from

or attributable to”

the Properties when they

pass through the

inlet flange of the

pipeline connecting into

the storage

facilities into which they are run or, if there are no such storage facilities, when they pass through

the lease automatic

custody transfer meters

or similar meters

at the point

of entry into

the pipelines

through which they are transported from the field and (ii) gaseous Hydrocarbons shall

be deemed

to be “from

or attributable to”

the Properties when

they pass through

the custody transfer

meters

on the

pipelines through

which they

are transported

(or whichever

meter

is closest

to the

well).

Seller shall

utilize reasonable

interpolative procedures

to arrive

at an

allocation of

production when

exact

meter

readings

gauging

and

strapping

data

not

available.

The

terms

“earned”

and

“incurred” shall be interpreted

in accordance with

GAAP and Council of

Petroleum Accountants

Society

(“COPAS”)

standards,

and

expenditures

that

are

incurred

pursuant

operating

agreement, unit agreement

or similar agreement shall

be deemed incurred when

expended by the

Exhibit 10.1

- 4 -

operator

the

applicable

Property

accordance

with

allowed

under

the

applicable

joint

operating agreement.

(b)

Seller shall be entitled to

handle all joint interest audits

and other audits of

Property Costs

covering the

period for

which Seller

is in

whole or

in part

responsible under

Section

2.2;

provided

however

that Seller shall not agree to any adjustments to previously assessed costs

for which

Buyer or

Newco is

liable, or

any compromise

of any

audit claims

to which

Buyer or

Newco would

be entitled

or that

may otherwise

materially and

adversely affect

Newco, without

the prior written consent of

Buyer, which consent shall not be unreasonably

withheld, conditioned

or delayed. Each Party shall provide the

other Party with a copy of all

applicable audit reports and

written audit agreements received by such Party or its

Affiliates and relating to periods for which

such other Party is partially responsible.

Section 2.4

Purchase Price. The

total consideration

to be paid

for the Subject

Interests

shall be

comprised of

cash in

the amount

of $9,500,000,000

(the “Base

Purchase Price”

and, as

adjusted pursuant to this Agreement, the “Purchase Price”).

Section 2.5

Adjustments

the

Base

Purchase

Price.

All

adjustments

the

Base

Purchase Price shall

be made (x) in accordance

with the terms of

this Agreement and, to

the extent

not

inconsistent

with

this

Agreement,

accordance

with

GAAP

and

COPAS

standards,

applicable, as consistently applied in

the oil and gas industry and

(y) in the case of all matters

set

forth in Section 2.5(a) and Section 2.5(b), only with respect to adjustments

identified on or before

the 180

day after the Closing (the

“Cut-off Date”).

Each adjustment to the

Base Purchase Price

described in

Section

2.5(a)

and

Section

2.5(b)

shall

allocated to

the

Assets

affected

such

adjustment.

Without limiting the foregoing, the Base Purchase Price shall be adjusted as follows,

with the adjustments to such Base Purchase Price resulting in the “Purchase Price”:

(a)

The

Base

Purchase

Price

shall

adjusted

upward

the

following

amounts, without duplication:

(i)

an amount equal to all

Property Costs attributable to

the ownership

and operation

of the

Assets or

the production

of Hydrocarbons

therefrom that

are

incurred

after

the

Effective

Time

Asset

Taxes

for

which

Buyer

responsible

pursuant to Section 10.1(a) but

that have been paid by

Seller or any of its

Affiliates

(other

than

Newco),

consistent

with

Section

2.2(a)

and

Section

2.2(b),

but

excluding any amounts

previously reimbursed to

Seller or any

such Affiliate

by a

Third Party or pursuant to Section 2.2(d);

(ii)

an amount equal to all proceeds to

which Seller is entitled pursuant

to Section 2.2(b), to the

extent that such proceeds have

been received by Buyer or

any of its

Affiliates, and

not remitted or

paid to Seller

or any of

its Affiliates

(net

any

Royalties

paid

Buyer

its

Affiliates

Third

Parties,

gathering,

processing

and

transportation

costs

and

any

Hydrocarbon

production,

severance,

sales or excise Taxes

not reimbursed to Buyer

or its Affiliates

by the purchaser of

Hydrocarbon production); and

Exhibit 10.1

- 5 -

(iii)

any

other

amount

provided

for

elsewhere

this

Agreement

otherwise

agreed

upon

writing

the

Parties

upward

adjustment

the

Base Purchase Price.

(b)

The

Base

Purchase

Price

shall

adjusted

downward

the

following

amounts, without duplication:

(i)

an amount equal to all

Property Costs attributable to

the ownership

and operation

of the

Assets or

the production

of Hydrocarbons

therefrom that

are

incurred

prior

and

the

Effective

Time

Asset

Taxes

for

which

Seller

responsible pursuant to Section 10.1(a) but that have been paid by Buyer or any of

its Affiliates, as is consistent with Section 2.2(a) and Section 2.2(b),

but excluding

any

amounts

previously

reimbursed

Buyer

its

relevant

Affiliate

Third

Party or pursuant to Section 2.2(d);

(ii)

an amount equal

to all proceeds

to which Newco

is entitled pursuant

to Section 2.2(a),

to the

extent that such

amounts have

been received

by Seller

any of

its Affiliates

and not

remitted or

paid to

Newco (net of

any Royalties

paid

by Seller or its Affiliates to Third Parties,

gathering, processing and transportation

costs

and

any

Hydrocarbon

production,

severance,

sales

excise

Taxes

not

reimbursed to Seller or its Affiliates by the purchaser of Hydrocarbon production);

(iii)

the amount of

funds in suspense

listed on Schedule

3.16 that are

still

in suspense on the Closing Date; and

(iv)

any

other

amount

provided

for

elsewhere

this

Agreement

otherwise agreed

upon in

writing by

the Parties

as a

downward adjustment

to the

Base Purchase Price.

Section 2.6

Indebtedness Free.

At the

Closing, Newco

will not

be responsible

for any

obligations to repay Indebtedness.

Section 2.7

Deposit.

later

than

5:00

p.m.

Central

Time

September

21,

2021,

Buyer

shall

pay

Shell

E&P

Investments

LLC,

immediately

available

funds

wire

transfer

account

designated

Seller,

amount

equal

five

percent

(5%)

the

Base

Purchase

Price

(the

“Deposit”).

the

event

that

the

Deposit

not

paid

Shell

E&P

Investments LLC within

the required time

period, in addition

to any other

remedy available

at Law

or in equity, Seller shall have the

right to terminate this Agreement

pursuant to Section 8.1(b), and

any

rights

remedies

Seller

may

have

under

this

Agreement

relation

such

breach

shall

survive such termination. The Deposit

shall be distributed in accordance

with the terms of Section

8.2(b) or Section 8.2(c), as applicable.

Section 2.8

Withholding.

Buyer

and

its

Affiliates

(and

any

Person

acting

their

behalf)

shall

entitled

deduct

and

withhold

from

any

consideration

otherwise

payable

deliverable to Non-Permian Newco

such amounts as may

be required to be

deducted or withheld

therefrom

pursuant

applicable

Law.

the

applicable

withholding

agent

intends

withhold

from any

amounts payable

Non-Permian Newco

(other than

with

respect to

any

withholding

relating

failure

Seller

deliver

Buyer,

prior

the

Closing,

the

deliverable

Exhibit 10.1

- 6 -

contemplated

Section

7.2(b)),

the

applicable

withholding

agent

shall

use

commercially

reasonable

efforts

provide

prior

notice

such

withholding

Seller

soon

reasonably

practicable after

determines withholding

is required

and to

reasonably

cooperate to

reduce or

eliminate

such

withholding

the

extent

permissible

under

applicable

Law.

the

extent

such

amounts are

so deducted

or withheld

and remitted

to the

appropriate Governmental

Authority, such

amounts shall be

treated for

all purposes

of this Agreement

as having been

paid to the

Person to

whom such amounts would otherwise have been paid absent such deduction or withholding.

ARTICLE 3

REPRESENTATIONS

AND WARRANTIES

OF SELLER

Section 3.1

Generally.

(a)

Any representation

or warranty qualified

by the

“Knowledge of Seller”

“to Seller’s Knowledge”

or with any

similar knowledge qualification is

limited to matters

within

the Knowledge of the individuals listed in Schedule 3.1.

(b)

Subject to the disclaimers and waivers contained

in and the other terms and

conditions of this

Agreement, and the exceptions

and matters set forth

on the Schedules attached

to this Agreement, Seller represents and warrants

to Buyer the matters set forth in this Article

3 as

of the Execution Date (except for the representations and warranties that

refer to a specified date,

which will be deemed made as of such date).

(c)

The

disclosure

any

matter

any

Schedule

representation

and

warranty

Seller

set

forth

this

Article

shall

deemed

disclosure

for

all

representations

and

warranties

respect

which

evident

such

matter

relates,

but

shall

expressly not be deemed to

constitute an admission by Seller

to otherwise imply that such

matter

is material for the purposes of this Agreement.

Section 3.2

Existence and Qualification.

(a)

Seller is a limited liability

company duly organized, validly existing, and

good standing under the Laws

of the State of Delaware

and is duly qualified to

do business in all

jurisdictions

which

its

ownership

property

conduct

business

requires

Seller

qualified except where

the failure to

be so qualified

or licensed or in

good standing, individually

or in the aggregate, has not been and would not reasonably be expected to be material to Seller.

(b)

As of the Closing, following the Merger,

each of Non-Permian Newco and

Newco will be a

limited liability company duly

organized, validly existing,

and in good standing

under the Laws of the

State of Texas

and will be duly

qualified to do business

in all jurisdictions

in which its ownership of property or conduct of

business requires it to be qualified, except where

the failure

to be

so qualified

or licensed

or in

good standing,

individually or

in the

aggregate, would

not reasonably be expected to be material to it.

Section 3.3

Organizational

Power.

Seller

has

all

requisite

limited

liability

company

power to enter into

and perform this

Agreement and each Transaction

Document to which

Seller

is or will be a

party and to consummate the

transactions contemplated by this Agreement

and such

other documentation

for all

services provided,

or sales,

leases, purchases

made,

without

charging

remitting

sales,

use,

value

added,

similar

Taxes

that

qualify

such

sales,

leases, purchases, or services as exempt from sales, use, value added, and similar Taxes.

(q)

The

consummation

the

transactions

contemplated

this

Agreement

(whether alone or in combination with a subsequent event) will

not result in the loss of deduction

to Buyer or Newco under Section 280G of the Code.

(r)

Notwithstanding

anything

the

contrary

this

Agreement,

(i)

the

representations

and

warranties

this

Section

3.8

and

Section

3.29

(to

the

extent

relating

Taxes)

are

the

only

representations

and

warranties

this

Agreement

with

respect

the

Tax

matters of SWEPI and Newco, and (ii) Seller makes no representation or warranty with respect to

the existence,

availability,

amount, usability

or limitations

(or lack

thereof) of

any net

operating

loss, net operating loss carryforward, capital loss, capital loss carryforward,

basis amount or other

Exhibit 10.1

- 11 -

Tax

attribute of

Newco after

the Closing

Date, except

for the

representations and

warranties set

forth

Section

3.8(j)

and

Section

3.8(q),

and

(iii)

Buyer

acknowledges

and

agrees

that

Buyer

cannot

rely

Seller’s

methodologies

for

the

determination

and

reporting

Taxes

that

were

utilized for

any Tax

period (or portion

thereof) beginning

prior to the

Closing Date for

purposes

of calculating

and reporting

Taxes

attributable to

any Tax

period (or

portion thereof)

beginning

after the Closing Date.

Section 3.9

Capital

Commitments

and

Expenditures.

Except

set

forth

Schedule 3.9, as of the Effective

Time, with respect

to the Assets, there are

no outstanding AFEs

other

commitments

conduct

any

operations

expend

any

amount

money

with

respect to

the Assets

which are

binding on

SWEPI that

could reasonably

be expected

to require

expenditures in excess of $2,500,000, individually or in the aggregate, net to SWEPI’s interest.

Section 3.10

Compliance with Laws. With

respect to its ownership

and operation of the

Assets, SWEPI

is (and,

as of

the Closing

Date, Newco

will

be) in

material compliance

with all

applicable Laws

and, to

Seller’s

Knowledge, no

Third Party

operator is

in material

violation

any applicable

Laws with

respect to

the Assets.

As of

the Execution

Date, SWEPI

has not

received,

and

Seller’s

Knowledge,

Third

Party

operator

any

the

Assets

has

received,

written

notice of any material

violation in any

respect of any applicable

Law relating to

its ownership or

operation

the

Assets.

the

Execution

Date,

SWEPI

has

not

received,

and,

Seller’s

Knowledge,

Third

Party

operator

any

the

Assets

has

received,

written

notice

that

under investigation

by any

Governmental Authority

for potential

non-compliance with

any Law

relating to

its ownership

or operation

of the

Assets in

a material

respect. This

Section 3.10

does

not include any

matters with respect

to Environmental Laws,

which are exclusively

addressed in

Section 3.15, or Taxes, which are exclusively addressed in Section 3.8

and in Section 3.29 (to the

extent relating to Taxes).

Section 3.11

Material Contracts.

(a)

Schedule 3.11(a) sets

forth all

Contracts as

of the

Execution Date

of the

type

described below to

which SWEPI is

a party or

by which SWEPI

or any of

the Assets are

bound,

in each case, that will be binding on Newco after Closing in accordance with

Section 5.19(b), but

excluding, in each case,

(x) those Contracts that are

cancelable without penalty on 30

days’ or less

prior

written

notice

and

(y)

any

Contract

which

Third

Party

operator

the

Assets

(but

SWEPI is not) a party

and by which SWEPI and any

of the Assets are bound (for

the avoidance of

doubt, for purposes of

this Section 3.11,

Newco will be deemed

to be bound after

Closing to any

Contract subject

to a Required

Consent that SWEPI

retains as a

Retained Asset pursuant

to Section

5.16(c)) (the “Material Contracts”):

(i)

any

Contract

(excluding

customary

joint

operating

agreements

substantially

the

form

the

AAPL

promulgated

joint

operating

agreement

forms) that can reasonably be expected to result in

aggregate payments by SWEPI

before Closing

or Newco

after Closing

of more

than $2,500,000

(net to

SWEPI’s

(or, as of the consummation

of the Merger, Newco’s) interest) during the current

any

subsequent

calendar

year

(based

solely

the

terms

thereof

and

current

volumes, without regard to any expected increase in volumes or revenues);

Exhibit 10.1

- 12 -

(ii)

any Contract that can

reasonably be expected to

result in aggregate

revenues to

SWEPI before

Closing or

Newco after

Closing of

more than

$2,500,000

during

the

current

any

subsequent

calendar

year

(based

solely

the

terms

thereof and

current volumes,

without regard

to any

expected increase

in volumes

or revenues);

(iii)

any

Hydrocarbon

water

(produced

fresh)

purchase

and

sale,

acreage

dedication,

volume

commitment,

storage,

marketing,

transportation,

processing, gathering, treatment,

separation, compression,

balancing, fractionation,

disposal,

handling,

similar

Contract

with

respect

Hydrocarbons

water

(produced or fresh)

produced from or attributable

to SWEPI’s interest in the Assets

that is

not terminable

without penalty

or other

payment upon

60 days’

or less

notice;

(iv)

any indenture, mortgage, deed of trust, loan, credit or

note purchase

agreements, or sale-leaseback agreements, guaranties, bonds

(other than operator’s

bonds

required

the

Railroad

Commission

Texas

any

other

applicable

regulatory governmental

authority), letters

of credit,

or similar

financial agreements

or other agreements or instruments governing Indebtedness affecting the Assets

that will affect Newco at Closing;

(v)

any

Contract

that

constitutes

lease

under

which

SWEPI

the

lessor

the

lessee

real

personal

property

which

lease

(A)

cannot

terminated by

SWEPI without

penalty or

other payment

upon 60

days’ or

less notice

and (B) involves an annual base rental of more than $2,500,000;

(vi)

any

farmout

farmin

agreement,

participation

agreement,

exploration

agreement,

development

agreement,

joint

operating

agreement,

unit

agreement, or purchase and sale agreement, or other Contract

that provides for the

purchase,

exchange,

farmin,

earning

SWEPI

any

oil

and

gas

lease

mineral rights, other than

customary joint operating agreements

substantially in the

form of the AAPL promulgated joint operating agreement forms;

(vii)

any agreement

regarding any

partnership, Tax

partnership, or

joint

venture, or regarding

any option, put or

call, or right

of first refusal

triggered by the

transactions

contemplated

this

Agreement,

with

respect

the

Assets

the

Subject Interests;

(viii)

any

Contract

that

(A)

contains

constitutes

existing

area

mutual

interest

agreement,

(B)

includes

non-competition

non-solicitation

restrictions or

other similar

restrictions on

SWEPI’s doing business,

or (C)

involves

the

settlement,

waiver,

release

any

material

rights

SWEPI

the

counterparty;

(ix)

any Contract to sell, lease, exchange,

transfer, or otherwise

dispose

all

any

part

the

Assets

(other

than

with

respect

production

Hydrocarbons

the

ordinary

course)

from

and

after

the

Effective

Time,

but

Exhibit 10.1

- 13 -

excluding

rights

reassignment

upon

intent

abandon

release

Well

Lease;

(x)

any Contract

under which

SWEPI has

the right

to be

“carried” by

another Person (i.e.,

have another Person

pay its share

of costs and expenses)

or the

obligation

“carry” another

Person

(i.e.,

pay

the

costs

and

expenses

another

Person)

with

respect

to,

connection

with,

the

ownership,

operation,

development of the Properties or

any other assets or

properties (or future assets

properties);

(xi)

any Related Party Contract set forth on Schedule 5.7;

and

(xii)

any agreement the primary purpose of which is the

indemnification

of another Person.

(b)

The Material

Contracts are

in full

force and

effect as

to SWEPI

(as of

the

Execution Date) and

Newco (as of

the Closing Date)

and, to Seller’s Knowledge,

are binding upon

the counterparties

thereto

in accordance

with their

terms. SWEPI

is not

(and, as

of the

Closing

Date, Newco will

not be) in material

breach or default

under any Material

Contract, and to

Seller’s

Knowledge,

other

Person

that

party

thereto

material

breach

default

under

any

Material Contract.

Seller’s Knowledge,

no event

has occurred,

which after

notice or

lapse of

time, or both,

would constitute a

material default under any

Material Contract. No

written notice

of default

or breach

has been

received or

delivered by

SWEPI under

any Material

Contract, the

resolution

which

outstanding

the

Execution

Date,

and

there

are

current

notices

received by SWEPI

or Newco of

the exercise of

any premature termination,

price redetermination,

market-out, or curtailment of any such Material Contract. Prior to the Execution Date, and except

to the extent not permitted due to confidentiality obligations, true,

complete, and correct copies of

all

Material

Contracts

have

been

made

available

Buyer,

including

all

amendments

modifications thereto.

Section 3.12

Payments for

Production and

Imbalances. As

of the

Execution Date,

SWEPI

not

(and,

the

Closing

Date,

Newco

will

not

be)

obligated

virtue

any

take-or-pay

payment, advance payment,

or other similar

payment (other than

Royalties reflected in

the Leases)

to deliver Hydrocarbons, or proceeds from

the sale thereof, attributable to SWEPI’s

(or, as of

the

consummation

the

Merger,

Newco’s)

interest

the

Properties

some

future

time

without

receiving payment therefor

at or after

the time of

delivery.

Except as set

forth on

Schedule 3.12,

there are no material Imbalances attributable to the Properties.

Section 3.13

Consents and Preferential Rights. Except as set forth on Schedule 3.13 (the

“Required

Consents”),

and

subject

compliance

with

the

HSR

Act,

(a)

none

the

Subject

Interests, the Assets or any portion of

any of the foregoing, is subject

to any Consents, except for

Customary Post-Closing Consents,

and (b)

there are no

Consents required

to be obtained,

provided

or submitted by SWEPI in connection with the

sale of the Subject Interests by Seller

to Buyer, the

Reorganization,

the

execution,

delivery

and

performance

this

Agreement

the

other

Transaction Documents, or the consummation of

the transactions contemplated hereby

or thereby.

None of the

Subject Interests, the

Assets or any

portion of

any of the

foregoing is

subject to any

Exhibit 10.1

- 14 -

Preferential Rights

or tag-along rights,

drag-along rights

or similar

rights that may

be applicable

to the transactions contemplated by this Agreement.

Section 3.14

Non-Consent

Operations;

Payout

Status.

Except

set

forth

Schedule 3.14,

prior

the

Closing

Date,

SWEPI

has

not

(and,

the

Closing

Date,

neither

Newco nor SWEPI will have, except as approved by

Buyer pursuant to Section 5.4) elected not to

participate in any operation or activity proposed with

respect to the Properties that could result in

any of SWEPI’s

(or, as of

the consummation of the

Merger, Newco’s)

interest in such Properties

becoming subject

to a

penalty or

forfeiture as

a result

of such

election not

to participate

in such

operation or activity. To

Seller’s Knowledge, Schedule 3.14 contains a complete and accurate list

of the status

of any payout

balances, as of

the date set

forth on such

Schedule, for each

Property

that

subject

reversion

other

adjustment

any

level

cost

recovery

payout

Hydrocarbon production from

or attributable to

such Property (or

passage of

time or other

event

other than termination

of an Property

by its

terms), as of

the dates

shown on

such schedule with

respect to each Property.

Section 3.15

Environmental Matters. Except as set forth on Schedule 3.15:

(a)

Neither SWEPI nor Newco has

entered into, or is subject

to, any agreement

with,

consent,

order,

injunction,

decree

judgment

of,

any

Governmental

Authority

issued

pursuant to Environmental Laws

that requires any Remediation

of or with respect

to, or relating to

the ownership or operation

of, any of the

Assets, that imposes material

obligations or liability

SWEPI or Newco,

or that would

reasonably be expected

to be material

to SWEPI, Newco

or the

ownership, operation, exploration or development of any of the Assets.

(b)

There is no material action, suit,

or proceeding by any Third

Party pending,

or to the Knowledge of Seller,

threatened in writing, in connection with

the ownership, operation

or use of the Assets arising under Environmental Laws.

(c)

To Seller’s Knowledge, there is

no outstanding investigation

or information

request

made

writing

claims

other

pending

actions

initiated

Governmental

Authority related

to Environmental

Laws with

respect to

the Assets

and any

act or

omission by

SWEPI or

Newco.

Seller’s Knowledge,

there is

no outstanding

investigation or

information

request

made

writing

by,

claims

other

actions

initiated

by,

Governmental

Authority

related to

Environmental

Laws

with

respect to

the

Assets

and

the

act

omission

any

Third

Party.

(d)

As of the Execution Date, neither SWEPI (nor, to

Seller’s Knowledge, any

Third

Party

operator

the

Assets)

has

received

written

notice

that

remains

unresolved

any

condition

with

respect

any

Asset,

including

notice

liability

with

respect

off-site

transportation,

storage,

treatment,

recycling

disposal

Hazardous

Substances,

that,

true,

would constitute

a material

violation of,

require material

Remediation after

the Closing

Date, or

give rise to material obligations

or liability under,

any Environmental Laws or the

environmental

provisions of any of the Leases or Contracts, in each case, by either SWEPI or Newco.

(e)

Seller’s

Knowledge, as

of the

Execution Date,

SWEPI has

(and, as

the Closing Date,

Newco will have)

all material Permits

required under Environmental

Laws for

Exhibit 10.1

- 15 -

the ownership

or operation of

the Assets, and

all such Permits

are in

full force and

effect, including

the timely filing of any renewal applications.

(f)

To Seller’s Knowledge, during

SWEPI’s and Newco’s period of

ownership,

the

Assets

have

been

owned

and

operated

SWEPI

and

Newco

compliance

all

material

respects

with

all

applicable

Environmental

Laws

and

the

terms

any

Permits

issued

pursuant

thereto

and

with

the

environmental

provisions

the

Leases

and

Contracts,

except

for

prior

instances of non-compliance that have been fully and finally resolved.

(g)

Seller’s

Knowledge,

except

would

not

constitute

Seller

Material

Adverse Effect, no Environmental Condition exists with respect to the Assets or to the operations

of SWEPI or Newco with respect to the Assets.

(h)

Prior

the

Execution

Date,

Seller

has

provided

Buyer

with

all

material

written

environmental

assessments,

reports

and

audits

and

written

notices

from

Governmental

Authorities

relating

Environmental

Laws

its

possession

under

its

control

the

Execution Date relating to the Assets.

Notwithstanding

anything

the

contrary

herein,

with

respect

Assets

that

are

operated

Person other

than SWEPI

or Newco,

the representations

and warranties

set forth

in this

Section

3.15 are limited to the Knowledge of Seller.

The representations and warranties set forth in this Section

3.15 and in Section 3.19 represent the

sole and exclusive representations and warranties of Seller with respect to environmental matters,

including SWEPI’s and Newco’s

compliance with Environmental Laws.

Section 3.16

Suspense Funds. As

of September 10,

2021 and as

of the date

that is three

(3) days

prior to

the Closing

Date, to

Seller’s

Knowledge, except

as set

forth

Schedule 3.16

(which Schedule 3.16 shall be

updated by Seller,

on or prior to Closing,

to reflect any changes to

such Schedule

3.16 as

of the

date that

is three

(3) days

prior to

Closing), neither

SWEPI nor Newco

holds any Third Party funds

in suspense with respect to

production of Hydrocarbons from

any of

the Assets other

than amounts

less than the

statutory minimum amount

that SWEPI or

Newco is

permitted to accumulate prior to payment.

Section 3.17

Bankruptcy.

There

are

bankruptcy,

insolvency,

reorganization,

receivership

similar

proceedings

pending

against,

being

contemplated

or,

Seller’s

Knowledge, threatened against Seller or any Affiliate of Seller (including Newco).

Section 3.18

Ownership Structure and

Interests.

Following the Merger,

there will be

Interests in Newco other

than the Subject Interests, and

Non-Permian Newco will own,

of record

and beneficially,

100 percent

of the

Subject Interests

free and

clear of

any Encumbrance,

and at

the Closing,

Buyer will

obtain good

and valid

title to

the Subject

Interests free

and clear

of any

Encumbrance. Seller is

not, and at

the Closing Seller and

Non-Permian Newco will

not be, party

to any voting

trust or other

agreement or understanding with

respect to the

voting, transfer or other

disposition of the Subject Interests. The rights

and privileges of the Subject Interests will be

as set

forth in Newco’s Organizational Documents.

Section 3.19

Wells.

Except as set forth on Schedule 3.19:

Exhibit 10.1

- 16 -

(a)

all Wells

have been drilled and completed at

legal locations and within the

limits permitted by all applicable Leases, Contracts, and/or pooling or unit agreements;

(b)

no Well is subject to penalties

on allowables because

of any overproduction

or any other violation of Laws;

(c)

(i) neither SWEPI nor Newco has received

any written notices or demands

from Governmental Authorities or other Third Parties to plug or abandon any Wells

and (ii) there

are no Wells

(a) that SWEPI or Newco as operator is currently obligated

(directly or indirectly as

a working

interest owner)

by Law

or Contract

to plug

or abandon

that have

not been

plugged and/or

abandoned,

applicable,

accordance

all

material

respects

with

all

applicable

Laws

and

Contracts, as

applicable, (b)

to the

Knowledge of

Seller,

that a

Third Party

operator is

currently

obligated (directly or indirectly as a working

interest owner) by Law, Lease or Contract to plug or

abandon that have not

been plugged and/or abandoned,

as applicable, in accordance

in all material

respects with all applicable Laws, Leases and Contracts, as applicable, (c) that have been plugged

or abandoned by Seller or its Affiliates (including Newco)

(or to Seller’s Knowledge by any other

Person) in a manner that does not comply

in all material respects with all applicable Laws,

Leases

and Contracts, and (d) that are currently

subject to exceptions to a requirement to plug or

abandon

issued by a Governmental Authority;

provided

however

that any extension for the period

to plug

and abandon any Well

resulting from the

filing of Form W-3C

with the Railroad

Commission of

Texas shall not constitute such an exception;

(d)

As of the Execution Date, SWEPI has (and, as of the Closing Date, Newco

will

have)

(i)

title

the

Equipment

free

and

clear

Encumbrances,

other

than

Permitted

Encumbrances, or

(ii) with

respect to

rented Equipment,

a good

and valid

leasehold interest

in such

Equipment;

provided

however

, that, with

respect to Assets

that are operated

by a Person

other than Seller

its Affiliates

(including Newco),

the representations

and warranties set

forth in

this Section

3.19

are limited to the Knowledge of Seller.

Section 3.20

Special Warranty

of Title.

Subject to

the Permitted

Encumbrances, Seller

warrants that (a) the Leases

and Wells are free and clear of any

Encumbrance made by, through or

under

SWEPI,

Newco,

any

their

respective

Affiliates

prior

the

Closing

Date,

but

not

otherwise

(provided,

any

such

Encumbrance

would

also

result

breach

any

other

representation

and

warranty

Seller

set

forth

this

Article

(without

giving

effect

the

indemnity

limitations

set

forth

Article

9),

Buyer

shall

precluded

from

asserting

such

Encumbrance as a breach of this Section 3.20(a)), and (b) none of SWEPI, Newco, or any of their

respective Affiliates have

conveyed any

Leases or

Wells prior to the

Execution Date

or the

Closing

Date to anyone outside of

Newco;

provided, however

, that any Buyer claim

for indemnification or

defense

pursuant

Section

9.1(b)(ii)

for

Damages

Proceedings,

applicable,

caused

by,

related to, arising out of, or resulting from any breach of this Section 3.20 shall be limited to such

Damages or

Proceedings,

applicable, caused

by,

relating

to,

arising

out of,

resulting

from

Third Person Claims.

Section 3.21

Permits.

Except

set

forth

Schedule

3.21,

the

Execution

Date,

SWEPI has (and,

as of

the Closing

Date, Newco will

have) all, and,

to the

Knowledge of Seller,

Exhibit 10.1

- 17 -

each Third Party operator has

all, material Permits required to permit

the ownership and operation

the

Assets

presently

owned

and

operated

SWEPI

such

Third

Party

operator,

applicable, and each is

in full force and effect and

has been duly and

validly issued. The execution

and

delivery

this

Agreement

and

the

consummation

the

transactions

contemplated hereby

will

not

result

any

revocation,

cancellation,

suspension

modification

any

such

Permit.

There is no outstanding violation in

any material respect of any

of the Permits by either

SWEPI or

Newco and, to

the Knowledge of

Seller, there

is no outstanding

violation in any

material respect

of any of the Permits by any Third Party

operator of the Assets. Section 3.21 does not include any

matters with respect to Environmental

Laws, which are exclusively

addressed in Section 3.15,

Taxes,

which are

exclusively addressed in

Section 3.8

and in Section

3.29 (to

the extent

relating

to Taxes).

Section 3.22

Royalties. Except as set

forth on Schedule 3.22

and for such items

that are

being held

in suspense

as permitted

pursuant to

applicable Law,

each of

SWEPI and

Newco has

timely

paid

all

material

respects

all

Royalties

due

SWEPI

Newco,

applicable,

with

respect to the Assets.

Section 3.23

Bonds, Letters of Credit and

Guarantees. As of the Execution

Date, SWEPI

has all

bonds, letters

credit, guarantees,

and other

similar security

arrangements necessary

own the Assets

and, with respect

to all Assets

operated by any

Third Party,

to the Knowledge

Seller,

such

Third

Party

has

all

bonds,

letters

credit,

guarantees,

and

other

similar

security

arrangements

necessary

operate

such

operated

Assets.

Such

arrangements

are

set

forth

Schedule 3.23.

Section 3.24

Indebtedness.

Except as set forth on Schedule 3.24, as of the Closing Date,

(a) Newco

will not

have any

Indebtedness, and

(b) no

Asset will

be burdened

by any

Encumbrances

for Indebtedness created by Seller or its Affiliates (including Newco).

Section 3.25

Condemnation.

There

pending

or,

the

Knowledge

Seller,

threatened in

writing,

taking

(whether permanent,

temporary,

whole,

partial)

any

material

part of the Assets by reason of condemnation or the threat of condemnation.

Section 3.26

Powers of

Attorney; Bank

Accounts. Newco

will not

have any

(a) powers

attorney

comparable

delegations

authority

outstanding

(b) accounts

safe-deposit

boxes with

any banks,

trust companies,

savings and

loan associations

or other

financial institutions.

Section 3.27

Anti-Corruption; Trade Controls.

(a)

With respect to Seller,

Newco, the Subject Interests and the Assets, neither

Seller, Newco

nor their

respective officers

and directors

nor, to their

Knowledge, any

Person acting

on behalf of

them (i) has

violated Anti-Corruption Laws

or Trade Control Laws,

(ii) is a

Restricted

Party,

(iii)

whether

directly

indirectly,

has

made,

offered,

authorized

accepted

any

payment, gift, promise, or

other advantage, to or for

the use or benefit

of any Government Official

any

other

Person

where

that

payment,

gift,

promise,

other

advantage

would

comprise

facilitation payment or

otherwise violate the

Anti-Corruption Laws or

any other applicable

Law,

or that would cause Buyer to be in breach of any Anti-Corruption Laws.

Exhibit 10.1

- 18 -

(b)

Seller maintains

(i) adequate

written policies

and procedures

to comply

with

Anti-Corruption Laws and

Trade Control Laws and (ii)

adequate internal controls, including

using

reasonable efforts to ensure

that all transactions are accurately recorded

and reported in its books

and

records

reflect

truly

the

activities

which

they

pertain,

such

the

purpose

each

transaction, with whom it was entered into, for whom it was undertaken, or what was exchanged.

Section 3.28

Leases.

Except as set forth

on Schedule 3.22, SWEPI

is not (and, as

of the

Closing

Date, Newco

will

not be)

in material

breach of

any

terms

and condition

of the

Leases.

Schedule 3.28 contains a true,

correct, and complete list of

all Leases that (a) are

currently held by

payment

shut-in

royalties,

reworking

operations,

any

substitute

for

production

paying

quantities,

any

other

means

other

than

production

paying

quantities,

and

(b)

will

expire,

terminate, or otherwise be materially

impaired absent actions by or

on behalf of SWEPI or

Newco

(other than continued production

in paying quantities) on

or before a date

that is 180 days after

the

Closing Date.

Section 3.29

Employment

Matters.

Newco

does

not

employ,

and

has

never

employed,

any individual as

an employee. Newco

does not

sponsor or

contribute to,

or have any

obligation

to contribute to, and has never sponsored or contributed to, or had any obligation to contribute to,

any Benefit

Plan. There

does not

now exist,

nor do

any circumstances

exist that

could result

in,

any Controlled Group Liability of Seller, Newco or any ERISA Affiliate that could reasonably be

expected to be a liability of the Buyer or its Affiliates (including Newco) following the Closing.

Section 3.30

Operatorship. As

the

Execution Date,

SWEPI

has not

received

written

notice pursuant to

and in accordance

with the terms of

any operating agreement with

respect to the

Assets under which SWEPI is currently designated as the operator

or, to the Knowledge of Seller,

any other notice with respect to any pending vote to remove SWEPI or

any of its Affiliates as the

named “operator” of any of the Assets

for which SWEPI or such Affiliate

is currently designated

as “operator.”

With

respect to

those swaps

of Assets

that SWEPI

operates that

are contemplated

and set forth on Schedule 3.11(a) or Schedule 5.4, Buyer acknowledges that operatorship

for such

Assets may change pursuant

to and upon

the consummation of such

swaps, and any such

change

in operatorship shall not constitute a breach of this Section 3.30.

Section 3.31

Intellectual

Property.

Neither

SWEPI

nor

Newco

own

any

Intellectual

Property relating

to the

Assets. None

of Seller

or its

Affiliates (including

Newco) has

interfered

with,

infringed

upon,

misappropriated,

violated

any

material

Intellectual

Property

Rights

Third Parties in

any material respect,

and none of

Seller or its

Affiliates (including

Newco) have

received

any

written

notice

asserting

that

the

conduct

SWEPI’s

Newco’s

operations

with

respect

the

Assets

materially

infringes

upon

materially

violates

any

Intellectual

Property

Rights of any Person.

Section 3.32

Certain Disclaimers.

(a)

EXCEPT AS AND

TO THE EXTENT EXPRESSLY REPRESENTED

AND

WARRANTED

OTHERWISE

THIS

ARTICLE

THE

ASSIGNMENT

AGREEMENT,

THE

CERTIFICATE

SELLER

DELIVERED

THE

CLOSING

PURSUANT

SECTION

7.2(c)

ANY

ASSIGNMENT

SELLER

DELIVERS

NEWCO

PURSUANT

SECTION

5.16(c),

SELLER

EXPRESSLY

Exhibit 10.1

- 19 -

DISCLAIMS,

AND

BUYER

WAIVES

ANY

REPRESENTATION

WARRANTY,

EXPRESS,

STATUTORY

IMPLIED,

THIS

ANY

OTHER

INSTRUMENT,

AGREEMENT

CONTRACT

DELIVERED

HEREUNDER

CONNECTION

WITH

THE

TRANSACTIONS

CONTEMPLATED

HEREUNDER

THEREUNDER,

INCLUDING ANY

REPRESENTATION

OR WARRANTY, ORAL OR WRITTEN, AS

(I)

TITLE

ANY

THE

SUBJECT

INTERESTS

THE

ASSETS,

(II)

THE

CONTENTS,

CHARACTER

NATURE

ANY

DESCRIPTIVE

MEMORANDUM,

ANY

REPORT

ANY

PETROLEUM

ENGINEERING

CONSULTANT

ANY

GEOLOGICAL, SEISMIC

DATA,

RESERVE

DATA,

RESERVE

REPORTS,

RESERVE

INFORMATION (ANY ANALYSIS OR INTERPRETATION THEREOF) RELATING TO

THE

ASSETS,

(III)

THE

QUANTITY,

QUALITY

RECOVERABILITY

HYDROCARBONS

FROM

THE

ASSETS,

(IV)

THE

EXISTENCE

ANY

PROSPECT, RECOMPLETION, INFILL OR STEP-OUT

DRILLING OPPORTUNITIES,

(V)

ANY

ESTIMATES

THE

VALUE

THE

SUBJECT

INTERESTS

THE

ASSETS

FUTURE

REVENUES

GENERATED

SWEPI

THE

ASSETS,

(VI)

THE

PRODUCTION

PETROLEUM

SUBSTANCES

FROM

THE

ASSETS,

WHETHER PRODUCTION HAS

BEEN CONTINUOUS OR

IN PAYING

QUANTITIES,

OR ANY PRODUCTION

OR DECLINE

RATES,

(VII) THE MAINTENANCE,

REPAIR,

CONDITION,

QUALITY,

SUITABILITY,

DESIGN

MARKETABILITY

THE

ASSETS, (VIII)

INFRINGEMENT OF

ANY INTELLECTUAL

PROPERTY RIGHT,

(IX)

ANY

OTHER

RECORD,

FILES

MATERIALS

INFORMATION

(INCLUDING

THE

ACCURACY,

COMPLETENESS

CONTENTS

THE

RECORDS) THAT MAY

HAVE

BEEN MADE AVAILABLE

OR COMMUNICATED TO

BUYER

ITS

AFFILIATES,

ITS

THEIR

EMPLOYEES,

AGENTS,

CONSULTANTS,

REPRESENTATIVES

OR ADVISORS IN CONNECTION WITH

THE

TRANSACTIONS

CONTEMPLATED

THIS

AGREEMENT

OR ANY

DISCUSSION

PRESENTATION

RELATING

THERETO

(INCLUDING

ANY

ITEMS

PROVIDED

CONNECTION

WITH

SECTION

5.1);

AND

EXCEPT

AND

THE

EXTENT

EXPRESSLY REPRESENTED AND WARRANTED

OTHERWISE IN THIS ARTICLE 3,

THE

ASSIGNMENT

AGREEMENT,

THE

CERTIFICATE

SELLER

DELIVERED

THE

CLOSING

PURSUANT

SECTION

7.2(c)

ANY

ASSIGNMENT

SELLER

DELIVERS

NEWCO

PURSUANT

SECTION

5.16(c),

SELLER

FURTHER

DISCLAIMS,

AND

BUYER

WAIVES,

ANY

REPRESENTATION

OR WARRANTY,

EXPRESS,

STATUTORY

OR IMPLIED,

OF MERCHANTABILITY,

FITNESS

FOR

PARTICULAR

PURPOSE

CONFORMITY

MODELS

SAMPLES

MATERIALS

ANY

EQUIPMENT,

BEING

EXPRESSLY

UNDERSTOOD AND

AGREED BY

THE PARTIES

HERETO THAT

EXCEPT AS

AND

TO THE EXTENT EXPRESSLY REPRESENTED AND WARRANTED

OTHERWISE IN

THIS

ARTICLE

THE

ASSIGNMENT

AGREEMENT,

THE

CERTIFICATE

SELLER TO BE DELIVERED

THE CLOSING PURSUANT TO

SECTION 7.2(c) OR

ANY

ASSIGNMENT

SELLER

DELIVERS

NEWCO

PURSUANT

SECTION

5.16(c),

AND

WITHOUT

LIMITATIONS

THE

RIGHTS

AND

OBLIGATIONS

ARTICLE

THE

ASSETS

ARE

BEING

TRANSFERRED

“

IS,

WHERE

,”

WITH

ALL FAULTS

AND DEFECTS, AND THAT,

AS OF CLOSING, BUYER HAS MADE OR

CAUSED TO BE MADE SUCH INSPECTIONS AS BUYER DEEMS APPROPRIATE.

Exhibit 10.1

- 20 -

(b)

EXCEPT AS AND TO THE

EXTENT EXPRESSLY

SET FORTH IN

THIS AGREEMENT, SELLER SHALL NOT

HAVE

ANY LIABILITY IN

CONNECTION

WITH

AND

HAS

NOT

AND

WILL

NOT

MAKE

(AND

HEREBY

DISCLAIMS)

ANY

REPRESENTATION

WARRANTY

REGARDING

ANY

MATTER

CIRCUMSTANCE

RELATING

ENVIRONMENTAL

LAWS,

ENVIRONMENTAL

CONDITIONS,

ENVIRONMENTAL

LIABILITIES,

THE

RELEASE

HAZARDOUS

SUBSTANCES,

HYDROCARBONS

NORM

INTO

THE

ENVIRONMENT

THE

PROTECTION

HUMAN

HEALTH,

SAFETY,

NATURAL

RESOURCES

THE

ENVIRONMENT,

ANY

OTHER

ENVIRONMENTAL

CONDITION

THE

ASSETS, AND EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS

AGREEMENT NOTHING IN

THIS AGREEMENT SHALL

BE CONSTRUED AS

SUCH

REPRESENTATION

WARRANTY,

AND

BUYER

SHALL

DEEMED

TAKING

THE

SUBJECT

INTERESTS

AND

ASSETS

“

IS,

WHERE

”

FOR

PURPOSES

THEIR

ENVIRONMENTAL

CONDITION.

BUYER

SHALL

HAVE

INSPECTED,

WAIVED

(AND

UPON

CLOSING

SHALL

DEEMED

HAVE

WAIVED)

ITS

RIGHT

INSPECT,

THE

ASSETS

FOR

ALL

PURPOSES,

AND

SATISFIED ITSELF AS TO

THEIR PHYSICAL

AND ENVIRONMENTAL CONDITION,

BOTH

SURFACE

AND

SUBSURFACE,

INCLUDING

CONDITIONS

SPECIFICALLY

RELATING

THE

PRESENCE,

RELEASE,

DISPOSAL

HAZARDOUS

SUBSTANCES,

SOLID

WASTES,

ASBESTOS,

AND

NORM.

BUYER

RELYING

SOLELY

UPON

THE

TERMS

THIS

AGREEMENT,

EACH

TRANSACTION

DOCUMENT,

AND

ITS

OWN

INSPECTION

THE

ASSETS.

CLOSING,

BUYER HAS MADE ALL

SUCH REVIEWS AND INSPECTIONS

OF THE ASSETS AND

THE

RECORDS

BUYER

HAS

DEEMED

NECESSARY

APPROPRIATE

CONSUMMATE THE TRANSACTION CONTEMPLATED

BY THIS AGREEMENT.

(c)

WITHOUT

LIMITING

SELLER’S

INDEMNITY

AND

DEFENSE

OBLIGATIONS SET

FORTH IN SECTION 9.1(b), BUYER SHALL ASSUME ALL RISK

OF LOSS WITH

RESPECT TO (i) CHANGES

IN COMMODITY OR

PRODUCT PRICES

AND

ANY

OTHER

MARKET

FACTORS

CONDITIONS

FROM

AND

AFTER

CLOSING;

(ii)

PRODUCTION

DECLINES

ANY

ADVERSE

CHANGE

THE

PRODUCTION CHARACTERISTICS

OR DOWNHOLE

CONDITION OF

ANY WELL,

INCLUDING

ANY

WELL

WATERING

OUT,

EXPERIENCING

COLLAPSE

THE

CASING

SAND

INFILTRATION,

FROM

AND

AFTER

CLOSING,

AND

(iii)

DEPRECIATION

ANY

ASSETS

THAT

CONSTITUTE

PERSONAL

PROPERTY

THROUGH ORDINARY WEAR AND TEAR.

(d)

SELLER

AND

BUYER

AGREE

THAT,

THE

EXTENT

REQUIRED

APPLICABLE

LAW

EFFECTIVE

ENFORCEABLE,

THE

DISCLAIMERS

CERTAIN

REPRESENTATIONS

AND

WARRANTIES

CONTAINED

THIS

ARTICLE

AND

THE

REST

THIS

AGREEMENT

ARE

“

CONSPICUOUS

” DISCLAIMERS FOR THE PURPOSE OF ANY APPLICABLE LAW.

(e)

SELLER

EXPRESSLY

DISCLAIMS,

AND

BUYER

WAIVES

ANY

REPRESENTATION

WARRANTY,

ASSURANCE,

EXPRESS,

STATUTORY

IMPLIED, IN THIS

AGREEMENT OR ANY

OTHER INSTRUMENT, AGREEMENT OR

CONTRACT

DELIVERED

HEREUNDER

CONNECTION

WITH

THE

Exhibit 10.1

- 21 -

TRANSACTIONS

CONTEMPLATED

HEREUNDER

THEREUNDER,

ORAL

WRITTEN,

REGARDING

THE

OPERATORSHIP

ANY

PORTION

THE

PROPERTIES.

ARTICLE 4

REPRESENTATIONS

AND WARRANTIES

OF BUYER

Section 4.1

Generally.

(a)

Any representation or

warranty qualified by

the “Knowledge of

Buyer” or

“to Buyer’s Knowledge” or

with any similar knowledge qualification

is limited to matters within

the Knowledge of the individuals listed in Schedule 4.1.

(b)

Buyer represents and warrants

to Seller the matters

set forth in this

Article

4 as of

the Execution Date

(except for the representations

and warranties that refer

to a specified

date, which will be deemed made as of such date).

(c)

The disclosure

of any

matter in any

section of

a Schedule

to a representation

and warranty of

Buyer set

forth in this

Article 4

shall be deemed

to be

a disclosure for

all other

sections in respect of which it is evident

such matter relates, but shall expressly not

be deemed to

constitute an admission by Buyer to otherwise imply

that such matter is material for the purposes

of this Agreement.

Section 4.2

Existence

and

Qualification.

Buyer

entity

duly

organized,

validly

existing, and

in good

standing under

the Laws

of the

jurisdiction of

its organization

and is

duly

qualified to do

business in each

jurisdiction in which

the nature of

its business or

the ownership,

leasing or

operation of

its properties

makes such

qualification or licensing

necessary, except where

the failure to be so

qualified or licensed or in good

standing, individually or in the

aggregate, has

not been and would not reasonably be expected to be material to Buyer.

Section 4.3

Organizational Power. Buyer has the requisite

corporate power to

enter into

and perform this Agreement and

each Transaction Document

to which it is or

will be a party and

consummate

the

transactions

contemplated

this

Agreement

and

such

other

Transaction

Documents except, where the failure to have such power, individually or in the aggregate, has not

been and would not reasonably be expected to be material to Buyer.

Section 4.4

Authorization and

Enforceability. The execution,

delivery, and performance

of this Agreement,

all documents required

to be executed

and delivered by

Buyer at Closing

and

all other Transaction Documents

to which Buyer is or will be

a party,

and the performance of the

transactions

contemplated

hereby

and

thereby,

have

been

duly

and

validly

authorized

all

necessary

corporate

action

the

part

Buyer.

This

Agreement

has

been

duly

executed

and

delivered by Buyer (and all documents required hereunder to be executed and delivered by Buyer

at Closing and

all other

Transaction Documents will be

duly executed and

delivered by Buyer)

and

this

Agreement

constitutes,

and

the

Closing

such

documents

will

constitute,

the

valid

and

binding

obligations

Buyer,

enforceable

accordance

with

their

terms

except

such

enforceability may be limited by

applicable bankruptcy or other similar Laws

affecting the rights

and remedies

of creditors

generally as

well as

by general

principles of

equity (regardless

of whether

such enforceability is considered in a proceeding in equity or at Law).

Exhibit 10.1

- 22 -

Section 4.5

Conflicts.

Subject

compliance

with

the

HSR

Act,

the

execution,

delivery, and performance of this Agreement and the other Transaction Documents by Buyer, and

the

transactions

contemplated

hereby

and

thereby,

will

not

(a)

violate

any

provision

the

Organizational Documents of Buyer, (b) result in a material default (with or without due notice

lapse

time

both)

the

creation

any

lien

encumbrance

give

rise

any

right

termination, cancellation

or acceleration

under any

material note,

bond, mortgage,

indenture, or

other

financing

instrument

which

Buyer

party,

(c)

violate

any

judgment,

order,

writ,

injunction, ruling,

or decree in

any material respect

applicable to Buyer,

or (d) violate

any Laws

in any material respect applicable to Buyer or any of its assets.

Section 4.6

Liability

for

Brokers’

Fees.

None

Seller

its

Affiliates

(including

SWEPI and Non-Permian

Newco) shall directly

or indirectly have

any responsibility,

liability or

expense, as

a result

of undertakings

or agreements

of Buyer

or its

Affiliates, for

brokerage fees,

finder’s fees, agent’s commissions or other similar forms of compensation in connection with this

Agreement or any agreement or transaction contemplated hereby.

Section 4.7

Litigation. There

are no

actions, suits,

or proceedings

against Buyer

pending

with or

before any

Governmental Authority

or arbitrator,

or,

to Buyer’s

Knowledge, threatened

(a) with respect

to or affecting the assets

of Buyer or any

of its Subsidiaries other

than any actions,

suits or proceedings that, individually or in the aggregate, have not had and would not reasonably

be expected to have, a Buyer Material

Adverse Effect, or (b) that would materially impair, hinder,

delay

Buyer’s

ability

perform

its

obligations

under

this

Agreement

any

Transaction

Document.

Section 4.8

Financing.

Buyer

will

have

Closing

sufficient

cash,

available

lines

credit

other

sources

immediately

available

funds

(in

Dollars)

enable

Buyer

pay

the

Purchase Price to Seller at the Closing.

Section 4.9

Investment Intent.

Buyer is an

“accredited investor,” as

such term

is defined

in Regulation D

of the Securities

Act and will

acquire the Subject

Interests for its

own account and

not with

a view

to a

sale or

distribution thereof

in violation

of the

Securities Act,

and any

applicable

state blue sky Laws or any other applicable securities Laws.

Section 4.10

Independent Evaluation.

(a)

Buyer

knowledgeable

the

oil

and

gas

business

and

the

usual

and

customary practices of oil and gas producers, has retained

and taken advice concerning the Assets

and transactions herein from advisors and consultants which

are knowledgeable about the oil and

gas business, and is aware of the risks inherent in the oil and gas business.

(b)

Buyer is

a party

capable of

making such

investigation, inspection,

review

and evaluation of Newco and

the Assets as a prudent purchaser

would deem appropriate under the

circumstances including

with respect

to all

matters

relating to

the Assets,

their value,

operation

and suitability.

(c)

In making

the

decision to

enter into

this

Agreement

and

consummate the

transactions contemplated hereby, Buyer has relied solely on the basis of its own independent due

diligence investigation of Newco and the

Assets and the terms

and conditions of this Agreement,

Exhibit 10.1

- 23 -

and Buyer has not

relied on any

representation or warranty,

express, statutory or

implied, oral or

written,

any

other

statement,

oral

written,

other

than

the

representations

and

warranties

contained in

Article

the

Assignment

Agreement

any

assignment

Seller

delivers

Newco

pursuant to Section 5.16(c) or

confirmed in the certificate

of Seller to be delivered

at the Closing

pursuant to Section 7.2(c).

Section 4.11

Consents, Approvals or Waivers.

Subject to compliance with

the HSR Act

and the matters

set forth in

Section 5.2, the

Buyer’s execution,

delivery,

and performance of

this

Agreement (and the other Transaction Documents to be executed and delivered by Buyer, and the

transactions

contemplated

hereby

and

thereby)

not

and

will

not

subject

any

consent,

approval, or

waiver

from

any

Third

Party

(other

than

any

Governmental

Authority),

except

for

Customary Post-Closing Consents.

Section 4.12

Bankruptcy.

There

are

bankruptcy,

insolvency,

reorganization

receivership proceedings pending against, being contemplated by, or, to the Knowledge of Buyer,

threatened against Buyer or any of its Affiliates.

Section 4.13

Anti-Corruption; Trade Controls.

(a)

Buyer

nor

any

its

officers

and

directors

nor,

their

Knowledge,

any

Person acting on behalf

of them (i) has violated

Anti-Corruption Laws or Trade Control Laws, (ii)

Restricted

Party,

(iii)

whether

directly

indirectly,

has

made,

offered,

authorized

accepted

any

payment,

gift,

promise,

other

advantage,

for

the

use

benefit

any

Government Official

or any

other Person

where that

payment, gift,

promise, or

other advantage

would comprise a facilitation payment

or otherwise violate the

Anti-Corruption Laws or any

other

Applicable Law, or that would cause Seller to be in breach of any Anti-Corruption Laws.

(b)

Buyer

and

its

Affiliates

maintain

(i)

adequate

written

policies

and

procedures

comply

with

Anti-Corruption

Laws

and

Trade

Control

Laws

and

(ii)

adequate

internal controls,

including using

reasonable efforts

to ensure

that all

transactions are

accurately

recorded and reported in its books and records

to reflect truly the activities to

which they pertain,

such

the

purpose

each

transaction,

with

whom

was

entered

into,

for

whom

was

undertaken, or what was exchanged.

ARTICLE 5

COVENANTS OF THE PARTIES

Section 5.1

Access.

(a)

Between the Execution Date

and the Closing Date

(or earlier termination of

this Agreement), Seller will, and will cause its

Affiliates (including Newco) to, give Buyer and its

Representatives reasonable access to the Assets in Seller’s or its

Affiliates’ possession or control,

Seller’s

and its

Affiliates’

personnel knowledgeable

about the

Assets, the

Subject Interests,

and

Newco, and access to and the right

to copy (or electronic copies of),

at Buyer’s sole cost, risk, and

expense, the

books and

records of

Seller, SWEPI and

Newco in

Seller’s or

its Affiliates’

possession

or control (including any

other information in Seller’s

or its Affiliates’

possession or control that

is reasonably

requested by

Buyer), for

the purpose

of conducting

a reasonable

due diligence

review

of the Assets, the Subject Interests, and Newco, except to the extent that Seller may not do so due

Exhibit 10.1

- 24 -

to any obligations to any

Third Party after the

use of commercially reasonable efforts

to have such

obligations waived.

Buyer shall

be entitled

to conduct

a Phase

I Environmental

Site Assessment

of the

Assets

in SWEPI’s

possession or

control and

may conduct

visual inspections

and

record

reviews

relating

the

Assets

SWEPI’s

possession

control,

including

their

condition

and

compliance

with

Environmental

Laws,

provided

that

Buyer

(and

its

Representatives)

shall

not

operate any equipment

or conduct any

invasive testing or

sampling of soil,

groundwater or other

materials (including any testing or sampling for Hazardous

Substances, Hydrocarbons or NORM)

on or with

respect to the

Assets without the

prior written consent

of Seller,

which consent Seller

may grant or deny

in its sole discretion.

Further, Buyer shall provide Seller

with a copy of

Buyer’s

Phase I Environmental Site Assessment.

(b)

Buyer’s

investigation

shall

conducted

manner

that

minimizes

interference with the

operation of

the Assets.

Buyer shall

coordinate its

access rights with

Seller

to reasonably minimize any inconvenience to or interruption of the conduct of business by Seller,

and

Seller

shall

have

the

right

accompany

Buyer

(and

any

Representative

Buyer)

connection with any physical inspection of the Assets.

(c)

Buyer acknowledges

that, pursuant

to its

right of

access to

the Assets,

Buyer

will become privy

to confidential

and other information

of Seller and

its Affiliates

and that such

confidential information (which

includes Buyer’s conclusions with

respect to its

evaluations) shall

be held confidential by Buyer in accordance with the terms of

the Confidentiality Agreement and

Section 5.3(b) and any applicable privacy Laws regarding personal information.

(d)

In connection

with the

rights of

physical access, examination

and inspection

granted to Buyer under

this Section 5.1,

WITHOUT PREJUDICE TO ANY

BUYER CLAIMS

FOR

INDEMNIFICATION

DEFENSE

PURSUANT

SECTION

9.1(b)

(INCLUDING SUCH

CLAIMS RELATED

TO SELLER’S

BREACH OF

SECTION 3.15)

OTHERWISE

UNDER

THIS

AGREEMENT,

BUYER

HEREBY

AGREES

INDEMNIFY

AND

HOLD

HARMLESS,

AND

DEFEND,

SELLER,

ITS

AFFILIATES,

AND

EACH

THEIR

RESPECTIVE

OFFICERS,

DIRECTORS,

EMPLOYEES,

AGENTS, ADVISORS AND

OTHER REPRESENTATIVES

FROM AND

AGAINST (AND

BUYER AGREES

TO WAIVE, AND RELEASE

SUCH PERSONS

FROM AND

AGAINST,

ANY CLAIMS

BUYER MAY

HAVE

AGAINST SUCH

PERSONS FOR)

ANY AND

ALL

DAMAGES OR PROCEEDINGS,

AS APPLICABLE, ATTRIBUTABLE

TO PERSONAL

INJURY,

DEATH

PHYSICAL

PROPERTY

DAMAGE,

ARISING

OUT

OF,

RESULTING

FROM

RELATING

ANY

FIELD

VISIT

OTHER

DUE

DILIGENCE ACTIVITY CONDUCTED BY BUYER WITH RESPECT TO THE ASSETS

ANY

VIOLATION

ANY

THE

FOREGOING

PERSON’S

RULES,

REGULATIONS,

OPERATING

POLICIES

(PROVIDED

THAT

SUCH

RULES,

REGULATIONS OR OPERATING

POLICIES ARE MADE AVAILABLE

TO BUYER IN

ADVANCE

DURING

BUYER’S

DUE

DILIGENCE

EVALUATION),

EVEN

SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY

OR IN PART,

THE

SOLE,

ACTIVE,

PASSIVE,

CONCURRENT,

COMPARATIVE

NEGLIGENCE,

STRICT LIABILITY OR

OTHER FAULT

OR VIOLATION

OF LAW

BY SELLER,

ITS

AFFILIATES,

EACH

THEIR

RESPECTIVE

OFFICERS,

DIRECTORS,

EMPLOYEES, AGENTS, ADVISORS AND OTHER REPRESENTATIVES,

BUT SHALL

EXCLUDE: (i)

LIABILITIES CAUSED

BY THE

GROSS NEGLIGENCE OR

WILLFUL

Exhibit 10.1

- 25 -

MISCONDUCT

THE

APPLICABLE

INDEMNIFIED

PERSON,

(ii)

ANY

ENVIRONMENTAL LIABILITIES DISCOVERED OR UNCOVERED

AS A RESULT OF

SUCH

EXAMINATION

INSPECTION

THE

EXTENT

THE

PHYSICAL

CONDITIONS GIVING RISE

TO ANY SUCH

ENVIRONMENTAL LIABILITIES WERE

NOT EXACERBATED BY SUCH EXAMINATION

OR INSPECTION.

Section 5.2

Government

Reviews.

timely

manner,

the

Parties

shall

(a)

make

all

required

filings,

prepare

all

required

applications

and

conduct

negotiations

with

each

Governmental

Authority

which

such

filings,

applications

negotiations

are

necessary

appropriate

the

consummation

the

transactions

contemplated hereby

and

(b)

provide

such

information as

each may

reasonably request

to make

such filings,

prepare such

applications and

conduct

such

negotiations.

Each

Party

shall

reasonably

cooperate

with

and

use

all

reasonable

efforts

assist

the

other

with

respect

such

filings,

applications,

and

negotiations.

Without

limiting the

foregoing, in

the event

the Parties

determine that

filings by

the Parties

are required

under the HSR Act,

then within ten Business Days following

the execution by Buyer and

Seller of

this Agreement, Buyer and Seller will each prepare

and simultaneously file with the DOJ and the

FTC the notification

and report form

required by

the HSR Act

for the transactions

contemplated

this

Agreement,

and

request

early

termination

the

waiting

period

thereunder.

Buyer

and

Seller agree to

respond promptly to

any inquiries from

the DOJ or

the FTC concerning

such filings

and

comply

all

material

respects

with

the

filing

requirements

the

HSR

Act.

Buyer

and

Seller shall cooperate with each

other and shall promptly furnish all

information to the other Party

that is necessary in connection

with Buyer’s and Seller’s compliance with the

HSR Act;

provided,

however

, that

(i) any

materials concerning

valuation of

the transaction

may be

redacted, and

(ii)

each

the

Parties,

each

deem

advisable

and

necessary,

may

reasonably

designate

any

competitively sensitive material

provided to the

other under

this Section 5.2

as “counsel

only” and,

in such

event, such

material and

the information

contained therein

shall be

given only

to the

outside

legal counsel

the

recipient and

shall not

disclosed by

such

counsel

to non-legal

directors,

officers,

employees

other

advisors

representatives

the

recipient

unless

prior

consent

obtained in

advance from

the source

of the

materials or

its legal

counsel. Buyer

and Seller

shall

keep each other fully advised with respect

to any requests from or communications

with the DOJ

FTC

concerning

such

filings

and

shall

consult

with

each

other

with

respect

all

responses

thereto. Buyer and Seller agree not to participate, or to

permit their Affiliates or representatives to

participate,

any

substantive

meeting

discussion

with

any

Governmental

Authority

connection with

the

transactions

contemplated by

this

Agreement unless

so consults

with the

other Party

in advance

and, to

the extent

not prohibited

by such

Governmental Authority,

gives

the other Party

the opportunity to

attend and participate

duly represented by

its external counsel.

The Parties shall use their reasonable efforts in connection with any HSR Act filing and to secure

any required

approval from

the antitrust

agencies to

consummate the

transactions

contemplated

hereby;

provided,

however,

that

nothing

this

Agreement

shall

require

Buyer

any

its

Affiliates to take any action

to, consent or proffer

to divest, hold separate, or

enter into any license

or similar

agreement with

respect to,

or agree

to restrict

the ownership

or operation

of, any

business

or assets of Buyer,

Newco, Seller, or

any of their respective Affiliates. Notwithstanding

anything

to the

contrary herein,

in no

event shall

Buyer or

any of

its Affiliates

be obligated

to litigate

participate

the

litigation

any

action,

whether

judicial

administrative,

brought

any

Governmental

Authority

appeal

any

order

challenging

seeking

make

illegal,

delaying

materially or

otherwise directly

or indirectly

restraining or

prohibiting the

consummation of

the

Exhibit 10.1

- 26 -

transactions contemplated hereby. All

filing fees incurred in connection with the HSR

Act filings

made pursuant to this Section 5.2 shall be paid by Buyer.

Section 5.3

Public Announcements; Confidentiality.

(a)

From and after the Execution

Date and through the Closing

Date, no Party

shall

make

(or

cause

any

Affiliate

Newco

make)

any

press

release

other

public

announcement, including

any press

release or

other public

announcement through

social media,

regarding the

existence

of this

Agreement, the

contents

hereof or

the transactions

contemplated

hereby

without

the

prior

written

consent

the

other

Party

(collectively,

the

“Public

Announcement Restrictions”), which consent shall

be requested no fewer

than five Business Days

prior to the date on which the relevant press release or other public announcement is desired to be

made.

The

Public

Announcement

Restrictions

shall

not

restrict

disclosures

the

extent

(i)

necessary

for

Party

perform

this

Agreement

(including

disclosures

Governmental

Authorities or Third Parties holding rights of consent or other rights that may be applicable to the

transaction

contemplated

this

Agreement,

reasonably

necessary

provide

notices,

seek

waivers,

amendments

termination

such

rights,

seek

such

consents),

(ii)

required

(upon

advice of counsel) by applicable

securities or other Laws or

regulations or the applicable rules

any

stock

exchange

having

jurisdiction

over

the

Parties

their

respective

Affiliates,

(iii)

consistent with prior press

releases or other public

announcements agreed in writing

by the other

Party

otherwise

made

compliance

with

this

Section

5.3(a)

any

presentation,

communication

plan

strategy

previously

agreed

writing

the

other

Party

(for

the

avoidance of doubt, the Public

Announcement Restrictions shall not (x)

restrict disclosures made

in an earnings release, earnings call,

or other communication with current

or potential investors or

financial analysts

that is

consistent with

any such

press release,

public announcement,

presentation,

communication plan or strategy that is permitted pursuant to subsection (iii) of this Section 5.3(a)

or (y)

restrict Buyer

from communicating

with any

counterparty to

a Lease,

Surface Contract

Contract about any

matter that Buyer

is permitted to disclose

pursuant to this

Section 5.3(a) or

that

is not otherwise

subject to a

Confidentiality Restriction).

In the case

of the disclosures

described

under subsections (i) and

(ii) of this Section 5.3(a),

each Party shall use its

best efforts to consult

with the other

Party regarding the

contents of any

such release or announcement

prior to making

such release or announcement.

(b)

The

Parties

shall

keep

all

information

and

data

relating

(i)

this

Agreement, the

contents hereof,

and the

transactions contemplated

hereby and

(ii) the

Assets, in

each case,

strictly

confidential

(and shall

cause its

Affiliates

keep such

information

and

data

confidential) except

for (i)

disclosures to

Representatives of

the Parties

(

provided

however

, that

such

Representatives

are

first

directed

the

disclosing

Party

treat

such

information

accordance

with

the

terms

this

Agreement

and,

each

case,

the

disclosing

Party

will

responsible for making sure that the Representatives keep such information and

data confidential)

to the extent

required to perform

this Agreement, (ii)

disclosures by Seller

of such information

and

data to its Affiliate or to the employees, officers, directors, members, equity owners or counsel of

Seller or any of its

Affiliates to the

extent necessary for use in

internal operations by Seller

or its

Affiliates

(

provided

however

, that

Seller will

responsible for

making

sure that

such Persons

keep such

information and

data confidential),

and (iii)

information that

is or

becomes known

the public other

than as

a result

of a breach

of this

Agreement (collectively,

the “Confidentiality

Restrictions”).

Exhibit 10.1

- 27 -

(c)

The

Confidentiality

Restrictions

shall

not

restrict

disclosures

that

are

(i)

required

(upon

advice

counsel)

applicable

securities

other

Laws

regulations

the

applicable

rules

any

stock

exchange

having

jurisdiction

over

the

Parties

their

respective

Affiliates;

(ii)

necessary

for

Party

perform

this

Agreement

(including

disclosures

Governmental Authorities

or Third

Parties holding

rights of

consent or

other rights

that may

applicable to the transaction contemplated by this Agreement, as reasonably necessary to

provide

notices,

seek

waivers,

amendments

termination

such

rights,

seek

such

consents);

(iii)

necessary for a Party to enforce its rights under this Agreement or to defend any claim brought or

threatened by any

other Party to

this Agreement, or such

Party’s Affiliates; or (iv) permitted or

not

restricted pursuant to Section 5.3(a). In the case of the disclosures described under subsections (i)

and (ii) of

this Section 5.3(c),

each Party shall

use its commercially

reasonable efforts to

consult

with the other Party

regarding the contents of

any such disclosure prior

to making such disclosure.

(d)

To the

extent that the foregoing provisions of this Section 5.3 conflict with

the provisions

of the

Confidentiality Agreement,

the provisions

of this

Section 5.3

shall prevail

and control to the extent of such

conflict. If Closing should occur,

the Confidentiality Agreement

shall terminate as

of the Closing

and the Confidentiality

Restrictions set forth

in this

Section 5.3

shall terminate as to Buyer and its Affiliates (including Newco) at Closing.

Section 5.4

Operation

Business.

Except

(i)

for

the

operations

set

forth

Schedule 3.9 or Schedule

5.4, (ii) as required

in the event of

an emergency to protect life,

property

or the environment, (iii) as

may be required by

Law,

(iv) as permitted or otherwise

contemplated

by this Agreement, or (v) as otherwise approved in writing by Buyer, which approval shall not be

unreasonably

withheld,

conditioned,

delayed

and

without

limiting

any

disclaimer

expressly

made by Seller

in this Agreement,

from the Execution Date

until the Closing

Date, Seller shall

and

shall cause SWEPI and Newco (following the Merger) to:

(a)

conduct

its

business,

accordance

with

its

ordinary

course

business,

consistent with past

practice, and

subject to interruptions

resulting from

force majeure,

mechanical

breakdown or planned maintenance,

and conduct its

business related to the

Assets in compliance

with the Leases, Contracts and all applicable Laws;

(b)

not resign

SWEPI’s

or Newco’s,

as the

case may

be, position

as operator

with respect to any of the Assets, or abandon any of the Assets, other than as required pursuant to

the terms of any agreement or as required by applicable Law;

(c)

except

for

(i)

those

capital

expenditures

SWEPI

provided

for

the

capital expenditure budget

set forth on

Schedule 5.4, and

(ii) capital expenditures

to repair damage

resulting

from

insured

casualty

events

required

emergency

basis

for

the

safety

individuals,

assets

the

environment,

not

authorize,

propose,

commit

any

operation

reasonably anticipated by Seller

to cost the owner

of the Assets

more than $2,500,000 per

activity,

net to SWEPI’s (or,

as of the consummation of the Merger, Newco’s)

interest;

(d)

(i) not

take any

affirmative action

to terminate,

materially amend, execute

extend

any

Leases

(except

specifically

described

Schedule

5.4),

(ii)

except

for

those

amendments, waivers, modifications

or extensions to

Material Contracts resulting

from operations

set forth on

Schedule 5.4 (to

the extent the terms

of such amendments, waivers,

modifications or

Exhibit 10.1

- 28 -

extensions

are

expressly

set

forth

Schedule

5.4),

not

terminate,

materially

amend,

waive,

modify,

or extend any

Material Contracts, and

(iii) not enter

into any

new contract

which would

constitute a Material Contract if executed prior to the Execution Date or amend a

Contract that by

virtue of

the

amendment

makes such

Contract

Material Contract;

in each

case, other

than

the

execution or extension

of a Contract

for the sale,

exchange, or marketing

of oil, gas

and/or other

Hydrocarbons in

the ordinary

course of

business and

terminable without

penalty on

60 days’

shorter notice;

(e)

not enter into or extend any Surface Contract other

than (i) the extension of

the term of those

Surface Contracts described

in Schedule 5.4

and (ii) the

execution of a

Surface

Contract that

(x) contains

terms typically

and customarily

included in

similar instruments

in the

oil and gas industry and (y) would not reasonably

be expected to result in aggregate payments by

Newco after Closing

of more than

$250,000 (net to

SWEPI’s (or,

as of the

consummation of the

Merger, Newco’s)

interest) during the current or any subsequent calendar year;

(f)

maintain

all

material

insurance

policies

the

amounts

and

the

types

presently in force with respect to the Assets and the operations and activities of SWEPI and, as of

the consummation of the Merger, Newco;

(g)

maintain

the

books,

accounts

and

records

SWEPI

with

respect

the

Assets

and,

upon

consummation

the

Merger,

Newco

the

ordinary

course

business

consistent

with

past

practice

and

compliance

with

all

applicable

Laws

and

contractual

obligations;

(h)

promptly

notify

Buyer

any

material

emergency

affecting

Newco’s

business or the Assets;

(i)

promptly

notify

Buyer

of,

and

not

settle

compromise,

any

material

actions,

suits

proceedings

filed

with

any

Governmental

Authority,

threatened

writing

against SWEPI or

Newco with respect

to the Assets,

Newco or the

transactions contemplated by

this Agreement;

(j)

not amend or otherwise change the Organizational Documents of Newco;

(k)

maintain all Permits,

approvals, bonds and guaranties

affecting the Assets,

and make all filings

that Seller and its

Affiliates are required to

make under applicable Law

with

respect to the Assets;

(l)

not transfer, sell, hypothecate,

encumber or otherwise

dispose of any

Assets

except

for

(i)

sales

and

dispositions

Hydrocarbons

equipment

and

materials

made

the

ordinary

course

business

consistent

with

past

practices,

which

the

case

equipment

and

materials, are replaced

with equipment and

materials of comparable

or better value

and utility in

connection

with

the

maintenance,

repair,

and

operation

the

Assets

and

(ii)

other

sales

and

dispositions of the Assets (other than Properties and Surface

Contracts) not exceeding $1,000,000

in the aggregate;

(m)

promptly notify Buyer of any written notice

received by Seller, SWEPI,

Newco of

any material

violation of

any Environmental

Laws relating

to Newco

or the

Assets where

Exhibit 10.1

- 29 -

such violation

has not

been previously

cured or

otherwise resolved

to the

written satisfaction

the relevant Governmental Authority;

(n)

not issue,

sell, pledge,

transfer,

or dispose

of, or

otherwise subject

to any

Encumbrance, any

of the

Subject Interests

or any

other Interest

of Newco,

or any

options, warrants,

convertible securities or other rights of any

kind to acquire any such Subject Interests

or any other

Interest of Newco;

(o)

not

declare,

set

aside

pay

any

dividends

on,

make

any

other

distributions (whether in cash, stock or property) in respect of, the Subject Interests;

(p)

not reclassify, combine,

split, subdivide

or redeem,

or purchase

or otherwise

acquire,

directly

indirectly,

the

Subject

Interests,

make

any

other

change

with

respect

Newco’s capital structure;

(q)

not

acquire

any

Interest

any

corporation,

partnership,

limited

liability

company, other business organization

or division thereof

or any

material amount of

assets, or enter

into any joint venture, strategic

alliance, exclusive dealing, noncompetition

or similar contract or

arrangement other than acquisitions as to which

the aggregate amount of the consideration

paid or

transferred by

Newco

connection

with

all

such

acquisitions

would

not exceed

$2,500,000

would be permitted under Section 5.4(d);

(r)

not

adopt

any

plan

agreement

complete

partial

liquidation,

dissolution,

restructuring,

recapitalization,

merger,

consolidation

other

reorganization

otherwise effect any transaction that would alter Newco’s limited liability company structure;

(s)

not incur any

Indebtedness or

issue any

debt securities or

assume, guarantee

or endorse, or otherwise become responsible

for, the obligations of any Person, or make any loans

or advances;

(t)

not

make,

compromise

forgive

any

loans,

advances,

capital

contributions to, or investments in, any other Person;

(u)

not make any

change in any

method of accounting

or accounting practice

policy, except as required by GAAP;

(v)

except in

the ordinary

course of

business (and,

in each

case, as

would not

materially

affect

Buyer

any

its

Affiliates,

Newco

the

Assets),

not

(i)

make,

change

revoke any Tax election (including making any election for Newco to be treated as an association

taxable

corporation

for

U.S.

federal

income

tax

purposes

applicable

state

local

Tax

purposes), (ii)

change any

annual Tax

accounting period,

(iii) change

any method

of accounting

for Tax purposes, (iv) commence, settle, or compromise any

claim or assessment in respect

of any

Taxes

any

other

Tax

Proceeding,

(v)

file

any

Tax

Returns

other

than

manner

that

consistent with

past practice,

except to

the extent

required by

applicable Law, (vi)

file any

amended

Tax

Return, (vii)

agree to

an extension

or waiver

of the

statute of

limitations with

respect to

the

assessment, collection or determination of any Taxes, (viii) enter into any closing agreement with

respect to

any

Taxes,

(ix)

grant

any power

attorney with

respect to

Taxes,

(x)

surrender

any

right to claim a Tax refund, or (xi) enter into any Tax allocation, Tax sharing, Tax receivable, Tax

Exhibit 10.1

- 30 -

indemnity agreement

or other

similar agreement

or arrangement,

or any

closing or

other agreement

relating to Taxes;

(w)

not take any action that

would or would reasonably

be expected to prevent

materially

delay

the

Closing

and

the

consummation of

the

transactions

contemplated by

this

Agreement; and

(x)

not

enter

into

agreement

commitment

that

would

cause

Newco

violate any of the foregoing clauses (a) through (w).

Requests for

approval of

any action

restricted by

this Section

5.4 shall

be delivered

to the

following

individual, who shall

have full authority to

grant or deny

such requests for

approval on behalf of

Buyer;

provided

, that such approval shall not be unreasonably withheld, conditioned or delayed:

Danny Yick

Sr. Director

Acquisitions & Divestitures

925 N. Eldridge Parkway

Houston, Texas 77079

SP1-21-21-N096

[email protected]

Buyer’s approval of

any action restricted

by this Section

5.4 shall be

considered granted within

ten

days

after

Seller’s

notice

Buyer

requesting

such

consent

unless

Buyer

notifies

Seller

the

contrary during that period. In the event

of an emergency,

Seller (or SWEPI or Newco) may

take

such action as a

reasonably prudent owner or

operator would take and

shall notify Buyer of

such

action

promptly

thereafter.

cases

which

neither

Seller

nor

any

its

Affiliates

(including

SWEPI

and

Newco)

the

operator

any

portion

the

Assets,

the

extent

that

the

actions

described

this

Section

5.4

may

only

taken

(or

are

the

primary

responsibility

of)

the

operator of such

Assets, the provisions

of this

Section 5.4 shall

be construed to

require only that

Seller use,

or cause Newco

to use, commercially

reasonable efforts to

cause the operator(s)

of such

Assets to take such

actions within the constraints

of the applicable operating

agreements and other

applicable agreements.

Section 5.5

Amendment to

Schedules. At

any point

prior to

the date

that is

five Business

Days

prior

Closing,

Seller

shall

have

the

right

supplement

its

Schedules

relating

the

representations

and

warranties

set

forth

Article

with

respect

any

matters

first

occurring

subsequent

the

Execution

Date

(including

with

respect

any

matters

taken

Seller

accordance with, but not in

violation of, Section 5.4).

However, all such supplements (except with

respect

matters

taken

Seller

accordance

with

Section

5.4)

shall

disregarded

for

all

purposes,

including

determining

whether

the

conditions

Buyer’s

obligation

the

transaction pursuant to Section

6.2(a) and Section

6.2(b) have been satisfied;

provided

however

if Seller has supplemented

its Schedules pursuant to

this Section 5.5, and

based upon the matters

relating to such

supplements (other than matters

taken by Seller

in accordance with

Section 5.4),

Buyer’s obligation to close the transactions pursuant to Section 6.2(a)

and Section 6.2(b) have not

been

satisfied

but

Buyer

nevertheless

elects

the

transactions

contemplated

hereunder,

Buyer will be deemed to have waived only the matters

disclosed pursuant to any such supplement

Exhibit 10.1

- 31 -

which gave rise to Buyer’s right

to not close the transactions contemplated

by this Agreement (for

the avoidance of doubt, no

matter set forth in any

such supplement will be taken

into account for

purposes

of,

and

will

not

affect

Buyer’s

remedies

under,

Section

9.1(b)(ii)

with

respect

any

breaches of Seller’s representations and

warranties related to the

Assets that do not

individually or

in the

aggregate give

rise to

a failure

of a

condition precedent

to Buyer’s

obligation to

close the

transaction contemplated by this Agreement contained in Section 6.2(a)).

Section 5.6

Further

Assurances.

After

Closing,

the

Parties

agree

take

such

further

actions

and

execute,

acknowledge

and

deliver

all

such

further

documents

are

reasonably

requested

the

other

Party

for

carrying

out

the

purposes

this

Agreement

any

other

Transaction Document.

Section 5.7

Party

Contracts.

Except

set

forth

Schedule

5.7,

Party Contracts shall be allocated to Newco or included in the Assets.

Section 5.8

Conduct of Buyer. Except with the prior written consent of Seller, from the

Execution Date until the Closing, Buyer shall not take any action that would or would reasonably

be expected to

prevent or materially

delay the Closing

and the consummation

of the transactions

contemplated by this Agreement.

Section 5.9

Employee

Matters.

Seller

and

Buyer

shall

comply

with

the

terms

and

conditions

with

respect

employee

matters

and

personal

data

protection

set

forth

Schedule

5.9(a) and Schedule 5.9(b), respectively.

Section 5.10

Bonds,

Letters

Credit

and

Guarantees.

The

Parties

acknowledge

and

agree that none of the bonds,

letters of credit and guarantees listed

on Schedule 3.23, which have

been posted

by Seller

or its

Affiliates (other

than Newco)

with Governmental

Authorities and

relate

to the Assets

for the benefit

of Newco, may

be transferable to

Buyer.

Promptly following Closing,

Buyer shall obtain,

or cause

to be obtained

in the name

of Buyer

or its Affiliate

(including Newco),

applicable,

replacements

for

such

bonds,

letters

credit

and

guarantees,

the

extent

such

replacements are necessary to permit cancellations of

such bonds, letters of credit and

guarantees

posted by Seller or its

Affiliates (other than Newco)

with respect to the Assets

or to consummate

the transactions contemplated by this Agreement.

Section 5.11

Transition Services Agreement. From the Execution

Date until the Closing

Buyer

and

Seller

shall

take

commercially

reasonable

efforts

negotiate

transition

services

agreement that contains terms

substantially similar to those

set forth on Exhibit

C and such other

terms that

are mutually

acceptable to

the Parties

(the “Transition

Services Agreement”).

For the

avoidance of doubt, the

Parties’ covenants and obligations

pursuant to this Section

5.11 shall

not

be conditions

precedent to

Closing pursuant

to Section

6.1 and

Section 6.2

or be

the basis

upon

which either Party may terminate this Agreement pursuant to Section 8.1.

Section 5.12

Use of

Name. On

or before

90 days

after Closing

(or earlier

to the

extent

required by Laws), at

Buyer’s cost, Buyer

will remove, or cause

to be removed, from

the Assets,

the

name,

logo

and

service

mark

Seller

and

its

Affiliates,

and

all

variations

and

derivations

thereof (including any reference to “Shell”) and will not thereafter make use thereof.

Exhibit 10.1

- 32 -

Section 5.13

Records. Subject to

the limitations contained

in this Agreement,

Seller shall

deliver to Buyer

copies of the Records,

in the current written

or electronic format of

such Records,

to the extent

possible at Closing,

but in any event,

within 90 days

after Closing, to the

extent not

already

delivered

Seller.

Any

electronic

information

data

provided

shall

the

same

format as that

then currently used

by Seller,

and Seller shall

not be required

to perform or

create

additional programming or system support in connection

therewith. Seller may exercise or redact

Records to remove information

that does not constitute

a Record. Seller

may retain photocopies or

electronic images of

the Records;

provided

, that Seller

shall keep confidential

and not disclose

any

such Records that

are not public

information pursuant to

the terms of

Section 5.3. Seller

and Buyer

shall each appoint one focal point for coordination of the transfer of the Records.

Section 5.14

Insurance.

(a)

Buyer acknowledges and

agrees that (i)

no insurance policies

arranged for

the

benefit

of,

provided

to,

Seller

any

member of

the

Seller

Group,

including

any

current

insurance policies relating

to the business

or assets of

the Seller shall

continue after Closing,

(ii)

Buyer

shall

not,

and

shall

procure

that

member

the

Buyer

Group

shall,

make

any

claims

under

any

such

insurance

policies

insurance

coverage

respect

facts,

events

circumstances

arising

prior

the

Closing

and

(iii)

from

the

Execution

Date

and

until

Closing,

Seller shall ensure that all policies of insurance

relating to the business or Assets in force

as of the

Execution

Date

are

kept

force

accordance

with

past

practices

(the

“Current

Insurance

Policies”). In the

event Seller becomes

aware of any

fact, event or

circumstance arising after

the

Execution Date and

prior to

Closing in respect

of which a

claim may be

made under the

Current

Insurance Policies, Seller shall (i) file

a claim in respect of such

event or circumstance and (ii) use

reasonable endeavours to

have such claim

paid at or

prior to Closing,

in each case

in accordance

with

its

customary

past

practices.

the

event

that

such

claim

not

paid

prior

Closing,

notwithstanding anything

else in

this Section

5.14, Seller

shall use

reasonable endeavours

to pursue

payment in

respect of

such a

claim on

behalf of

Buyer and

Buyer shall

have the

right to

receive

any

payment

made

respect

any

such

claim

made

prior

the

Closing

as,

when

and

the

extent such claim shall be paid.

(b)

the

event

any

tangible

assets

Newco

are

destroyed

damaged,

whole or in part, by

fire or other casualty prior

to the Closing Date, then, in

lieu of making a claim

in accordance with this Section 5.14, Seller shall have the option to repair

or replace (with similar

grade

and

quality)

such

damaged

assets

before

the

Closing

Date,

which

case,

neither

Newco nor Buyer shall have any right, claim or title to any insurance proceeds.

(c)

Buyer

further

hereby

acknowledges

and

agrees

that

historic

insurance

coverage provided

Seller

Newco,

including

the

Current

Insurance Policies,

shall

available to the Buyer

or Newco after Closing, with

the exception of insurance

coverages required

by statute

or law

and, in

such limited

instances, only

to the

extent that

the policies

provide such

historical coverage. Buyer further acknowledges and agrees

that it has no right, title

or interest in

any unearned premiums on any policies maintained by

or for the benefit of Seller or

any member

of the Seller Group.

Exhibit 10.1

- 33 -

Section 5.15

Anti-Bribery and Corruption.

(a)

Without limitation to Section 3.10 or Section 3.27, Seller:

(i)

is aware

of, during

the period

between the

Execution Date

and the

Closing

Date

will

comply

with,

and

has

not

violated,

Anti-Corruption

Laws

Trade Control Laws and is not a Restricted Party;

(ii)

whether directly or

indirectly,

has not made,

offered, authorized

accepted and will not make, offer, authorize, or accept any payment, gift, promise,

or other advantage, to

or for the

use or benefit

of any Government

Official or any

other Person where

that payment, gift,

promise, or other

advantage would comprise

a facilitation payment

or otherwise violate

the Anti-Corruption Laws

or any other

applicable Law, or

that would cause Buyer to be

in breach of any Anti-Corruption

Laws;

(iii)

has

maintained

and

will

maintain

adequate

written

policies

and

procedures to comply with Anti-Corruption Laws;

(iv)

has

maintained

and

will

maintain

adequate

internal

controls,

including

using

reasonable

efforts

ensure

that

all

transactions

are

accurately

recorded and reported

in its books

and records

to reflect truly

the activities to

which

they

pertain,

such

the

purpose

each

transaction,

with

whom

was

entered

into, for whom it was undertaken, or what was exchanged;

(v)

will, to its Knowledge, retain such books and records for the period

required by applicable Law or Seller’s own retention

policies, whichever is longer;

(vi)

not

Government

Official,

and

the

best

its

Knowledge

exercising reasonable diligence,

no officer, agent or employee

engaged by Seller

acting on Seller’s behalf is a Government Official;

(vii)

will, in the

event Seller

becomes aware it

has breached an

obligation

this

paragraph,

promptly

notify

Buyer,

subject

the

preservation

legal

privilege; and

(viii)

shall

make

payments

Buyer,

except

with

Buyer’s

prior

written

consent.

(b)

Without limitation to Section 4.13, Buyer:

(i)

is aware

of, during

the period

between the

Execution Date

and the

Closing

Date

will

comply

with,

and

has

not

violated,

Anti-Corruption

Laws

Trade

Control Laws and is not a Restricted Party;

(ii)

whether directly or indirectly,

has not made, offered, authorized, or

accepted and will

not make, offer, authorize, or accept

any payment, gift, promise,

or other

advantage,

for

the

use

benefit

any

Government

Official

any

other

Person

Exhibit 10.1

- 34 -

where

that

payment,

gift,

promise,

other

advantage

would

comprise

facilitation

payment or

otherwise violate

the Anti-Corruption

Laws or

any other

applicable Law,

which would cause Seller to be in breach of any Anti-Corruption Laws;

(iii)

has

maintained

and

will

maintain

adequate

written

policies

and

procedures to comply with Anti-Corruption Laws;

(iv)

has

maintained

and

will

maintain

adequate

internal

controls,

including using

reasonable

efforts

ensure that

all transactions

are

accurately recorded

and reported

in its

books and

records to

reflect truly

the activities

to which

they pertain,

such as

the purpose

of each

transaction, with

whom it

was entered into,

for whom

it was

undertaken, or what was exchanged;

(v)

will, to its Knowledge, retain such books and records for the period

required by applicable Law or Buyer’s own retention policies, whichever is longer;

(vi)

not

Government

Official,

and

the

best

its

Knowledge

exercising reasonable diligence, no officer, agent or employee engaged by Buyer or

acting

on Buyer’s behalf is a Government Official;

(vii)

will, in the

event it becomes aware

it has breached

an obligation in

this paragraph, promptly notify Seller, subject to the preservation of legal privilege;

(viii)

and any Person

who has acted

on its behalf

in connection with

this

Agreement has

not been

and is

not now

involved in

internal or

external investigations

discussions

with

any

Governmental

Authority

potential

actual

breaches

Trade Control Laws or Anti-Corruption Laws;

(ix)

warrants

that

all

information

provided

Buyer

Seller

connection with Seller’s integrity due diligence is accurate; and

(x)

shall

make

payments

Seller,

except

with

Seller’s

prior

written

consent.

(c)

Prior to

Closing and

notwithstanding any

other provision

of this

Agreement,

Party

becomes

Restricted

Party,

listed

the

Restricted

Party

list,

held

liable

for

violation

of Anti-Corruption

Laws or

Trade

Control

Laws, in

each case,

connection with

the

transaction contemplated by this Agreement, then this Agreement

shall terminate upon a notice of

termination being provided

by the other

Party to

such Party.

For the

avoidance of

doubt, a

Party

becoming

Restricted

Party,

being

listed

the

Restricted

Party

list,

being

held

liable

for

violation

of Anti-Corruption

Laws or

Trade

Control

Laws, in

each case,

connection with

the

transaction contemplated

this

Agreement, shall

constitute

material

breach

failure

the

relevant Party’s

representations,

warranties, or

covenants hereunder

accordance

with

Section

8.2(b)(i) or Section 8.2(c)(ii), as applicable.

Exhibit 10.1

- 35 -

Section 5.16

Required Consents.

(a)

Promptly after the Execution Date, Seller shall prepare and send notices (i)

to the holders

of any Required Consents,

in compliance with the

terms of such Required

Consents,

requesting

consents

the

transactions

contemplated

hereby

waivers

the

applicable

rights

related to such

Consents. Seller

shall use

commercially reasonable

efforts (at

no material

cost to

Seller) to

cause such

Required

Consents to

waived or

obtained,

applicable, and

delivered

prior to

the

Closing.

applicable, Buyer

shall

reasonably

cooperate

with, or

(after

Closing,

applicable) cause Newco to reasonably

cooperate with, Seller in seeking

to obtain consents to, or

to comply with,

such Required Consents

and will provide

any additional collateral

or security to

meet

reasonable

financial

requirements

requested

counterparties

order

satisfy

the

applicable Required Consent.

(b)

In the event a Soft

Required Consent that is triggered by

the Merger or the

Closing is not satisfied

prior to the Merger,

then the applicable Required

Consent Asset shall not

be excluded from the Assets

to be allocated to Newco

pursuant to the Merger

on the basis of this

Section 5.16, and Seller shall continue to use commercially reasonable efforts (at no material cost

Seller)

for

period

one

year

after

Closing

obtain

the

Consent

for

such

Soft

Required

Consent.

Seller shall not otherwise be

liable to Buyer or

Newco after Closing for

the inability to

obtain the

Consent for

such Soft

Required Consent

and BUYER

SHALL INDEMNIFY, DEFEND,

AND HOLD

EACH MEMBER

OF SELLER

GROUP HARMLESS

FROM ANY

CLAIM MADE

AGAINST

SUCH

MEMBER

THE

HOLDER

SUCH

SOFT

REQUIRED

CONSENT

WITH

RESPECT

THE

FAILURE

OBTAIN

THE

CONSENT

FOR

SUCH

SOFT

REQUIRED CONSENT.

(c)

In the event a Hard Required Consent that is triggered by the

Merger or the

Closing is

not satisfied

prior to

the consummation

of the

Merger,

then (i) the

Required Consent

Asset

subject

such

Hard

Required

Consent

shall

not

allocated

Newco

pursuant

the

Merger

and,

the

extent

such

Required

Consent

Asset

Property,

SWEPI

shall

retain

such

Required Consent

Asset as

a “Retained

Asset” for

all purposes

hereunder, (ii)

to the

extent such

Required Consent Asset is a Property,

the Base Purchase Price will be adjusted

downward by the

Allocated Value of such Property, (iii) to the

extent such

Required Consent

Asset is not

a Property,

until the Consent for such

Hard Required Consent is obtained

for any combination of the

Merger

and the Closing

that triggered such

Hard Required Consent (A)

such Required Consent

Asset shall

be held

by SWEPI

for the

benefit of

Newco (which

benefit shall

include the

right for

Newco to

receive any

and all

proceeds related

to such

Required Consent

Asset during

the period

after Closing

that are attributable to the period from

and after the Effective Time),

(B) SWEPI shall not amend

or take any action under

or with respect to such

Required Consent Asset without

Buyer’s written

consent

(which

may

withheld

Buyer’s

sole

discretion),

and

(C)

Newco

shall

(1)

pay

all

amounts related to SWEPI’s

interest in such Required

Consent Asset under any

agreement to the

extent such

amounts are

attributable to

the period

from and

after the

Effective

Time,

and (2)

responsible

for

the

performance

SWEPI’s

obligations

under

any

agreement

such

Required Consent Asset,

and (iv) SWEPI shall

continue for a

period of one

year after Closing

use commercially reasonable

efforts (at no material

cost to Seller

or SWEPI) to

obtain the Consent

for such Hard Required

Consent, and upon receiving the

Consent for such Hard

Required Consent

applicable to

each of

the

Merger

and the

Closing,

(A) SWEPI shall

promptly

convey to

Newco

such Required

Consent Asset

subject to

the warranty

of title

set forth

in Section

3.20, (B)

if the

Exhibit 10.1

- 36 -

Required Consent Asset

is a Property,

then at the time

of such assignment, Buyer will

pay Seller

an amount equal to the amount by which the Base Purchase Price was adjusted downward, if any,

for such Required

Consent Asset and

execution and delivery

of such assignment

such Required Consent Asset by

SWEPI to Newco, such Required

Consent Asset shall be deemed

to be

an “Asset”

for all

purposes hereunder.

If, following

such one-year

period, the

consent for

such Hard Required Consent is not obtained,

then such Required Consent Asset shall continue

Retained

Asset,

and

Seller’s

and

SWEPI’s

obligations

pursuant

this

Section

5.16

shall

longer apply.

Section 5.17

Defense

Retained

Litigation.

For

the

avoidance

doubt,

Seller

its

relevant Affiliate (but not

Newco) will (at its sole

cost and expense) continue to

defend and shall

continue to manage in accordance with Section

9.2(d) any actions, suits or proceedings

(including

any

compromise

settlement

thereof)

set

forth

Schedule

5.17

(such

actions,

suits

proceedings,

the

“Retained

Litigation”).

Buyer

will

cooperate

with

Seller’s

reasonable

written

requests to

facilitate such

defense and

management but,

except as otherwise

provided in

Section

9.2(e), shall have no

right to defend or

otherwise control the defense

with respect to such Retained

Litigation.

Section 5.18

Seller Parent Guaranty. At Closing, Seller shall deliver to Buyer a guaranty

in the form attached as Exhibit D (the “Seller Parent Guaranty”) executed by Shell Oil Company.

Section 5.19

Reorganization.

Prior

the

Closing

Date,

Seller

shall

cause

each

the

following to occur (collectively, the “Reorganization

”):

(a)

SWEPI shall

file a

certificate of

conversion with

each of

the Secretary

State of Delaware and the Secretary of State of Texas and shall file a certificate of formation with

the Secretary

of State

of Texas,

in each

case, in

such form

as is

required by

the Texas

Business

Organizations Code

(the “TBOC”)

and the

Delaware Revised

Uniform Limited

Partnership Act,

applicable,

for

the

purpose

domesticating

SWEPI

Texas

limited

liability

company (the “Conversion”).

(b)

Following the Conversion, SWEPI shall merge, pursuant to Section 10.003

et.

seq.

the

TBOC,

resulting

two

entities

(the

“Merger”):

(i)

Shell

Legacy

Holdings

LLC

(“Non-Permian Newco”),

a newly

formed single-member

limited liability

company and

wholly-

owned subsidiary of Seller,

which will have as its

assets and properties the Subject

Interests and,

subject to Section

5.16(c), the Retained

Assets and which

will have as

its liabilities and

obligations

the

Retained

Liabilities

and

Seller

Taxes,

and

(ii)

Permian

Holdings

LLC

(“Newco”),

newly

formed single-member

limited

liability company

and wholly-owned

subsidiary of

Non-Permian

Newco, which will have

as its assets and

properties the Assets and

which will have as

its liabilities

and obligations

the Assumed

Liabilities;

provided,

however

, that

if all

Hard Required

Consents

have not

been obtained

by the

Merger,

then SWEPI

shall merge,

pursuant to

Section 10.003

et.

seq. of

the TBOC,

resulting into

three entities:

(i) Non-Permian

Newco, a

newly formed

single-

member limited liability

company and wholly-owned

subsidiary of Seller,

which will have

as its

assets

and

properties

the

Subject

Interests

and

the

Retained

Assets

(other

than

the

Required

Consent

Assets

retained

SWEPI

pursuant

Section

5.16(c))

and

which

will

have

its

liabilities and

obligations the

Retained Liabilities

(other than

those Retained

Liabilities attributable

such

Required

Consent

Assets

retained

SWEPI)

and

Seller

Taxes,

(ii)

Newco,

newly

Exhibit 10.1

- 37 -

formed single-member

limited

liability company

and wholly-owned

subsidiary of

Non-Permian

Newco, which will have

as its assets and

properties the Assets and

which will have as

its liabilities

and

obligations

the

Assumed

Liabilities,

and

(iii)

SWEPI,

the

surviving

limited

liability

company, which will remain as

a wholly-owned subsidiary of

Seller and will have

as its assets and

properties the Required

Consent Assets retained

by it pursuant

to Section 5.16(c)

and which will

have as its

liabilities and obligations

the Retained Liabilities

attributable to such

Required Consent

Assets retained by SWEPI.

(c)

Seller

shall

provide

Buyer

with

copies

all

documents

and

instruments

used

consummate

the

Reorganization,

which

shall

forms

reasonably

acceptable to Buyer prior to filing.

(d)

Notwithstanding anything to the contrary in this Agreement, Seller will not

be in breach of any provision of this Agreement, nor will any representation or warranty of Seller

be inaccurate

in any

respect solely

by virtue

of any

secondary liability

imposed on

Seller under

TBOC Section

10.008;

provided

however

, that

notwithstanding anything

stated herein

to contrary,

the Retained Liabilities shall be deemed to include any obligation or

liability that is not expressly

included as part of the Assumed Liabilities, including any such

successor or secondary liability or

liabilities and

obligations relating to

assets, properties

and businesses

not included

as part

of the

Assets.

Section 5.20

Name Change and Reorganization. Buyer

shall promptly after Closing (and

in any event, no

later than thirty

(30) days after the

Closing Date) execute,

acknowledge, deliver

and file with

the appropriate

Governmental Authority

all documents as

are reasonably requested

by Seller to evidence of record Newco’s ownership and operation of the Assets, or as are required

by any

Governmental Authority, as a

result of

the Reorganization and

the transaction

contemplated

this

Agreement

(each

such

document,

“Governmental

Transition

Filing”)

that

were

not

otherwise executed and delivered by the Parties pursuant to Sections 7.2(j) and 7.3(f).

Section 5.21

Notice to

Third Persons.

Promptly after

Closing but

in no

event later

than

thirty (30) days

after the Closing

Date, Newco shall

notify all lessors,

royalty owners, operators,

non-operators, purchasers of production, other contract parties and

Governmental Authorities that

Newco

has succeeded to the interests

of Seller by virtue of

the Reorganization, in each case to

the

extent

Newco

required

any

applicable

Contracts

Laws

notify

such

Persons

the

Reorganization.

Section 5.22

Seismic Data. Prior to Closing, Seller shall provide Buyer

a list of all third-

party

Seismic

Data.

For

any

such

third-party

Seismic

Data

for

which

Buyer

wishes

obtain

sublicense after Closing,

promptly after receiving

written notice thereof

from Buyer,

Seller shall

sublicense to Buyer such third-party Seismic Data to the extent permitted under the agreement by

which

such

Seismic

Data

licensed

Seller

its

relevant

Affiliate

or,

the

extent

not

permitted, take commercially reasonable efforts to obtain the necessary consents and approvals to

sublicense to

Buyer such

third-party Seismic

Data. All

out-of-pocket costs

and expenses

associated

with such

sublicense which

are approved

in writing

by Buyer

shall be

for the

account of

Buyer,

and Seller shall have no

further obligations pursuant to this

Section 5.22 to the extent Buyer

fails

to pay any such costs and expenses.

Exhibit 10.1

- 38 -

Section 5.23

Supplemental Information.

Promptly following

the Execution

Date, Seller

shall provide to Buyer supplemental information as described on Schedule 5.23.

Section 5.24

Operational

Technology.

If,

prior

Closing,

determined

that

any

operational technology

systems other

than the

SCADA Systems

are held

for use

exclusively for

the

use

operation

the

Assets,

and

such

operational

technology

systems

are

not

used

connection with Seller or its Affiliates’ business

generally, then Seller

shall reasonably cooperate

with Buyer to transfer such

operational technology systems to

Newco at Closing.

Upon any such

transfer,

such

operational

technology

systems

shall

deemed

“Assets”

for

all

purposes

hereunder.

ARTICLE 6

CONDITIONS TO CLOSING

Section 6.1

Seller’s Conditions to Closing.

The obligations of

Seller to consummate

the

transactions contemplated by

this Agreement are subject

to the satisfaction

(or written waiver by

Seller) on or prior to Closing of each of the following conditions precedent:

(a)

Representations. The

(i) Buyer

Fundamental Representations

shall be

true

and

correct

all

material

respects

(and

all

respects,

case

Buyer

Fundamental

Representations

which

are

qualified

the

requirement

materiality

qualifier),

the

Execution Date

and as

of the

Closing Date,

in each

case as

though made

on and

as of

such date

(except for representations and warranties that expressly refer to a specified date which need only

true

and

correct

and

such

specified

date),

and

(ii) the

other

representations

and

warranties of Buyer set forth in Article 4 shall be true and correct as of the Execution Date and as

of the

Closing Date, in

each case as

though made on

and as

of such date

(except for representations

and warranties that expressly refer to a specified

date which need only be true and

correct on and

such

specified

date),

except

for

breaches,

any,

such

representations

and

warranties

referenced in this

clause (ii) as would

not, individually or in

the aggregate, reasonably be

expected

have

Buyer

Material

Adverse

Effect

(without

regard

whether

such

representation

warranty is qualified in terms of materiality);

(b)

Performance.

Buyer

shall

have

performed

and

observed,

all

material

respects, all

covenants and

agreements to

be performed

or observed

by it

under this

Agreement

prior to or on the Closing Date;

(c)

Action.

injunction,

order

award

restraining,

enjoining,

otherwise prohibiting the consummation of

the transactions contemplated by this Agreement

shall

have been

issued by

any Governmental

Authority having

jurisdiction over

any Party

and remain

in force;

(d)

Governmental Consents; HSR Act. (i)

All material consents and approvals

any

Governmental

Authority

(including

those

required

the

HSR

Act)

required

for

the

transactions contemplated under this Agreement,

except consents and approvals by

Governmental

Authorities

that

are

customarily

obtained

after

closing

(including

Customary

Post-Closing

Consents), shall have

been granted or received,

or the necessary waiting

period shall have

expired,

or early

termination of

the waiting

period shall

have been

granted and

(ii) the

consummation of

Exhibit 10.1

- 39 -

the transactions contemplated under the

terms of this Agreement

is not prevented from occurring

by (and the required waiting period, including the period under an

extension or timing agreement,

any,

has

expired

under)

the

HSR

Act

and

the

rules

and

regulations

the

FTC

and

the

DOJ

thereunder; and

(e)

Deliveries.

Buyer

shall

have

delivered

(or

ready,

willing,

and

able

deliver

Closing)

Seller duly

executed counterparts

the

documents

and

certificates

delivered by Buyer under Section 7.3.

Section 6.2

Buyer’s Conditions to

Closing. The

obligations of

Buyer to

consummate the

transactions contemplated by

this Agreement are subject

to the satisfaction

(or written waiver by

Buyer) on or prior to Closing of each of the following conditions precedent:

(a)

Representations. The

(i) Seller

Fundamental Representations

shall be

true

and

correct

all

material

respects

(and

all

respects,

case

such

Seller

Fundamental

Representations

which

are

qualified

the

requirement

materiality

qualifier),

the

Execution Date

and as

of the

Closing Date,

in each

case as

though made

on and

as of

such date

(except for representations and warranties that expressly refer to a specified date which need only

true

and

correct

and

such

specified

date),

and

(ii)

the

other

representations

and

warranties of Seller set forth in Article 3 shall be true and correct as

of the Execution Date and as

of the

Closing Date, in

each case as

though made on

and as

of such date

(except for representations

and warranties that refer to a specified date which need only be true and correct on and as of such

specified date), except

for breaches,

if any,

of such

representations and

warranties as

would not,

individually or in the

aggregate, reasonably be expected to

have a Seller Material Adverse

Effect

(without regard to whether such representation or warranty is qualified in terms of materiality);

(b)

Performance.

Seller

shall

have

performed

and

observed,

all

material

respects, all

covenants and

agreements to

be performed

or observed

by it

under this

Agreement

prior to or on the Closing Date;

(c)

Action.

injunction,

order

award

restraining,

enjoining,

otherwise prohibiting the consummation of

the transactions contemplated by this Agreement

shall

have been

issued by

any Governmental

Authority having

jurisdiction over

any Party

and remain

in force;

(d)

Governmental Consents; HSR Act. (i)

All material consents and approvals

any

Governmental

Authority

(including

those

required

the

HSR

Act)

required

for

the

transactions contemplated under this Agreement,

except consents and approvals by

Governmental

Authorities

that

are

customarily

obtained

after

closing

(including

Customary

Post-Closing

Consents), shall have

been granted or received,

or the necessary waiting

period shall have

expired,

or early

termination of

the waiting

period shall

have been

granted and

(ii) the

consummation of

the transactions contemplated under the

terms of this Agreement

is not prevented from occurring

by (and the required waiting period, including the period under

an extension or timing agreement,

any,

has

expired

under)

the

HSR

Act

and

the

rules

and

regulations

the

FTC

and

the

DOJ

thereunder;

Exhibit 10.1

- 40 -

(e)

Deliveries.

Seller

shall

have

delivered

(or

ready,

willing,

and

able

deliver at

Closing)

to Buyer

duly executed

counterparts of

the

documents

and certificates

to be

delivered by Seller and its Affiliates under Section 7.2; and

(f)

Reorganization.

The Reorganization shall have been consummated.

ARTICLE 7

CLOSING

Section 7.1

Time

and

Place

Closing.

Consummation

the

purchase

and

sale

contemplated by

this Agreement

(the “Closing”),

shall, unless

otherwise agreed

to in

writing by

Buyer and Seller,

take place at the

offices of Norton

Rose Fulbright US LLP

at 1301 McKinney,

Suite 5100, Houston,

Texas

77010, at

10:00 a.m.,

Central Time,

on the

later of

(a) December 1,

2021,

and

(b) the

fifth

Business

Day

following

the

satisfaction

or,

the

extent

permitted

applicable Law,

waiver (in

writing) of

all conditions

to the

obligations of the

Parties set

forth in

Article

(except

for

any

such

conditions

that

their

nature

may

only

satisfied

connection

with

the

occurrence

Closing,

but

subject

the

satisfaction

waiver

those

conditions),

subject

the

rights

the

Parties

under

Article

The

date

which

the

Closing

occurs is herein referred to as the “Closing Date.”

Section 7.2

Obligations of Seller at

Closing. At the Closing, upon the

terms and subject

to the conditions of this

Agreement, and subject to the

simultaneous performance by Buyer of

its

obligations

pursuant

Section

7.3,

Seller

shall

deliver

cause

delivered

Buyer,

the

following:

(a)

counterparts of

the Assignment

Agreement transferring

the Subject

Interests

Buyer,

duly

executed

authorized

officer

Seller,

acting

the

sole

member

Non-

Permian Newco;

(b)

a certificate

of non-foreign

status of

Non-Permian Newco

(or its

regarded

owner for U.S. federal

income Tax purposes, if Non-Permian Newco is

an entity disregarded from

its owner

for U.S.

federal income

Tax

purposes), signed

under penalties

of perjury

and dated

than

days

prior

the

Closing

Date, meeting

the

requirements

Treasury

Regulation

Section 1.1445-2(b)(2)

and

certifying that

Non-Permian Newco

(or its

regarded owner

for U.S.

federal income Tax

purposes, if Non-Permian

Newco is an

entity disregarded from

its owner for

U.S.

federal

income

Tax

purposes)

not

“foreign

person”

defined

Section

1445

the

Code;

(c)

certificate

duly

executed

authorized

officer

Seller,

dated

Closing, certifying on

behalf of Seller

that the conditions set

forth in Section 6.2(a),

Section 6.2(b)

and Section 6.2(f) have been fulfilled;

(d)

certificate

duly

executed

the

secretary

any

assistant

secretary

Seller, dated as of

the Closing, (i) attaching

and certifying on behalf

of Seller complete

and correct

copies

the

resolutions

unanimous

consent

the

board

directors,

managers,

members,

partners,

other

equivalent

governing

body

Seller

authorizing

the

execution,

delivery,

and

performance

Seller

this

Agreement

and

the

transactions

contemplated

hereby,

and

(ii)

Exhibit 10.1

- 41 -

certifying on behalf

of Seller

the incumbency of

each officer

of Seller

executing this

Agreement

or any document delivered in connection with the Closing;

(e)

where approvals

are received

by Seller

pursuant to

a filing

or application

under Section 5.2, copies of those approvals;

(f)

resignations

effective

the

Closing

Date

each

director,

officer

manager of Newco, duly executed by each such director, officer or manager;

(g)

terminations

any

powers of

attorney

granted by

Newco to

any

Person,

duly executed by an authorized officer of Newco;

(h)

original certificates of the

applicable Governmental Authorities, dated

as of

a date not

earlier than five

Business Days before

the Closing

Date, evidencing

the existence and

good standing of Newco in the State of its formation and in the State of Texas;

(i)

the Seller Parent Guaranty,

duly executed by an authorized officer of

Shell

Oil Company;

(j)

duly executed counterparts of each Governmental Transition Filing; and

(k)

all

other

instruments,

documents and

other

items

reasonably necessary

effectuate the terms of this Agreement, as may be reasonably requested by Buyer.

Section 7.3

Obligations of Buyer

at Closing. At the

Closing, upon the

terms and subject

to the conditions

of this Agreement, and

subject to the

simultaneous performance by Seller

of its

obligations

pursuant

Section

7.2,

Buyer

shall

deliver

cause

delivered

Seller,

the

following:

(a)

a wire transfer of the Closing Payment in same-day funds to the account of

Non-Permian Newco, as designated by Seller prior to Closing;

(b)

certificate

duly

executed

authorized officer

Buyer,

dated

Closing, certifying

on behalf of

Buyer that

the conditions

set forth

in Section

6.1(a) and

Section

6.1(b) have been fulfilled;

(c)

certificate

duly

executed

the

secretary

any

assistant

secretary

Buyer, dated as

of the

Closing, (i)

attaching and

certifying on

behalf of

Buyer complete

and correct

copies

the

resolutions

unanimous

consent

the

board

directors,

managers,

members,

partners,

other

equivalent

governing

body

Buyer

authorizing

the

execution,

delivery,

and

performance

Buyer

this

Agreement

and

the

transactions

contemplated

hereby,

and

(ii)

certifying on behalf of

Buyer the incumbency of

each officer of Buyer

executing this Agreement

or any document delivered in connection with the Closing;

(d)

duly executed counterparts of the Assignment Agreement;

(e)

where approvals

are received

by Buyer

pursuant to

a filing

or application

under Section 5.2, copies of those approvals;

Exhibit 10.1

- 42 -

(f)

duly executed counterparts of each Governmental Transition Filing; and

(g)

all

other

instruments,

documents and

other

items

reasonably necessary

effectuate the terms of this Agreement, as may be reasonably requested by Seller.

Section 7.4

Closing Payment and Post-Closing Purchase Price Adjustments.

(a)

Not later

than ten

days prior

to the

Closing Date,

Seller shall

prepare and

deliver

Buyer,

(i)

using

the

best

information

available

Seller,

preliminary

settlement

statement

estimating

the initial

Purchase Price

after

giving

effect

all

adjustments

set

forth

Section 2.5 and (ii)

reasonable documentation supporting the

calculation of the amounts

presented

on such statement.

In the

event Buyer

believes that

such statement

does not

accurately set forth

the initial Purchase Price, Buyer

shall communicate to Seller

in writing such inaccuracies

not later

than three

Business Days

prior to

the Closing

Date.

The Parties

shall cooperate in

good faith

agree on

the such

inaccuracies as

soon as

possible after

Seller’s receipt

of Buyer’s

written response.

The estimate

delivered in

accordance with

this Section

7.4(a) (with

such

changes thereto

as the

Parties may

agree in connection

with this Section

7.4(a))

less

the Deposit shall

constitute the dollar

amount to be paid by Buyer to Seller at the Closing (the “Closing Payment”).

(b)

As soon

reasonably practicable

after

the Closing

but not

later

than the

Cut-off Date,

Seller shall

prepare and

deliver to

Buyer a

statement setting

forth the

final calculation

the

Purchase

Price

and

showing

the

calculation

each

adjustment

set

forth

Section

2.5,

based, to the

extent possible, on

actual credits, charges,

receipts and other

items before and

after

the Effective Time. Concurrently with the delivery of

such statement, Seller shall deliver

to Buyer

documentation in

reasonable detail

reasonably available

to support

any credit,

charge, receipt

other

item.

Seller

shall

also

deliver

Buyer

such

other

documentation

Seller’s

reasonable

possession or control as Buyer

may reasonably request to verify

the adjustments set forth in

such

statement,

which

documentation

shall

delivered

Seller

Buyer

promptly

after

Seller

receives such request. As

soon as reasonably practicable

but not later than

the 30

day following

receipt of

Seller’s

statement hereunder,

Buyer shall

deliver to

Seller a

written report

containing

any changes that

Buyer proposes be

made to such

statement.

Seller may

deliver a written

report

to Buyer

during this

same period reflecting

any changes

that Seller

proposes to

be made

to such

statement as a

result of

additional information

received after the

statement was prepared.

Buyer

and

Seller

shall

undertake

agree

the

final

statement

the

Purchase

Price

later

than

240 days after the Closing

Date.

In the event that

Buyer and Seller cannot

reach agreement within

such

period

time,

either

Buyer

Seller

may

refer

the

remaining

matters

dispute

the

Houston, Texas office

Deloitte Touche

Tohmatsu

Limited

(the “Accounting Firm”) for review

and

final

determination

arbitration.

The

Accounting

Firm

shall

conduct

the

arbitration

proceedings

Houston,

Texas,

accordance

with

the

Commercial

Arbitration

Rules

the

American Arbitration

Association, to

the extent

such rules

do not

conflict with

the terms

of this

Section 7.4.

Seller and Buyer shall instruct

the Accounting Firm to deliver

to Buyer and Seller a

written

determination

within

30 days

after

submission

the

matters

dispute,

which

shall

final and binding on all Parties, without right of appeal.

In determining the proper amount of any

adjustment to the Base Purchase Price,

the Accounting Firm shall not increase the

Base Purchase

Price more than

the increase proposed

by Seller nor

decrease the Base

Purchase Price more

than

the decrease proposed by Buyer,

as applicable.

The Accounting Firm shall act as an independent

neutral expert

for the

limited purpose

of determining

the specific

disputed matters

submitted by

Exhibit 10.1

- 43 -

Buyer and Seller

and may not

award Damages, interest or

penalties to the

Parties with respect to

any matter.

Buyer and

Seller shall

each bear

its own

legal fees

and other

costs of

presenting its

case.

Seller

shall

bear

one-half

and

Buyer

shall

bear one-half

the

costs

and

expenses of

the

Accounting Firm.

Within ten days after the

earlier of (i) the expiration of Buyer’s

30-day review

period without delivery of any

written report by Buyer and

(ii) the date on which Buyer and

Seller

finally

determine

the

Purchase

Price

the

Accounting

Firm

finally

determines

the

disputed

matters submitted to it, as applicable, (A) Buyer shall pay to Seller the amount

by which the final

Purchase Price (

less

the Deposit amount)

exceeds the Closing

Payment or (B) Seller

shall pay to

Buyer the

amount by

which the

Closing Payment

exceeds the

final Purchase

Price (

less

the Deposit

amount),

applicable.

Any

post-closing

payment

pursuant

this

Section

7.4(b)

shall

bear

interest from the Closing Date to the date of

payment at the rate of interest published from time to

time as the “Prime Rate” in the “Money Rates” section of

The Wall

Street Journal

(c)

Buyer shall, and

shall cause Newco to,

assist Seller in

the preparation of

the

final

statement

the

Purchase

Price

under

Section

7.4(b)

furnishing

invoices

and

receipts

reasonably

available

Buyer

and

Newco,

reasonable

access

personnel,

and

such

other

assistance as may be reasonably requested by Seller to facilitate such process post-Closing.

(d)

All payments

made or

to be

made under

this Agreement

to Seller

shall be

made by

electronic transfer

of immediately

available funds

to the

account designated

by Seller.

All

payments

made

hereunder

Buyer

shall

made

electronic

transfer

immediately available funds to the account designated by Buyer.

ARTICLE 8

TERMINATION

Section 8.1

Termination.

This

Agreement

may

terminated

any

time

prior

Closing:

(a)

by the mutual prior written consent of the Parties;

(b)

by Seller

if Shell

US E&P

Investments LLC

has not

received the

Deposit

by the date and time provided in Section 2.7;

(c)

by either

Party if

Closing has

not occurred

on or

before the

Outside Date;

(d)

in accordance with Section 5.15(c);

provided,

however

, that no

Party shall be

entitled to terminate

this Agreement under

Section 8.1(c)

such

Party

then

material

breach

any

its

representations,

warranties

covenants

contained in this Agreement,

which breach would, individually

or in the aggregate,

give rise to the

failure of a condition set forth in Section 6.1 or Section 6.2, as applicable.

Section 8.2

Effect of Termination.

(a)

this

Agreement

terminated

pursuant

Section

8.1,

this

Agreement

shall become

void and

of no

further force

or effect

(except for

the provisions

of Section

3.6, Section

Exhibit 10.1

- 44 -

4.6, Section

5.1(d), Section

5.3, Section

5.9, Article

8, Article

11,

and Appendix

A, which

shall

continue in full force and effect).

(b)

In the event that

(i) all conditions precedent

to the obligations of

Seller set

forth

Section

6.1

have

been

satisfied

waived

(in

writing)

Seller

(or

would

have

been

satisfied except

for the

breach or

failure of any

of Seller’s representations,

warranties, or

covenants

hereunder and

except for

any such

conditions that

by their

nature may

only be

satisfied at

or in

connection with the occurrence of Closing) and (ii) the Closing has not occurred solely as a result

of the

material breach

or failure

of Seller’s

representations, warranties,

covenants hereunder,

including, if and

when required, Seller’s obligations to

consummate the transactions contemplated

hereunder at

Closing (including,

for the

avoidance of

doubt, if

Buyer terminates

this Agreement

pursuant to Section

8.1(c) and

at the

time of termination,

such a

material breach or

failure by Seller

has occurred and is continuing), then

Buyer shall have the right (in its

sole discretion) to promptly

elect in writing, as the

sole and exclusive remedy

of the Buyer Group

against any member of

the

Seller Group for the failure to consummate

the transactions contemplated hereunder at Closing on

account of such

events, to either

(A) exercise its

right to require

Seller’s specific performance

this Agreement as provided in Section 11.16,

or (B) terminate this Agreement, receive from Shell

US E&P Investments LLC a refund of the Deposit without any interest accrued thereon, and seek

any other remedy available to Buyer at law on account

of the breach by Seller of this Agreement.

If Buyer elects

the remedy of

specific performance contemplated

by clause (A)

but such remedy

not

awarded

courts

competent

jurisdiction,

the

Buyer

shall

entitled

the

remedy

contemplated by

clause (B),

in each

case, in

accordance with

the terms

and conditions

set forth

herein. The Parties agree

that specific performance is

a remedy expressly negotiated

by the Parties

and

that

Buyer

shall

not

required

provide

any

bond

other

security

connection

with

seeking specific performance as a remedy as described in this Section 8.2(b). The remedy elected

and ultimately awarded under this Section 8.2(b) shall be the sole and exclusive remedy available

to Buyer

prior to

Closing for

Seller’s breach

or failure

of Seller’s

representations, warranties,

covenants

hereunder,

including,

and

when

required,

Seller’s

obligations

consummate

the

transactions contemplated at Closing.

(c)

In the event that (i) all

conditions precedent to the obligations

of Buyer set

forth

Section

6.2

have

been

satisfied

waived

(in

writing)

Buyer

(or

would

have

been

satisfied except

for the

breach or

failure of

any of

Buyer’s representations,

warranties, or

covenants

hereunder and

except for

any such

conditions that

by their

nature may

only be

satisfied at

or in

connection with the occurrence of Closing) and (ii) the Closing has not occurred solely as a result

the

material

breach

failure

any

Buyer’s

representations,

warranties,

covenants

hereunder,

including, if

and when

required, Buyer’s

obligations to

consummate the

transactions

contemplated hereunder at Closing (including, for the

avoidance of doubt, if Seller terminates

this

Agreement pursuant

Section 8.1(c)

and

the

time

termination,

such

material

breach

failure

Buyer

has

occurred

and

continuing),

then

Seller

shall

have

the

right

(in

its

sole

discretion)

promptly

elect

writing,

the

sole

and

exclusive

remedy

the

Seller

Group

against

any

member

the

Buyer

Group

for

the

failure

consummate

the

transactions

contemplated hereunder

at Closing

on account

such events,

to either

(A) exercise

its right

require

Buyer’s

specific

performance

this

Agreement

provided

Section

11.16,

(B)

terminate this

Agreement and

Shell US

E&P Investments LLC

shall retain

the Deposit,

together

with any interest

or income thereon, free

of any claims by

Buyer or any

other Person, as liquidated

damages. If Seller elects the remedy of specific performance

contemplated by clause (A) but such

Exhibit 10.1

- 45 -

remedy is not

awarded by courts

of competent jurisdiction,

Seller shall be

entitled to the

remedy

contemplated by

clause (B),

in each

case, in

accordance with

the terms

and conditions

set forth

herein. The Parties agree

that specific performance is

a remedy expressly negotiated

by the Parties

and

that

Seller

shall

not

required

provide

any

bond

other

security

connection

with

seeking specific performance as a remedy as described in this

Section 8.2(c). The remedy elected

and ultimately awarded under this Section 8.2(c) shall be the sole and exclusive remedy available

to Seller prior

to Closing

for Buyer’s

breach or

failure of Buyer’s

representations, warranties, or

covenants

hereunder,

including,

and

when

required,

Buyer’s

obligations

consummate

the

transactions contemplated at Closing.

(d)

SELLER

AND

BUYER

ACKNOWLEDGE

AND

AGREE

THAT

SELLER RECEIVES LIQUIDATED DAMAGES IN ACCORDANCE WITH SECTION 8.2(C),

THEN (1)

ACTUAL DAMAGES

UPON THE

EVENT OF

A TERMINATION ARE DIFFICULT

TO ASCERTAIN

WITH ANY CERTAINTY,

(2) SUCH LIQUIDATED DAMAGES AMOUNT

FAIR

AND

REASONABLE

ESTIMATE

THE

PARTIES

SUCH

AGGREGATE

ACTUAL DAMAGES, AND (3)

SUCH LIQUIDATED

DAMAGES DO NOT CONSTITUTE A

PENALTY.

(e)

Subject to

Section 8.2(b)

and Section

8.2(c), upon

the termination

of this

Agreement in accordance with the

express terms of this Article

8, Seller and Newco shall be

free

immediately

enjoy

all

rights

ownership

Newco

and

the

Assets

and

sell,

transfer,

encumber

otherwise

dispose

the

Assets

any

Person

without

any

restriction

under

this

Agreement. Except

to the

extent Seller

terminates

this

Agreement pursuant

Section 8.2(c),

either Party terminates

this Agreement in

accordance with this

Article 8, Seller

shall promptly (but

in any event

no more

than ten Business

Days after such

termination of this

Agreement) cause Shell

US E&P Investments

LLC to return

the Deposit (without any

interest accrued thereon) to

Buyer.

Following termination of this

Agreement in accordance with

this Article 8, Buyer

shall promptly

(but in any event no

more than ten Business Days

after the termination of this

Agreement) return

or destroy all agreements, Contracts, instruments, books, records, materials and other information

regarding Seller or its Affiliates (including Newco and the Assets) provided to Buyer or any of

its

Affiliates

any

their

respective

Representatives

connection

with

the

transactions

contemplated by this Agreement.

(f)

Notwithstanding

anything

the

contrary

this

Agreement,

each

Party

acknowledges and

agrees that

if the

Closing fails

to occur

for any

reason, such

Party’s

sole and

exclusive remedy against the other Party shall be

to exercise an applicable remedy set

forth in this

Article 8.

ARTICLE 9

INDEMNIFICATION

Section 9.1

Indemnification.

(a)

From and

after Closing,

Buyer, shall indemnify

and hold

harmless the

Seller

Group from

and against

all Damages

incurred by

or suffered

by such

Persons, and

shall defend

such Persons (in accordance

with Section 9.2) from and

against (and indemnify and hold

harmless

Exhibit 10.1

- 46 -

such Persons from

and against

all Damages incurred

or suffered

by such Persons

with respect to

or related to) all Proceedings asserted against such Persons, that are:

(i)

caused by, related

to, arising

out of,

or resulting

from Buyer’s

breach

any

such

Buyer’s

covenants

agreements

contained

this

Agreement,

including in respect of Buyer’s obligations in Section 5.20;

(ii)

caused by, related to, arising out of, or resulting from any breach of

any

the

representations

and

warranties

Buyer

(including

the

Buyer

Fundamental

Representations)

contained

this

Agreement,

confirmed

the

certificate delivered by

Buyer at Closing pursuant

to Section 7.3(b) (without

regard

the

Buyer

Material Adverse

Effect

other

materiality

qualifiers

contained

such certificate) with respect to such representations and warranties; or

(iii)

subject

Seller’s

indemnity

and

defense

obligations

Section

9.1(b),

caused

by,

to,

arising

out

of,

resulting

from

the

Assumed

Liabilities.

(b)

From and

after Closing,

subject to

the limitations

set forth

in Section

9.3,

Seller shall indemnify and hold harmless the Buyer Group from and

against all Damages incurred

by or

suffered by

such Persons,

and shall

defend such

Persons (in

accordance with

Section 9.2)

from and

against (and

indemnify and

hold harmless

such Persons

from and

against all

Damages

incurred or suffered by such Persons with respect to or related to)

all Proceedings asserted against

such Persons, that are:

(i)

caused by, related

to, arising

out of,

or resulting

from Seller’s breach

of Seller’s covenants or agreements contained in this Agreement;

(ii)

caused by, related to, arising out of, or resulting from any breach of

any of the representations and warranties of Seller contained in this Agreement, or

confirmed in

the certificate

delivered by

Seller at

Closing pursuant

to Section

7.2(c)

(without regard to the Seller

Material Adverse Effect or other materiality qualifiers

contained in such certificate) with respect to such representations and warranties;

(iii)

caused by,

related to, arising

out of, or

resulting from the

Retained

Liabilities;

(iv)

caused

by,

to,

arising

out

of,

resulting

from

any

Seller

Taxes; or

(v)

caused

by,

to,

arising

out

of,

resulting

from

any

the

Previously-Divested Properties.

(c)

Notwithstanding

anything

the

contrary

contained

this

Agreement,

subject

Section

5.1(d),

Section

5.9

(including

Schedule

5.9(a)

and

Schedule

5.9(b)),

Section

5.15, Article

8, Article

10, Section

11.16,

and, from

and after

the Closing,

absent Fraud,

this Article

contains

the

Parties’

exclusive

remedies

against

each

other

with

respect

the

transactions

contemplated

hereby,

including

any

breaches of

the

representations,

warranties,

covenants,

and

Exhibit 10.1

- 47 -

agreements of the

Parties in

this Agreement. Except

for the remedies

contained in

this Article

Section

5.1(d),

Section

5.9

(including

Schedule

5.9(a)

and

Schedule

5.9(b)),

Article

10,

and

Section

11.16,

Closing

occurs

SELLER

(ON

BEHALF

ITSELF

AND

BEHALF

THE SELLER GROUP) AND BUYER (ON BEHALF OF ITSELF AND ON BEHALF

OF THE

BUYER GROUP)

EACH RELEASE,

REMISE, AND

FOREVER DISCHARGE

THE OTHER

AND ITS

AFFILIATES AND ALL SUCH

PARTIES’

OFFICERS, DIRECTORS,

EMPLOYEES,

AGENTS, ADVISORS,

AND OTHER

REPRESENTATIVES

FROM ANY

AND ALL

SUITS,

LEGAL

ADMINISTRATIVE

PROCEEDINGS,

CLAIMS,

DEMANDS,

DAMAGES,

LOSSES, COSTS, LIABILITIES, INTEREST,

OR CAUSES OF ACTION WHATSOEVER,

LAW

EQUITY,

KNOWN

UNKNOWN,

WHICH

SUCH

PARTIES

MIGHT

NOW

OR SUBSEQUENTLY

MAY

HAVE,

BASED ON, RELATING

TO, OR ARISING OUT OF (i)

THIS

AGREEMENT,

(ii)

NON-PERMIAN

NEWCO’S

OWNERSHIP

THE

SUBJECT

INTERESTS

SELLER’S

OWNERSHIP

NON-PERMIAN

NEWCO

SWEPI,

(iii)

SWEPI OR NEWCO’S USE, OWNERSHIP OR

OPERATION

OF THE ASSETS, OR (iv) THE

CONDITION, QUALITY,

STATUS,

OR NATURE

OF THE ASSETS, INCLUDING, IN

EACH

SUCH

CASE,

RIGHTS

CONTRIBUTION

UNDER

CERCLA

ANY

OTHER

ENVIRONMENTAL

LAW,

BREACHES

STATUTORY

IMPLIED

WARRANTIES,

NUISANCE

OTHER

TORT

ACTIONS,

RIGHTS

PUNITIVE

DAMAGES

AND

COMMON

LAW

RIGHTS

CONTRIBUTION,

RIGHTS

UNDER

AGREEMENTS

BETWEEN SELLER, SWEPI, NEWCO, OR NON-PERMIAN NEWCO

AND ANY PERSONS

WHO

ARE

AFFILIATES

SUCH

PERSONS,

AND

RIGHTS

UNDER

INSURANCE

MAINTAINED

SELLER

ANY

PERSON

WHO

AFFILIATE

SELLER

(INCLUDING SWEPI

AND NON-PERMIAN

NEWCO), EVEN

IF CAUSED

IN WHOLE

IN PART

BY THE NEGLIGENCE (WHETHER SOLE, JOINT,

OR CONCURRENT), STRICT

LIABILITY,

OR OTHER LEGAL FAULT

OF ANY RELEASED PERSON.

(d)

The indemnity and defense of

each Party provided in this

Section 9.1 shall

be for the benefit of and extend to each Person included

in the Seller Group and the Buyer Group,

as applicable.

Any claim

for indemnity

or defense

under Section

5.1(d), Schedule

5.9(a) or

this

Section 9.1 to which any member of the Seller Group or

Buyer Group is entitled must be brought

and

administered

Party

this

Agreement.

Indemnified

Person

(including

any

Person

within the

Seller Group

or the

Buyer Group)

other than

the Parties

shall have

any rights

against

Seller or

Buyer under

the terms

of Section

5.1(d),

Schedule 5.9(a)

or this

Section 9.1

except as

may be exercised on its behalf

by Buyer or Seller, as applicable, pursuant to this Section

9.1(d). A

Party

may

elect

exercise

not

exercise

its

indemnification

defense

rights

under

Section

5.1(d), Schedule

5.9(a) or

this

Section 9.1

on behalf

of the

other Indemnified

Persons affiliated

with it

in its

sole discretion

and shall

have no

liability to

any such

other Indemnified

Person for

any action or inaction under this Section 9.1(d).

(e)

Notwithstanding

anything

herein

the

contrary,

for

purposes

Section

9.1(b)(ii),

when

determining

the

amount

Damages

resulting

from

breach

Seller

representation and warranty or in

the certificate delivered by Seller pursuant

to Section 7.2(c) (but

not whether

a breach

has occurred)

all materiality

qualifications (including

Seller Material

Adverse

Effect) contained

in the representations

and warranties of

Seller made in

this Agreement or

such

certificate related thereto

shall be disregarded.

For the avoidance

of doubt, this

Section 9.1(e) shall

not

deemed

disregard

any

dollar

amounts

monetary

thresholds

set

forth

any

Exhibit 10.1

- 48 -

representation or warranty

in Article 3

(and, for the

avoidance of doubt,

in no event

shall “Material

Contract” be read to mean “Contract”).

Section 9.2

Indemnity Actions. All

claims for indemnification

or defense under

Section

5.1(d), Schedule 5.9(a) and Section 9.1 shall be asserted and resolved as follows:

(a)

For

purposes

hereof,

(i)

the

term

“Indemnifying

Person”

when

used

connection with particular Damages or Proceedings, as

applicable, shall mean the Party having an

obligation

indemnify

defend

another

Person

Persons

with

respect

such

Damages

Proceedings, as applicable,

pursuant to Section

5.1(d), Schedule 5.9(a) or

this Article 9 and

(ii) the

term “Indemnified Person”

when used in

connection with particular

Damages or Proceedings,

applicable, shall mean the Person

or Persons having the right

to be indemnified or defended

with

respect to such

Damages or

Proceedings, as applicable,

by a Party

or Parties pursuant

to Section

5.1(d), Schedule 5.9(a) or this Article 9.

(b)

make

claim

for

indemnification

defense

under

Section

5.1(d),

Schedule 5.9(a) or Section 9.1, an Indemnified Person

shall notify the Indemnifying Person of its

claim

under

this

Section

9.2

including

the

specific

details

and

specific

basis

under

this

Agreement for

its claim

(the “Claim

Notice”). In

the event

that the

claim for

indemnification or

defense is

based upon

a claim

by a

Third Party

against the

Indemnified Person (a

“Third Person

Claim”),

the

Indemnified Person

shall

provide

its

Claim

Notice

promptly

after the

Indemnified

Person has actual knowledge of

the Third Person Claim

and shall enclose a copy

of all papers (if

any) served with respect to

the Third Person Claim;

provided

, that the failure of

any Indemnified

Person to give notice of a Third Person Claim

as provided in this Section 9.2 shall

not relieve the

Indemnifying Person of its

obligations under Section 5.1(d),

Schedule 5.9(a) or Section

9.1 except

(i) to the extent such failure results

in insufficient time being available to permit the Indemnifying

Person to effectively defend against

the Third Person Claim or

otherwise materially prejudices

the

Indemnifying Person’s ability

to defend

against the

Third Person

Claim, or

(ii) if

such Third

Person

Claim is in respect of

a Retained Liability or

an Assumed Liability, as the case may be,

then to the

extent

any

legal

action

taken

the

Indemnified

Person

(prior

the

giving

such

notice)

response to such

Third Person Claim without

the consent of

the Indemnifying Person

increases the

amount of such

Third Person Claim.

In the event

that the claim

for indemnification or

defense is

based

upon

inaccuracy

breach

representation,

warranty,

covenant,

agreement,

the

Claim

Notice

shall

specify

the

representation,

warranty,

covenant,

agreement

that

was

inaccurate or breached.

(c)

In the

case of

claim

for

indemnification

defense

based upon

Third

Person Claim, the Indemnifying Person shall have 30 days from its receipt of the Claim Notice to

notify the Indemnified Person whether it admits or

denies its obligation to defend the Indemnified

Person against such Third Person Claim under Section 5.1(d), Schedule 5.9(a) or this Article 9. If

the

Indemnifying

Person

does

not

notify

the

Indemnified

Person

within

such

30-day

period

whether the Indemnifying

Person admits or

denies its obligation

to defend

the Indemnified Person,

shall

conclusively

deemed

have

denied

such

indemnification

defense

obligation

hereunder.

The Indemnified

Person is

authorized, prior

to and

during such

30-day period,

to file

any

motion,

answer,

other

pleading

that

shall

deem

necessary or

appropriate

protect

its

interests or

those of

the Indemnifying

Person and

that is

not prejudicial

to the

Indemnifying Person;

provided

that

such

Third

Person

Claim

respect

Retained

Liability

Assumed

Exhibit 10.1

- 49 -

Liability,

as the case may be,

then the Indemnified Person shall

not take any other legal

action in

response to such Third Person Claim without the consent of the Indemnifying Person.

(d)

If the Indemnifying Person admits its obligation,

it shall have the right and

obligation to diligently defend,

at its sole cost

and expense, the

Third Person Claim;

provided

, that

Buyer (and not Seller) shall be entitled

to defend any Third Person Claim that

is a Tax Proceeding

to the extent

that such Third

Person Claim could

reasonably be expected

to have an

adverse impact

on Buyer

or any

of its

Affiliates

or the

Assets following

the Closing

or is

not fully

indemnified

under this Agreement, but Seller may, at its own expense, reasonably participate in the defense of

such Third Person Claim to the

extent the resolution of such Third

Person Claim could reasonably

result in

liability

for Seller

under this

Agreement

and in

such

case Buyer

shall not,

without

the

written

consent

Seller,

settle

such

Third

Person

Claim

(such

consent

not

unreasonably

withheld, conditioned or delayed). Except

as otherwise provided in this

Section 9.2(d) or Section

9.2(e),

(i)

the

Indemnifying

Person

shall

have

full

control

such

defense

and

proceedings,

including any compromise or settlement

thereof, and (ii) if such

Third Person Claim is

in respect

of a Retained Liability or

an Assumed Liability,

as the case may be, then

the Indemnified Person

shall not

take any other

legal action

in response to

such Third Person

Claim without

the consent

the

Indemnifying

Person.

requested

the

Indemnifying

Person,

the

Indemnified

Person

agrees to cooperate

in contesting

any Third

Person Claim

that the

Indemnifying Person

elects to

contest

(

provided

however

that

the

Indemnified

Person

shall

not

required

bring

any

counterclaim

cross-complaint

against

any

Person).

The

Indemnified

Person

may

its

own

expense participate in, but not control, any defense

or settlement of any Third Person Claim to

the

extent

controlled

the

Indemnifying

Person

pursuant

this

Section

9.2(d).

Indemnifying

Person shall

not, without

the written

consent of

the Indemnified

Person, settle

any Third

Person

Claim or consent to the

entry of any judgment

with respect thereto that

(i) does not result in

a final

resolution of the Indemnified Person’s liability with respect to the Third Person Claim (including,

in the case

of a settlement,

an unconditional written

release of the

Indemnified Person), (ii)

may

materially and adversely

affect the Indemnified

Person (other than

as a result

of money damages

covered by the indemnity), (iii) requires a non-monetary commitment by the Indemnified Person,

including compliance

with an injunction

or other

equitable relief,

(iv) includes

any admission

guilt or culpability, or (v) relates to the payment or calculation of Royalties or Taxes.

(e)

the

Indemnifying

Person

does

not

admit

its

obligation

admits

its

obligation

but

fails

diligently

defend

settle

the

Third

Person

Claim,

then

the

Indemnified

Person shall have the right to defend against the Third Person Claim (at the sole cost and expense

the

Indemnifying Person,

the

Indemnified Person

entitled

defense

indemnification

hereunder)

with

counsel

the

Indemnified

Person’s

choosing,

subject

the

right

the

Indemnifying Person to admit its obligation and assume the

defense of the Third Person Claim to

the extent provided in Section

9.2(d) at any time prior to

settlement or final determination thereof.

the

Indemnifying

Person

has

not

yet

admitted

its

obligation

provide

indemnification

defense with respect to a Third Person Claim, the

Indemnified Person shall send written notice to

the Indemnifying Person

of any proposed

settlement and the

Indemnifying Person shall

have the

option for ten days following receipt

of such notice to (i) admit in

writing its obligation to provide

indemnification or

defense with

respect to

the Third

Person Claim

and (ii)

if its

obligation is

admitted,

assume

the

defense

the

Third

Person

Claim,

including

the

power

reject,

its

reasonable judgment,

the proposed

settlement;

provided

, that

the Indemnifying

Person shall

not,

without the written

consent of the

Indemnified Person, settle

any Third Person

Claim or consent

Exhibit 10.1

- 50 -

to the

entry of

any judgment

with respect

thereto that

relates to

the payment

or calculation

of Taxes.

If the Indemnified

Person settles any

Third Person Claim

over the objection

of the Indemnifying

Person after

the Indemnifying

Person has

timely admitted

its obligation

in writing

and assumed

the

defense

Third

Person

Claim

that

the

Indemnifying

Person

entitled

control,

the

Indemnified Person shall be deemed to have waived any right to indemnity therefor.

(f)

In the case

of a claim for

indemnification or defense

not based upon

a Third

Person Claim, the Indemnifying Person shall have 30 days from its receipt of the Claim Notice to

(i)

cure

the

Damages

complained

Proceedings

occurring,

applicable,

(ii)

admit

its

obligation to provide indemnification or defense with respect to such

Damages or Proceedings, as

applicable,

(iii)

dispute

the

claim

for

such

indemnification

defense.

the

Indemnifying

Person

does

not

notify

the

Indemnified

Person

within

such

30-day

period

that

has

cured

the

Damages or

Proceedings, as

applicable, or

that it

disputes the

claim for

such indemnification

defense, the Indemnifying

Person shall be

deemed to have

disputed such claim

for indemnification

or defense.

Section 9.3

Limitation on Actions.

(a)

The representations and warranties of

the Parties in Article

3 and Article 4

and the covenants and agreements

of the Parties

in Article 5 and Article 10

(other than the proviso

appearing

the

last

sentence

Section

5.5,

Section

5.7,

Section

5.16,

Section

5.17,

Section

5.19(d),

Section

5.20,

and

Section

5.22)

and

the

corresponding

representations,

warranties,

covenants and

agreements confirmed

in the

certificates delivered

at Closing

pursuant to

Section

7.2(c)

and

Section

7.3(b),

applicable,

shall

terminate

Closing,

except

that

(i)

the

Seller

Fundamental

Representations,

the

Buyer

Fundamental

Representations

and

the

corresponding

representations

and

warranties

confirmed

the

certificates

delivered

Closing

pursuant

Section 7.2(c) and Section 7.3(b) shall survive the Closing for seven years

following the Closing,

(ii) the

representations and

warranties of

Seller in

Section 3.8,

the covenants

and agreements

Seller in Article 5

that relate to Taxes,

the covenants and agreements

of the Parties

in Article 10,

and

the

corresponding

representations,

warranties,

covenants

and

agreements

confirmed

the

certificates

delivered

Closing

pursuant

Section

7.2(c)

and

Section

7.3(b)

shall

survive

the

Closing until

the earlier

of seven

years following

the Closing

or the

expiration of

the applicable

statute of limitations,

(iii) the other

representations and warranties

of Seller in

Article 3 (other

than

the Seller Fundamental

Representations and the

representations and warranties

of Seller in

Section

3.8,

Section

3.15,

Section

3.20,

Section

3.22,

and

Section

3.27),

the

other

covenants

and

agreements

set

forth

Section

5.3,

Section

5.4,

Section

5.9,

and

Section

5.13

and

the

corresponding representations, warranties, covenants

and agreements confirmed in

the certificate

delivered at Closing pursuant to

Section 7.2(c) shall survive the

Closing for a period of one

year,

(iv) the

representations and

warranties set

forth in

Section 3.20

and Section

3.22, the

covenants

and

agreements

set

forth

Section

5.6

and

the

corresponding

representations,

warranties,

covenants

and

agreements

confirmed in

the

certificate

delivered

Closing

pursuant

Section

7.2(c) shall survive

the Closing

for a period

of four

years, (v)

the representations

and warranties

set forth

in Section

3.15

and the

corresponding representations

and warranties

confirmed in

the

certificate delivered at Closing pursuant to Section 7.2(c) shall survive the Closing for a period of

two years,

and (vi)

the representations

and warranties

set forth

in Section

3.27 and

Section 4.13

and

the

corresponding

representations

and

warranties

confirmed

the

certificates

delivered

Closing pursuant to Section 7.2(c)

and Section 7.3(b) shall survive the

Closing for a period of five

Exhibit 10.1

- 51 -

years.

The

remainder

this

Agreement

(including

the

disclaimers

and

acknowledgments

Section

3.32

and

Section

4.10)

shall

survive

the

Closing

without

time

limit

except

(A)

may

otherwise

expressly

provided

herein,

(B)

for

covenants

and

agreements

set

forth

this

Agreement that, by their terms, are to be completed prior to Closing, which shall

only survive for

one

year

after

the

Closing

Date,

and

(C)

all

other

covenants

and

agreements

set

forth

this

Agreement, which

shall survive until

fully satisfied and/or

performed in accordance

with the terms

hereof

(unless

otherwise

specifically

provided

this

Agreement).

Representations,

warranties,

covenants, and agreements shall be of no further force and

effect after the date of their expiration;

provided

that

there

shall

termination

any

bona

fide

claim

asserted

pursuant

this

Agreement

with

respect

such

representation,

warranty,

covenant,

agreement

prior

its

expiration date.

(b)

The

indemnity

and

defense

obligations

Section

9.1(a)(i),

Section

9.1(a)(ii),

Section 9.1(b)(i),

and Section 9.1(b)(ii)

shall terminate as

of the termination

date of each

respective representation, warranty, covenant,

or agreement that is subject to indemnification and

defense

thereunder,

except

each

case

matters

for

which

specific

written

claim

for

indemnity or defense

has been delivered to

the Indemnifying Person

on or before such

termination

date. The

indemnity and

defense obligation

in Section

9.1(a)(iii) shall

not terminate.

The indemnity

and defense obligation

in Section 9.1(b)(iii)

shall terminate

10 years

after the

Closing Date.

The

indemnity and

defense obligations

in Section

9.1(b)(iv) and

Section 9.1(b)(v)

shall terminate

the date

that is

the earlier

of 7

years following

the Closing

or the

expiration of

the applicable

statute

of limitations.

(c)

Seller shall not have any

liability for any indemnification or

defense under

Section 9.1(b)(ii) (other than with respect to Section 3.8, Section 3.20

and the Seller Fundamental

Representations)

Section

9.1(b)(v)

for

any

individual

Damage

(whether

the

subject

Proceeding subject to an obligation

to defend or otherwise) or

Proceeding, unless the amount with

respect

such

Damage

the

Damages

involved

such

Proceeding

exceeds

$400,000

(the

“Individual Indemnity

Threshold”);

provided,

however

, that,

with respect

to a

breach of

Section

3.15, Seller shall not have any liability for

any indemnification or defense under Section

9.1(b)(ii)

for any individual Damage (whether the

subject of a Proceeding subject to an

obligation to defend

otherwise)

Proceeding

unless

the

amount

with

respect

such

Damage

the

Damages

involved

such

Proceeding

exceeds

$250,000

(the

“Individual

Environmental

Indemnity

Threshold”);

provided, further

, that with respect to a breach of Section 3.20, Seller shall

not have

any

liability

for

any

indemnification

defense

under

Section

9.1(b)(ii)

for

(x) any

individual

Damage (whether

the

subject

Proceeding subject

obligation

defend or

otherwise)

Proceeding

respect

such

breach

unless

the

amount

with

respect

such

Damage

the

Damages involved in such

Proceeding exceeds $250,000

or (y) Damages (whether the

subject of

Proceeding

subject

obligation

defend

otherwise)

Proceedings

respect

such

breach

the

extent

such

Damages

the

Damages

involved

such

Proceeding

exceed

the

Allocated Value

of the affected Asset.

(d)

Seller shall not have any

liability for any indemnification or

defense under

Section 9.1(b)(ii) (other than with

respect to the Seller Fundamental Representations,

Section 3.8

and Section 3.20) until and

unless the aggregate amount of the

liability for all Damages (whether

the

subject

Proceeding

subject

obligation

defend

otherwise)

that

exceed

the

Individual

Indemnity

Threshold

the

Individual

Environmental

Indemnity

Threshold,

Exhibit 10.1

- 52 -

applicable, and for which

Claim Notices are delivered

by Buyer exceeds

$200,000,000, and then

only to the extent such Damages exceed $200,000,000.

(e)

Notwithstanding

anything

the

contrary

contained

elsewhere

this

Agreement, (i) Seller shall not be required to indemnify or defend the

Buyer Group under Section

9.1(b)(ii)

(other

than

with

respect

the

Seller

Fundamental

Representations,

Section

3.8

and

Section 3.20) for aggregate

Damages (whether the subject

of a Proceeding subject

to an obligation

to defend or

otherwise) in excess

of ten percent

(10%) of the

Purchase Price, (ii)

Seller shall not

required

indemnify

defend

the

Buyer

Group

under

Section

9.1(b)(iii)

for

aggregate

Damages (whether

the subject

of Proceeding

subject to

an obligation

to defend

or otherwise)

excess of $2,000,000,000,

and (iii) Seller

shall not

be required to

indemnify or defend

the Buyer

Group under Section 9.1(b) for aggregate Damages

(whether the subject of Proceeding subject to

an obligation to defend or otherwise) in excess of the Purchase Price.

(f)

The amount of

any Damages

(whether the

subject of

a Proceeding

subject

to an obligation to defend

or otherwise) for which an

Indemnified Person is entitled to

indemnity

under this Article 9 shall be reduced

by the amount of insurance proceeds actually

received by the

Indemnified Person or its

Affiliates with respect to such

Damages (net of any collection

costs, and

excluding the proceeds of any insurance policy issued

or underwritten by the Indemnified Person

or its Affiliates).

(g)

event

shall

any

Indemnified

Person

entitled

duplicate

compensation with respect to the

same Damage (whether the subject of

a Proceeding subject to an

obligation to defend

or otherwise), liability,

loss, cost, expense, claim,

award, or judgment

under

more than one provision of this Agreement and the Transaction Documents.

(h)

Notwithstanding anything to the contrary in this Agreement, (i) in no event

shall Seller’s indemnity or

defense obligation under

Section 9.1(b)(iii) nullify

any prior or

existing

indemnity,

assumption of

liability or

right of

contribution from

Buyer or

any of

its Affiliates

favor

Seller

any

its

Affiliates,

and

(ii)

Seller

shall

have

indemnification

defense

obligation

pursuant

Section

9.1(b)(iii)

the

extent

any

such

prior

existing

indemnity,

assumption of liability or

right of contribution

from Buyer or any

of its Affiliates in

favor of Seller

or any of its Affiliates.

ARTICLE 10

TAX MATTERS

Section 10.1

Tax Allocations; Tax

Returns.

(a)

Seller shall be

allocated, bear and

be responsible for

all Asset Taxes that are

attributable to

(i) any

Tax

period ending

at or

prior to

the Effective

Time

and (ii)

the portion

any

Straddle

Period

ending

the

Effective

Time.

Subject

Seller’s

indemnity

and

defense

obligations in Section 9.1(b), Buyer shall be

allocated, bear and be responsible for

all Asset Taxes

that are attributable

to (x)

any Tax

period beginning

after the Effective

Time

and (y) the

portion

of any Straddle Period beginning after the Effective Time. For purposes of allocating Asset Taxes

pursuant

this

Section

10.1(a),

(A) Asset

Taxes

that

are

attributable

the

severance

production

Hydrocarbons

(other

than

such

Asset

Taxes

described

clause (C))

shall

Exhibit 10.1

- 53 -

allocated

the

period

which

the

severance

production

giving

rise

such

Asset

Taxes

occurred,

(B) Asset

Taxes

that

are

based

upon

sales

receipts

imposed

transactional basis (other than such Asset Taxes

described in clause (A) or (C)) shall be

allocated

to the

period in

which the

transaction giving

rise to such

Asset Taxes occurred and

that

are

valorem,

property

other

Asset

Taxes

imposed

periodic

basis

pertaining

Straddle Period shall

be allocated between

the portion of

such Straddle Period

ending immediately

prior to the

Effective Time and the

portion of such

Straddle Period

beginning at the

Effective Time

by prorating each

such Asset

Tax

based on the

number of days

in the applicable

Straddle Period

that

occur

before

the

date

which

the

Effective

Time

occurs,

the

one

hand,

and

the

number

days

such

Straddle

Period

that

occur

after

the

date

which

the

Effective

Time

occurs,

on the other hand.

(b)

Seller shall be

allocated, bear

and be responsible

for (i) all

Taxes (other than

Asset Taxes)

of, imposed

on or

attributable to

Newco or

SWEPI that

are attributable

to (A)

any

Tax

period ending

on or

before the

Closing Date

and (B)

the portion

of any

Current Tax

Period

ending on

and including

the Closing

Date and

(ii) all

Taxes

imposed with

respect to

or that

are

attributable

any

Combined

Return.

For

purposes

allocating

Taxes

pursuant

Section

10.1(b)(i) for any Current Tax Period, such Taxes shall be allocated based on a deemed closing of

the

books

Newco

SWEPI,

applicable,

the

end

the

day

the

Closing

Date.

Notwithstanding anything herein to the

contrary, any franchise or similar Tax shall be allocated to

the period during which the income, operations, assets or capital comprising the base of such Tax

is measured,

regardless of

whether the

right to

do business

for another

period is

obtained by

the

payment of such Tax.

(c)

To the extent the actual amount of an Asset Tax is not known at

the time an

adjustment is to be made with respect to such Asset Tax pursuant to Section 2.5 or Section 7.4, as

applicable, the Parties shall utilize the most recent information available in estimating the amount

of such

Asset Tax

for purposes

of such

adjustment. To

the extent

the actual

amount of

an Asset

Tax (or the

amount thereof paid or economically borne by a

Party) is ultimately determined to be

different

than

the

amount

(if

any)

that

was

taken

into

account

the

Purchase

Price

finally

determined pursuant to Section 7.4(b),

timely payments will be made

from one Party to the

other

(without

duplication

Section

2.2(d))

the

extent

necessary

cause

each

Party

bear

the

amount of such Asset Tax that is allocable to such Party under Section 10.1(a).

(d)

With respect to Tax Returns required to be filed by or with respect

to Seller

or Newco, Seller shall and shall cause Newco to prepare and timely

file all such Tax

Returns that

are required

filed

prior

the

Closing

Date in

manner consistent

with

past

practice and

Seller

shall

and

shall

cause

Newco

pay

the

applicable

Governmental

Authority

all

Taxes

shown to be due on such Tax

Returns. Seller shall prepare and timely file or cause to

be prepared

and timely filed, in a manner consistent with

past practice, all Tax

Returns that are required to be

filed

with

respect to

SWEPI and

pay

cause

paid

the

applicable Governmental

Authority all Taxes required to be paid with respect to such Tax

Returns. Seller shall also prepare

and timely file or cause to be prepared and timely filed, in a manner consistent with past practice,

all Combined

Returns that

are required

to be

filed and

pay or

cause to

be paid

to the

applicable

Governmental Authority all

Taxes required to be paid

with respect to

such Combined Returns

and,

for the

avoidance of

doubt, neither

Buyer nor

any of

its Affiliates

shall have

any liability, obligation

or responsibility

with respect

to any

Combined Return

or any

Taxes

imposed with

respect to

Exhibit 10.1

- 54 -

that are attributable to any Combined Return. Newco shall prepare and timely file

all Tax Returns

that are required to be filed

by or with respect to Newco

on or after the Closing Date

for any Tax

period that

ends before

or includes

the Closing

Date (other

than Combined

Returns) and

Buyer

shall pay or cause Newco to pay to the applicable Governmental Authority

all Taxes shown

to be

due on

such Tax

Returns;

provided

however

, that

to the

extent any

such Taxes

constitute Seller

Taxes,

the payment

of such

Seller Taxes

shall be

on behalf

of Seller

and, within

five days

after

such payment, Seller shall

pay to Buyer

such Seller Taxes.

The Parties agree

that (i) this

Section

10.1(d) is intended to solely address the timing and manner

in which certain Tax Returns are filed

and the Taxes

shown thereon are paid to the

applicable Governmental Authority,

and (ii) nothing

in this Section 10.1(d) shall

be interpreted as altering

the manner in which

Taxes

are allocated to

and economically borne by the Parties.

Section 10.2

Tax Refunds.

the extent that Newco actually receives a

refund or credit

within

two

years

following

the

Closing

Date

with

respect

Taxes

paid

Seller

prior

the

Effective Time

(excluding any such

refund or credit to

the extent it (a)

was taken into

account in

the Purchase

Price as

finally determined pursuant

to Section

7.4(b) or

(b) is

attributable to any

loss,

credit

other

Tax

attribute

arising

taxable

year

(or

portion

thereof)

beginning

after

the

Effective Time that is carried back to a

taxable year (or a portion thereof)

ending on or prior to

the

Effective Time) (each non-excluded

refund, a “Pre-Effective

Refund”), such Pre-Effective

Refund

shall be for the account of Seller. Buyer shall forward, and shall cause its Affiliates to forward, to

Seller any such Pre-Effective Refund that is for Seller’s account pursuant to this Section 10.2 (net

of (x) any Taxes

payable by Buyer or

any of its Affiliates

(including Newco) attributable to such

Pre-Effective Refund and (y) any expenses incurred

by Buyer or any of its Affiliates

in obtaining

such amounts)

within 30

days after

such Pre-Effective Refund

is received

or realized.

To the extent

that Seller or any

of its Affiliates receives a

refund or credit with

respect to Taxes for which Buyer

is responsible

pursuant to

this Agreement

(including Asset

Taxes

allocable to

Buyer pursuant

Section 10.1(a)), excluding any such refund or credit to the extent it was taken into account in the

Purchase Price as finally determined pursuant to

Section 7.4(b), such refund or credit

shall be for

the account of Buyer,

and Seller shall forward,

and shall cause its

Affiliates to forward,

to Buyer

any such refund or

credit (net of (1)

any Taxes payable by Seller or any

of its Affiliates (excluding

Newco)

attributable

such

refund

credit

and

(2)

any

reasonable

out-of-pocket

expenses

incurred by

Seller

any

of its

Affiliates

in obtaining

such amounts)

within

30 days

after such

refund

credit

received

realized.

any

amount

actually

paid

Party

pursuant

this

Section 10.2 is subsequently challenged successfully by

any Governmental Authority,

such Party

shall repay

to the

other Party

such amount

(together with

any interest

and penalties

assessed by

such Governmental Authority in respect of such amount).

Section 10.3

Tax Cooperation. Buyer and Seller shall reasonably cooperate as and to the

extent

reasonably

requested

the

other

Party,

connection

with

obtaining

any

Pre-Effective

Refund,

the

filing

Tax

Returns

and

any

audit,

litigation

other

proceeding

with

respect

Taxes (each a “Tax

Proceeding”) that is related to Taxes imposed on or with

respect to the assets,

operations or activities of SWEPI or Newco.

Section 10.4

Characterization of Certain Payments. The Parties agree that any payments

made pursuant to

Section 7.4, Article

9 or this

Article 10 shall

be treated for

all Tax

purposes as

an adjustment to the Purchase Price unless otherwise required by Law.

Exhibit 10.1

- 55 -

Section 10.5

Transfer

Taxes.

Notwithstanding

anything

the

contrary

this

Agreement, any sales, use, transfer, real

property transfer, registration, documentary, stamp, value

added or

similar

Taxes

imposed

payable

connection

with

the

purchase

and

sale

the

Subject Interests contemplated by

this Agreement (“Transfer Taxes”) shall be borne 50 percent

Seller

and

percent

Buyer.

The

Party

responsible

under applicable

Law for

filing

the

Tax

Returns with

respect to

any such

Transfer Taxes

shall prepare

and timely

file such

Tax

Returns,

promptly provide

a copy

of such

Tax Return to the

other Party, and

pay such Transfer

Taxes shown

to be due on

such Tax Return. Seller and Buyer shall,

and shall cause their

respective Affiliates to,

cooperate in good

faith to minimize,

to the extent

permissible under applicable

Law,

the amount

of any such Transfer Taxes and timely prepare and file any

Tax Returns or other filings relating to

such

Transfer

Taxes,

including

any

claim

for

exemption

exclusion

from

the

application

imposition of any Transfer Taxes.

One half of the amount of any Transfer Taxes

due with respect

to any Tax Return to be filed under this Section 10.5 shall be paid by the

other Party to the paying

Party at least two Business Days prior to the due date for the filing of such Tax Returns.

Section 10.6

Termination

Tax

Agreements.

Any

Tax

sharing,

Tax

indemnity,

Tax

receivable, Tax

allocation or

similar Contract

(other than

any Customary

Agreement) involving

Newco or pursuant to

which Newco could otherwise have

any liability shall be terminated

prior to

the

Closing

Date

and,

after

the

Closing,

none

the

Buyer,

Newco,

any

their

respective

Affiliates shall be bound thereby or have any liability thereunder.

Section 10.7

Purchase Price Allocation. It is

the intent of the Parties

that the acquisition

by Buyer of the Subject

Interests is treated as an

acquisition by Buyer of

the assets of Newco

for

U.S. federal (and applicable state and local) Income Tax purposes and Buyer and Seller shall, and

shall cause their respective Affiliates to, not take any position for Tax

purposes (including on any

Tax

Return,

any

Tax

Proceeding

otherwise)

that

inconsistent

with

such

intended

Tax

treatment unless otherwise

required by applicable

Law.

Buyer and Seller

shall use commercially

reasonable efforts to agree, within 60 days after the Closing Date, to an allocation of

the Purchase

Price

(and any

other

item

included

computing consideration

for

applicable

U.S.

federal

(and

applicable state and

local) income tax purposes

to the extent known

at such time)

among the assets

Newco

accordance

with

Section

1060

the

Code,

applicable,

and

the

Treasury

Regulations

promulgated

thereunder

(the

“Tax

Allocation”).

Seller

and

Buyer

reach

agreement

with

respect

the

Tax

Allocation,

(i)

Buyer

and

Seller

shall

use

commercially

reasonable

efforts

update

the

Tax

Allocation

accordance

with

Section

1060

the

Code

following

any

adjustment

the Purchase

Price

pursuant

this

Agreement,

and

(ii)

Buyer

and

Seller

shall,

and

shall

cause

their

Affiliates

to,

report

consistently

with

the

Tax

Allocation,

adjusted, on

all Tax

Returns, including

Internal Revenue

Service Form

8594 (Asset

Acquisition

Statement under Section

1060), which Buyer

and Seller shall

timely file with

the Internal Revenue

Service, and neither

Seller nor Buyer

shall take any position

on any Tax Return that is

inconsistent

with

the

Tax

Allocation,

adjusted,

unless

otherwise

required

applicable

Law;

provided,

however

, that neither

Party shall be

unreasonably impeded

in its ability

and discretion to

negotiate,

compromise and/or settle any Tax Proceeding in connection with such Tax

Allocation.

Section 10.8

Amended Returns. Unless required

by applicable Law or

except as set forth

below, no amended Tax Return with respect to

a Tax period (or portion thereof)

ending on or

prior

to the Effective Time shall

be filed by or on behalf of Newco without the prior written

consent of

Seller (such

consent not

to be

unreasonably withheld,

conditioned, or

delayed) if

such amended

Exhibit 10.1

- 56 -

Tax

Return would increase the

Taxes

for which Seller is

obligated to indemnify or

defend Buyer

under Section 9.1(b)(iv).

ARTICLE 11

MISCELLANEOUS

Section 11.1

Counterparts.

This

Agreement

may

executed

counterparts,

each

which shall

be deemed

an original

instrument, but

all such

counterparts together

shall constitute

but one agreement.

Either Party’s

delivery of an

executed counterpart signature

page by email

as effective as

executing and

delivering this

Agreement in

the presence

of the

other Party. No Party

shall be bound until such time as all of the Parties have executed counterparts of this Agreement.

Section 11.2

Notice. All

notices and

other communications

that are

required or

may be

given

pursuant

this

Agreement must

given

writing,

English,

and shall

deemed to

have been given (a) when delivered personally, by courier, to the addressee, (b) when received by

the

addressee if

sent

registered or

certified

mail,

postage

prepaid,

(c)

the

date

sent

email (upon affirmative or automated

reply by email by the

intended recipient that such

email was

received) if sent during normal business hours of the recipient or on the next Business Day if sent

after normal business hours of the recipient. Such notices and other communications must be sent

to the following addresses or email addresses:

If to Buyer:

Danny Yick

Sr. Director,

Acquisitions & Divestitures

925 N. Eldridge Parkway

Houston, Texas 77079

SP1-21-21-N096

Email: [email protected]

With a copy (which shall not constitute notice) to:

Joseph Adams

Lead Counsel, L48 Transactions

925 N. Eldridge Parkway

Houston, Texas 77079

SP1-16-16-N154

E-mail:

[email protected]

If to Seller:

Parag Mathur

Deal Lead, Deepwater and Shales

Shell Enterprises LLC

150 N. Dairy Ashford

Houston, Texas 77079

Exhibit 10.1

- 57 -

E-mail:

[email protected]

Either Party may change its address or email address for notice purposes by written notice

to the other Party in the manner set forth above.

Section 11.3

Newco

Transaction

Expenses.

All

Newco

Transaction

Expenses

shall

borne by Seller (and not Newco), regardless of whether

payable prior to or on the Closing Date or

thereafter.

Section 11.4

Governing Law.

(a)

THIS AGREEMENT AND

THE LEGAL RELATIONS

BETWEEN THE

PARTIES

SHALL BE GOVERNED

BY AND CONSTRUED

IN ACCORDANCE WITH

THE

LAWS

OF THE STATE

OF TEXAS WITHOUT REGARD TO PRINCIPLES

OF CONFLICTS

LAW

THAT

WOULD

REQUIRE

THE

APPLICATION

THE

LAWS

ANOTHER

JURISDICTION.

(b)

THE

PARTIES

HEREBY

IRREVOCABLY

SUBMIT

THE

EXCLUSIVE JURISDICTION

OF THE

FEDERAL COURTS

OF THE

UNITED STATES

AMERICA

LOCATED

HARRIS

COUNTY,

TEXAS

(OR,

REQUIREMENTS

FOR

FEDERAL

JURISDICTION

ARE

NOT

MET,

STATE

COURTS

LOCATED

HARRIS

COUNTY,

TEXAS) AND

APPROPRIATE

APPELLATE

COURTS

THEREFROM FOR

THE

RESOLUTION OF ANY DISPUTE, CONTROVERSY,

OR CLAIM ARISING OUT OF OR IN

RELATION

THIS

AGREEMENT,

AND

EACH

PARTY

HEREBY

IRREVOCABLY

AGREES

THAT

ALL

ACTIONS,

SUITS,

AND

PROCEEDINGS

RESPECT

SUCH

DISPUTE, CONTROVERSY,

OR CLAIM MAY

BE HEARD

AND DETERMINED

IN SUCH

COURTS. EACH PARTY

HEREBY IRREVOCABLY WAIVES,

TO THE FULLEST EXTENT

PERMITTED

APPLICABLE

LAWS,

(i)

ANY

OBJECTION

MAY

NOW

HEREAFTER

HAVE

THE

LAYING

VENUE

ANY

SUCH

ACTION,

SUIT,

PROCEEDING IN

ANY OF THE

AFORESAID COURTS, (ii) ANY

CLAIM IT MAY NOW OR

HEREAFTER

HAVE

THAT

ANY

SUCH

ACTION,

SUIT,

PROCEEDING

HAS

BEEN

BROUGHT

INCONVENIENT

FORUM,

AND

(iii)

THE

RIGHT

OBJECT,

CONNECTION

WITH

SUCH

ACTION,

SUIT,

PROCEEDING,

THAT

ANY

SUCH

COURT

DOES

NOT

HAVE

ANY

JURISDICTION

OVER

SUCH

PARTY.

EACH

PARTY

HEREBY IRREVOCABLY CONSENTS TO THE

SERVICE OF ANY PAPERS, NOTICES, OR

PROCESS

THE

OFFICE

(BUT

NOT

ELECTRONIC

MAIL)

ADDRESS

SET

OUT

SECTION 11.2

OF THIS AGREEMENT

FOR SUCH PARTY

IN CONNECTION WITH

ANY

ACTION,

SUIT,

PROCEEDING

AND

AGREES

THAT

NOTHING

HEREIN

WILL

AFFECT THE RIGHT OF

THE OTHER PARTY

TO SERVE ANY SUCH PAPERS, NOTICES,

PROCESS

ANY

OTHER

MANNER

PERMITTED

APPLICABLE

LAW.

EACH

PARTY

AGREES

THAT

JUDGMENT

ANY

SUCH

DISPUTE,

CONTROVERSY,

CLAIM MAY

BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT

OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.

(c)

EACH

PARTY

HERETO

WAIVES,

THE

FULLEST

EXTENT

PERMITTED BY APPLICABLE LAW,

ANY RIGHT IT MAY

HAVE

TO A TRIAL BY JURY

Exhibit 10.1

- 58 -

RESPECT

ANY

ACTION,

SUIT,

PROCEEDING

ARISING

OUT

RELATING

THIS

AGREEMENT

ANY

TRANSACTION

CONTEMPLATED

HEREBY.

Section 11.5

Waivers.

Any failure by either Party

to comply with any of

its obligations,

agreements or conditions herein contained may be waived by the Party to whom such compliance

is owed by an instrument signed by such

Party and expressly identified as a waiver, but not in any

other manner.

No waiver

of, consent to

a change in,

or any delay

in timely

exercising any rights

arising from, any of the provisions of this Agreement shall be deemed or shall constitute a waiver

of, or

consent to

a change

in, other

provisions hereof

(whether or

not similar),

nor shall

such waiver

constitute a continuing waiver unless otherwise expressly provided.

Section 11.6

Assignment. No

Party shall

assign or

otherwise transfer

all or

any part

this Agreement,

nor shall any

Party assign or

delegate any

of its rights

or duties hereunder, without

the

prior

written

consent

the

other

Party

(which

consent

may

withheld

for

any

reason);

provided,

that Buyer may

assign this Agreement

to an Affiliate

without the prior

written consent

of Seller,

but no

such assignment

shall relieve

or discharge

Buyer of

any liability

or obligations

under or in

connection with

this Agreement. Any

assignment, transfer or

delegation made not

accordance with this Section 11.6 shall be void. Subject to the foregoing,

this Agreement shall be

binding upon and inure to

the benefit of the Parties

and their respective successors

and permitted

assigns.

Section 11.7

Entire Agreement.

This Agreement

(including, for

purposes of

certainty, the

Appendices, Exhibits and

Schedules attached hereto),

the Transaction

Documents, and any

other

documents to

be executed

hereunder, constitute

the entire

agreement between

the Parties

pertaining

to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and

discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

Section 11.8

Amendment.

This

Agreement

may

amended

modified

only

agreement

writing

executed

all

Parties

and

expressly

identified

amendment

modification.

Section 11.9

No Third Party Beneficiaries.

Except (solely with respect to Section 11.13)

the Nonparty Affiliates,

nothing in

this Agreement shall

entitle any Person

other than Buyer

and

Seller and their respective successors and

permitted assigns to any claim,

cause of action, remedy,

or right of any kind,

except the rights expressly

provided in Section 5.1(d)

and Section 9.1 to

the

Persons

described

therein,

which

case

such

Persons

will

regarded

intended

third-party

beneficiaries for the sole purpose of those provisions.

Section 11.10

Construction.

The

Parties

acknowledge

that

(a)

the

Parties

have

had

the

opportunity

exercise

business

discretion

relation

the

negotiation

the

details

the

transaction contemplated hereby, (b) this Agreement

is the result

of arms-length negotiations from

equal

bargaining

positions,

and

(c)

the

Parties

and

their

respective

counsel

participated

the

preparation

and

negotiation

this

Agreement.

Any

rule

construction

that

contract

construed against

the drafter

shall not apply

to the

interpretation or

construction of this

Agreement.

Exhibit 10.1

- 59 -

Section 11.11

Limitation on Damages.

NOTWITHSTANDING ANYTHING TO

THE

CONTRARY,

EXCEPT

FOR

ANY

DAMAGES

INCURRED BY

THIRD PARTIES

FOR

WHICH

INDEMNIFICATION

SOUGHT

UNDER

THE

TERMS

THIS

AGREEMENT,

NONE

BUYER,

SELLER,

NOR

ANY

MEMBER

THE

BUYER

GROUP

SELLER

GROUP,

RESPECTIVELY,

SHALL

ENTITLED

CONSEQUENTIAL,

SPECIAL,

INDIRECT,

PUNITIVE

EXEMPLARY

DAMAGES

CONNECTION

WITH

THIS

AGREEMENT

AND

THE

TRANSACTIONS

CONTEMPLATED

HEREBY

AND,

EXCEPT

OTHERWISE

PROVIDED

THIS

SENTENCE,

EACH

BUYER

AND

SELLER,

FOR

ITSELF

AND

BEHALF

EACH

MEMBER

THE

BUYER

GROUP

SELLER

GROUP,

APPLICABLE,

HEREBY

EXPRESSLY

WAIVES

ANY

RIGHT

CONSEQUENTIAL,

SPECIAL,

INDIRECT,

PUNITIVE OR

EXEMPLARY

DAMAGES IN

CONNECTION

WITH THIS

AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.12

Conspicuous.

THE

PARTIES

AGREE

THAT,

THE

EXTENT

REQUIRED

APPLICABLE

LAW

EFFECTIVE

ENFORCEABLE,

THE

PROVISIONS

THIS

AGREEMENT

BOLD-TYPE

ALL-CAPS

FONT

ARE

“

CONSPICUOUS

” FOR THE PURPOSE OF ANY APPLICABLE LAW.

Section 11.13

Affiliate

Liability.

All

obligations

and/or

other

liabilities

(whether

contract or in tort, in law or in equity, granted

by statute or otherwise) that may be based upon, in

respect

of,

arise

under,

out

reason

of,

connected

with,

relate

any

manner

this

Agreement,

the

Transaction

Documents,

the

negotiation,

execution,

performance

this

Agreement or

the Transaction

Documents (including

any representation

or warranty

made in,

connection with, or

as an inducement

to, this Agreement

or any Transaction

Document), may be

made only against (and are

expressly limited to) the entities that

are expressly identified as Parties

in the preamble

to this Agreement

(or any successor

or permitted assign

of any the

Parties) or, with

respect

any

Transaction

Document,

the

entities

and

individuals

(if

applicable)

identified

parties to

such Transaction

Document (collectively,

the “Contracting

Parties”). Notwithstanding

anything to

the contrary

in this

Agreement, any

Transaction

Document or

otherwise, no

Person

who is not

a Contracting Party,

including any director,

officer,

employee, incorporator,

member,

partner, manager, direct

or indirect

equity holder, Affiliate,

agent, attorney, or

other Representative

of, and

any financial

advisor or

lender to,

any Contracting

Party, or any director, officer, employee,

incorporator, member, partner, manager, direct or indirect equity holder, Affiliate, agent, attorney,

other

Representative

of,

and

any

financial

advisor

lender

to,

any

the

foregoing

(collectively, the “Nonparty

Affiliates”), shall have any liability (whether in contract or in

tort, in

law or in equity, or granted by statute or otherwise) for any obligations or liabilities

arising under,

out of, in

connection with,

or related in

any manner

to this

Agreement or

any of the

Transaction

Documents or

based on,

in respect

of, or

by reason

of this

Agreement or

any of

the Transaction

Documents

the

negotiation,

execution,

performance,

breach

this

Agreement

any

Transaction Document; and, to the

maximum extent permitted

by Law, each Contracting Party, on

behalf of

itself and

all other

Persons, hereby

waives and

releases all

such liabilities

against any

such

Nonparty

Affiliates.

Without

limiting

the

foregoing,

the

maximum

extent

permitted

Law, each Contracting Party,

on behalf of itself and all other Persons, hereby waives and releases

any and all rights,

claims, demands, or causes

of action that may otherwise

be available (including

at law

or in

equity,

or granted

by statute

or otherwise)

to avoid

or disregard

the entity

form of

Contracting Party or otherwise impose

liability of a Contracting Party

on any Nonparty Affiliate,

Exhibit 10.1

- 60 -

whether granted

by statute

or based

on theories

of equity,

agency,

control, instrumentality,

alter

ego,

domination,

sham,

single

business

enterprise,

piercing

the

corporate

other

veil,

distributions, unfairness, undercapitalization, or otherwise.

Section 11.14

Time of Essence. This Agreement contains a number of dates and times by

which performance or the exercise

of rights is due, and

the Parties intend that each and

every such

date and

time be

the firm

and final

date and

time, as

agreed. For

this reason,

each Party

hereby

waives

and

relinquishes

any

right

might

otherwise

have

challenge

its

failure

meet

any

performance

rights

election

date

applicable

the

basis

that

its

late

action

constitutes

substantial performance, to require

the other Party to

show prejudice, or on

any equitable grounds.

Without

limiting the

foregoing, time

is of

the essence

in this

Agreement. If

the date

specified in

this Agreement for

giving any notice

or taking any

action is not

a Business Day

(or if the

period

during which any notice is required to be given or any action taken expires on a date

which is not

a Business Day),

then the date for

giving such notice or

taking such action (and

the expiration date

of such

period during

which notice

is required

to be

given or

action taken)

shall be

the next

day

that is a Business Day.

Section 11.15

Severability. The invalidity

or unenforceability of any term or provision of

this Agreement in any situation or jurisdiction shall not

affect the validity or enforceability of the

other terms or

provisions hereof or

the validity or

enforceability of the

offending term or provision

any

other

situation

any

other

jurisdiction

and

the

remaining

terms

and

provisions

shall

remain in full force and effect, unless doing so

would result in an interpretation of this Agreement

that is manifestly unjust.

Section 11.16

Specific Performance. Each

Party agrees that

if any of the

provisions of this

Agreement

were

not

performed

the

other

Party

accordance

with

their

specific

terms,

irreparable damage would occur,

no adequate remedy at

Law would exist and damages

would be

difficult to determine, and the non-breaching Party shall be entitled to specific

performance of the

terms hereof and

immediate injunctive relief,

without the necessity

of proving the

inadequacy of

money damages

as a

remedy,

in addition

to any

other remedy

available at

law or

in equity

that

such

Party

entitled

seek

pursuant

the

terms

this

Agreement.

Neither

Party

shall

required to

provide any

bond or

other security

in connection

with seeking

any specific

performance

or other

equitable remedy

to enforce

specifically the

terms and

provisions of

this Agreement

accordance with this Section 11.16.

[Signature Pages Follow]

Exhibit 10.1

- 1 -

IN WITNESS WHEREOF

, this Agreement has been signed by

each of the Parties on the

Execution Date.

SELLER:

SHELL ENTERPRISES LLC

By:

Scott S. Porter

Attorney-in-Fact

BUYER:

CONOCOPHILLIPS COMPANY

By:

Andrew D. Hastings

Attorney-in-Fact

Exhibit 10.1

- 1 -

APPENDIX A

ATTACHED

TO AND MADE A PART

OF THAT

CERTAIN

PURCHASE AND SALE AGREEMENT

DATED

AS OF THE EXECUTION DATE

BY AND BETWEEN SELLER AND BUYER

DEFINITIONS

“AAPL” means the American Association of Petroleum Landmen.

“Accounting Firm” has the meaning set forth in Section 7.4(b).

“AFEs”

means authorization for expenditures issued pursuant to a Contract.

“Affiliate”

means, with

respect to

(a) any

Person other

than Newco,

any Person

that directly

indirectly

Controls,

Controlled

under

common

Control

with

such

Person

and

(b)

Seller

Newco,

Shell

Oil

Company,

Delaware

corporation,

and

its

direct

and

indirect

Subsidiaries. Notwithstanding

anything to

the contrary

herein, (a)

prior to

Closing, Newco

shall

be deemed to be an Affiliate of Seller and not Buyer, and (b) from and after Closing, Newco shall

be deemed to be an Affiliate of Buyer.

“Agreement” has the meaning set forth in the Preamble of this Agreement.

“Allocated

Value”

means,

with

respect

any

Lease

Well,

the

portion

the

Base

Purchase Price that is allocated to such Lease or Well on Exhibit

“Anti-Corruption

Laws”

means

(a)

the

United

States

Foreign

Corrupt

Practices

Act

1977;

(b)

the

United

Kingdom

Bribery

Act

2010;

and

(c)

all

applicable

national,

regional,

provincial,

state,

municipal

local

Laws

and

regulations

that

prohibit

tax

evasion,

money

laundering

otherwise

dealing

the

proceeds

crime

the

bribery

of,

the

providing

unlawful

gratuities,

facilitation

payments,

other

benefits

to,

any

Government

Official

any

other Person.

“Asset Taxes”

means any

ad valorem,

property,

excise, severance,

production, sales,

use

and other

similar Taxes

based upon

or measured

by the

operation or

ownership of

the Assets

the

production

Hydrocarbons

therefrom,

but

excluding,

for

the

avoidance

doubt,

Income

Taxes and Transfer

Taxes.

“Assets” means

all of

SWEPI’s

right, title

and interest in

and to

the following

assets and

properties as of the Effective Time (excluding any Retained Assets):

(a)

the Real Property Interests;

(b)

the Wells;

(c)

the Units;

Exhibit 10.1

- 2 -

(d)

all Surface Contracts;

(e)

all Equipment;

(f)

all

Contracts

(including,

(x)

without

limiting

any

disclaimer

Seller

hereunder, with respect to

each joint operating agreement where SWEPI

named

acting

the

operator,

all

SWEPI’s

rights

and

obligations

(including operatorship)

in and

to such

joint

operating

agreement

and (y)

the Related Party Contracts

set forth on

Schedule 5.7) to the

extent related

used

held

for

use

connection

with

(i) the

exploration,

development

operation

the

Real

Property

Interests

the

transportation,

marketing

disposition

Hydrocarbons,

water

other

substances produced

therefrom

(ii) the

Previously-Divested

Properties,

but excluding Contracts to the extent related to the IT Systems;

(g)

all Permits with respect to the exploration, development or operation of the

Properties,

the

Surface

Contracts

the

Equipment

the

transportation,

marketing

disposition

Hydrocarbons,

water

other

substances

produced therefrom, to the extent the foregoing Permits are not included in

the Surface Contracts;

(h)

all Records;

(i)

all

(i)

trade

credits,

accounts

receivable,

notes

receivable,

take-or-pay

amounts

receivable,

and

other

receivables

and

general

intangibles,

attributable

the

other

Assets

with

respect to

periods

times

from

and

after

the

Effective

Time;

and

(ii)

liens

and

security

interests

favor

SWEPI

its

Affiliates,

whether

choate

inchoate,

under

any

Law

Contract to the extent arising from, or

relating to, the ownership, operating,

or sale or

other disposition on

or after the

Effective Time of any of

the other

Assets or to the extent arising in favor of SWEPI as to the

operator or non-

operator of any Property;

(j)

all rights

of SWEPI

to audit the

records of

any Person

and to

receive refunds

payments

any

nature,

and

all

amounts

money

relating

thereto,

whether before, on, or after the Effective Time;

(k)

all claims

for

refunds (whether

way of

refund,

credit, rebate,

offset

otherwise) of,

Tax assets or credits

attributable to

and rights

to receive

funds

from any

Governmental Authority or

any loss carryforwards

with respect or

related to

any Taxes,

whether attributable

to the

period before,

at or

after

the Effective Time; and

(l)

all

(i)

Hydrocarbons

produced

from

and

the

extent

attributable

the

Properties with respect to all

periods subsequent to the Effective

Time, (ii)

Hydrocarbon

inventories

from

attributable

the

Properties

that

are

storage on the

Effective Time, (iii) to the

extent related

or attributable to

the

Properties,

all

production,

plant,

and

transportation

imbalances

the

Exhibit 10.1

- 3 -

Effective

Time,

and

all

make-up

rights

with

respect

take-or-pay

payments,

(iv)

proceeds

from

such

Hydrocarbons;

and

(v)

all

proprietary seismic

data, geological

data, engineering

data, and

other data

and interpretations, files and records

(in whatever form), in each

case to the

extent

the

Assets,

any,

provided

that

Buyer

obtains

any

sublicense

other

similar

arrangement

required

receive

such

data,

interpretations, files, and records;

(m)

the SCADA Systems; and

(n)

all

claims

against

Third

Parties

(including

those

described

Schedule

3.7(b))

the

extent

relating

the

ownership,

use,

construction,

maintenance or operation of the Assets, whether

or not previously asserted

SWEPI, but

excluding

any

such

claims

to the

extent

relating

Seller

Taxes.

“Assignment

Agreement”

means

the

assignment

membership

interest

substantially

the form attached hereto as Exhibit A assigning the Subject Interests to Buyer.

“Assumed

Liabilities”

means

all

duties,

obligations,

claims

and

liabilities

SWEPI

relating

to,

arising

out

of,

resulting

from

the

Assets

SWEPI’s

Newco’s

ownership

operation of the Assets or

of any Previously-Divested Properties,

prior to, on or after

the Effective

Time, but excluding any Seller Taxes.

“Base Purchase Price” has the meaning set forth in Section 2.4.

“Benefit Plan” means any “employee benefit plan,” within the meaning of Section 3(3) of

ERISA, and any bonus, deferred compensation, incentive compensation, employment,

consulting

or other

compensation agreement,

equity, equity purchase

or any

other equity-based

compensation,

change

control,

termination

severance,

sick

leave,

pay,

salary

continuation

for

disability,

hospitalization, medical insurance,

retiree welfare, life insurance,

scholarship, cafeteria, employee

assistance, education or tuition assistance, or fringe benefit policy, plan, program or arrangement.

“Business

Day”

means

any

day

that

not

Saturday,

Sunday

other

day

which

banks are required or authorized by Law to be closed in the State of Texas.

“Buyer” has the meaning set forth in the Preamble of this Agreement.

“Buyer Fundamental

Representations” means

Section 4.2,

Section 4.3,

Section 4.4,

Section

4.5, Section 4.6, Section 4.9, and Section 4.12.

“Buyer Group” means Buyer, its Affiliates, and each of their respective officers, directors,

employees, agents, advisors and other Representatives.

“Buyer Material Adverse Effect” means a Material Adverse Effect with respect to Buyer.

“Central Time”

means the central time zone of the United States of America.

Exhibit 10.1

- 4 -

“CERCLA”

means

the

Comprehensive

Environmental

Response,

Compensation

and

Liability Act, 42 U.S.C. § 9601 et seq., as amended.

“Claim Notice” has the meaning set forth in Section 9.2(b).

“Closing” has the meaning set forth in Section 7.1.

“Closing Date” has the meaning set forth in Section 7.1.

“Closing Payment” has the meaning set forth in Section 7.4(a).

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Combined

Return”

means

any

affiliated,

aggregate,

consolidated,

combined

unitary

Tax

Return with

respect to

any “affiliated

group” as

defined in

Section 1504(a)

of the

Code (or

any analogous affiliated, aggregate, combined, consolidated or

unitary group under state, local or

foreign Income Tax Law) (a) of which Newco

or any predecessor thereof (including

SWEPI) is or

has

been

member,

(b)

which

Seller

any

its

direct

indirect

owners,

Affiliates

Subsidiaries or

any predecessor

thereof (in

each case,

other than

Newco) is

or was

the common

parent and (c) which includes Newco (or any predecessor thereof, including SWEPI).

“Confidentiality Agreement” means that certain

Confidentiality Agreement dated May 24,

2021 between SWEPI and Buyer.

“Confidentiality Restrictions” has the meaning set forth in Section 5.3(b).

“Consent”

means

any

approval,

consent,

change

control

provision,

permission,

ratification, waiver,

notification or

other authorization

that may

be applicable

to the

transactions

contemplated by this Agreement and,

for the avoidance of

doubt, does not include

any change of

control provision if such provision

is subject to a carve-out

for the sale of all

or substantially all of

the

assets

party,

which

carve-out

alone,

satisfied,

sufficient

entirely

negate

the

application of such change of control provision to any particular transaction.

“Contracting Parties” has the meaning set forth in Section 11.13.

“Contracts”

means

all

contracts,

agreements

(including

any

side

letter

agreements

purchase

orders

other

similar

agreements

entered

into

under

any

master

agreement

(such

master services agreements or fleet agreements)), or other legally binding arrangements presently

existing to which SWEPI is a party or by which SWEPI is bound or to which any of the Assets or

the

Subject

Interests

subject,

but

excluding

the

Leases,

the

Surface

Contracts,

and

any

other

instrument

creating

memorializing

the

ownership

any

Properties

Surface

Contracts

included in the Assets.

“Control” means

with respect

to any

Person, the

possession, directly

or indirectly,

of the

power

direct

cause

the

direction

the

management

policies

such

Person,

whether

through the ownership of voting securities, as

trustee or executor, as

general partner or managing

member,

contract

otherwise,

including

the

ownership,

directly

indirectly,

securities

having the power to elect

a majority of the board

of directors or similar body governing

the affairs

Exhibit 10.1

- 5 -

of such Person.

The terms “Controls”

and “Controlled by”

and other derivatives

shall be construed

accordingly.

“Controlled Group Liability” means any and all

liabilities (i) under Title IV of ERISA, (ii)

under Sections

206(g), 302

or 303

of ERISA,

(iii) under

Sections 412,

430, 431,

436 or

4971 of

the

Code,

and

(iv)

result

the

failure

comply

with

the

continuation

coverage

requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.

“Conversion” has the meaning set forth in Section 5.19(a).

“COPAS

”

has the meaning set forth in Section 2.3(a).

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or

associated epidemics, pandemic or disease outbreaks.

“Current Insurance Policies” has the meaning set forth in Section 5.14(a).

“Current Tax

Period” means any Tax

period beginning on or before, and

ending after, the

Closing Date.

“Customary

Agreement”

means

agreement,

contract,

arrangement

commitment

entered into with customers, vendors, lessors or the like in

the ordinary course of business and the

primary purpose of which does not relate to Taxes.

“Customary

Post-Closing

Consents”

means

consents

and

approvals

from

Governmental

Authorities for the transfer of

the Subject Interests to Buyer

that are customarily obtained

after the

transfer of similar Interests.

“Cut-off Date” has the meaning set forth in Section 2.5.

“Damages”

means,

subject

Section

11.11,

any

liability,

loss,

cost,

expense,

award,

obligation, assessment, penalty, fine or judgment

of any kind or character, whether attributable to

personal

injury

death,

property

damage,

contract

claims,

torts,

otherwise,

and

including

penalties and

interest on

any amount

payable as

a result

of any

of the

foregoing and

reasonable

fees and expenses of attorneys, consultants, accountants

or other agents and experts (which,

in the

case of

indemnification, are reasonably

incident to matters

indemnified against, and

the reasonable

costs of enforcement of the indemnity).

“Deposit” has the meaning set forth in Section 2.7.

“DOJ” means the Department of Justice.

“Dollars” means U.S. Dollars.

“Effective Time”

has the meaning set forth in Section 2.2(a).

“Encumbrance(s)”

means

any

charge,

claim,

license,

limitation,

condition,

equitable

interest, mortgage, lien, pledge, option, warrant, security interest, right of first refusal

and/or right

Exhibit 10.1

- 6 -

of first offer, pre-emptive

right, adverse claim or restriction of any kind,

including any restriction

on or transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment,

voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Condition” means (a) a condition with

respect to the air,

soil, subsurface,

surface waters, ground waters and/or sediments that causes an Asset (or Seller,

SWEPI or Newco

with respect to an

Asset) not to

be in compliance with

any Environmental Law,

(b) the existence

with respect to the Assets or the operation thereof of any environmental pollution, contamination,

degradation, damage or injury caused

by or related to an

Asset for which Remediation

is presently

required

(or

known,

would

presently

required)

under

Environmental

Laws,

(c)

any

condition, act or omission with respect to

an Asset or operation thereof that gives rise

to liabilities

or obligations under Environmental Laws.

“Environmental Laws” means,

as the same have

been amended as of

the Execution Date,

any

Law

(including

common

law)

relating

pollution,

the

protection

restoration

the

environment or, as

such relates to Hazardous

Substances, Hydrocarbons or NORM,

occupational

health

and

safety,

natural

resources

including

flora

and

fauna,

natural

resource

damages,

including any such

law relating to

the generation, manufacture,

treatment, storage, disposal,

use,

handling, transportation or Release of any Hazardous Substances, Release of Hydrocarbons, or to

exposure to

Hazardous Substances,

Hydrocarbons or

NORM, including

CERCLA, the

Resource

Conservation and

Recovery Act,

42 U.S.C.

§ 6901

et seq.;

the

Federal Water

Pollution Control

Act, 33

U.S.C. §

1251 et

seq.; the

Clean Air

Act, 42

U.S.C. §

7401 et

seq.; the

Hazardous Materials

Transportation

Act,

U.S.C.

5101

seq.;

the

Toxic

Substances

Control

Act,

U.S.C.

§§

2601 through 2629; the Oil Pollution

Act, 33 U.S.C. § 2701 et seq.; the

Emergency Planning and

Community

Right-to-Know

Act,

U.S.C.

11001

seq.;

the

Safe

Drinking

Water

Act,

U.S.C.

§§

300f

through

300j;

the

Occupational

Safety

and

Health

Act,

and

their

implementing

regulations, along with and all similar state or local acts and regulations.

“Equipment” means SWEPI’s

right, title

and interest in

and to all

equipment, machinery,

fixtures, and other

tangible personal property

and improvements used

or held for

use in connection

with the operation of

the Properties or the handling,

production, storage, transportation, treatment,

or processing, marketing, or disposition of Hydrocarbons from the Properties (whether located on

or off the Properties),

including all rigs,

platforms, constructions, extraction plants,

facilities, gas

systems (for gathering, treating, injection

and compression), water systems (for treating,

disposal

and

injection),

well

heads,

compressors,

casing,

tubing,

rods,

flow

lines,

transmission

lines,

gathering lines, pipelines, derricks, vessels, tanks, boilers, separators, treating equipment,

pumps,

motors, gauges,

valves, heaters,

treaters, machinery,

tools, automation

systems including

meters

and

telemetry

Wells,

power

lines,

telephone

and

communication

lines,

and

all

other

movable

property

and

fixtures

located

upon

used

held

for

use

connection

with

the

Properties, together with

all additions, accessories,

parts, attachments, special

tools and accessions

affixed

thereto

used

connection therewith,

and

including

any

such

equipment,

machinery,

fixtures, and other

tangible personal property

and improvements that

is leased pursuant

to a master

services agreement or fleet agreement, but excluding the IT Systems.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Exhibit 10.1

- 7 -

“ERISA Affiliate”

means any

person or

entity under

common control

with Seller

within

the meaning

of Section

414(b), (c),

(m), or

(o) of

the Code

and the

rules and

regulations issued

thereunder.

“Execution Date” has the meaning set forth in the Preamble of this Agreement.

“FFCRA” means

the Families

First Coronavirus

Response Act,

Pub. L.

No. 116-127 (116th

Cong.) (Mar. 18, 2020).

“Fraud” means

actual fraud by

a Party, which involves

a knowing

and intentional or

willful

misrepresentation

omission

material

fact

with

respect

the

making

(a)

any

representation or warranty set forth in Article 3

or confirmed in the certificate delivered by Seller

at Closing

pursuant to Section

7.2(c) or (b)

Article 4

or confirmed in

the certificate delivered

Buyer

Closing

pursuant

Section

7.3(b),

applicable,

and

each

case,

with

the

intent

inducing any other Party hereto to enter into this Agreement and upon which such other Party has

relied

under

applicable

tort

Laws,

and

does

not

include

any

fraud

claim

based

negligent

misrepresentation, recklessness or any equitable fraud or promissory fraud.

“FTC” means the Federal Trade Commission.

“GAAP” means

United States

generally accepted

accounting principles

as in

effect from

time to time.

“Government

Official”

means

official

employee

any

Governmental

Authority,

including any person acting

in official capacity for

a Governmental Authority,

regardless of rank

or position; any official or employee

of a company wholly or

partially controlled by a government

(e.g.,

state-owned

oil

company),

but

excluding

employees

seconded

such

companies;

political party or any official of one; any candidate for political office; any officer or employee of

public

international

organization,

such

the

United

Nations

World

Bank;

and

immediate

family

members

(spouse,

dependent

child,

parent

household

member)

any

the

Persons

listed above.

“Governmental Authority”

means any

instrumentality,

subdivision,

court, administrative

agency,

commission, official

or other

authority of

the United

States or

any other

country or

any

state, province, prefect,

municipality, locality or other government

or political subdivision

thereof,

any

quasi-governmental

private

body

exercising

any

administrative,

executive,

judicial,

legislative,

arbitral,

police,

regulatory,

taxing,

importing

other

governmental

quasi-

governmental authority.

“Governmental Transition Filing” has the meaning set forth in Section 5.20.

“Hard Required Consent” means a Required Consent that is not a Soft Required Consent.

“Hazardous

Substances”

means

any

pollutants,

contaminants,

toxic

hazardous

substances, materials, wastes, constituents, compounds or chemicals that are regulated by, or may

form

the

basis

liability

under,

any

Environmental

Laws,

including

asbestos-containing

materials, produced water, poly-chlorinated bi-phenyls, or per- or poly-fluoroalkyl substances.

Exhibit 10.1

- 8 -

“Hedging Transaction” means a transaction that is (a) a swap, basis swap, option, forward

contract,

future

contract,

collar,

three-way

collar,

similar

transaction

entered

into

“over-the-

counter”, (b) involving,

or settled by

reference to,

one or more

commodities, and (c)

intended to

hedge the risks associated with the production of Hydrocarbons.

“HSR

Act”

means

the

Hart-Scott-Rodino

Antitrust

Improvements

Act

1976,

amended.

“Hydrocarbons” means oil, gas, condensate and other gaseous and liquid

hydrocarbons or

any combination thereof,

and all

minerals, products and

substances extracted, separated,

processed

and produced therefrom or therewith.

“Imbalances” means any imbalance at the wellhead between the amount

of Hydrocarbons

produced from

any of

the Wells and allocated

to, the interests

of SWEPI (as

of the

Execution Date)

or Newco (as

of the

consummation of the

Merger) therein

and the shares

of production

from the

relevant

Well

which

such

Person

was

entitled,

the

pipeline

flange

(or

inlet

flange

processing

plant

similar

location)

between

the

amount

Hydrocarbons

nominated

allocated to such Person and the Hydrocarbons actually delivered on behalf of such Person at that

point.

“Income Taxes”

means any income, capital gain, gross receipts, franchise or

other similar

Taxes.

“Indebtedness” of any

Person means, without

duplication:

(a) indebtedness of

such Person

for borrowed

money,

(b)

obligations of

such Person

to pay

the deferred

purchase or

acquisition

price

for

any

property

such

Person,

(c)

obligations

such

Person

with

respect

unpaid

management fees, (d) all deposits and monies received in advance, (e) indebtedness evidenced by

notes, debentures,

bonds, or

other similar

instruments, (f)

obligations

of such

Person to

pay the

deferred purchase

price of

goods and

services, including

any earn

out liabilities

associated with

past acquisitions, (g)

reimbursement obligations

of such

Person in respect

of drawn

letters of

credit

or similar instruments issued or accepted by banks and other

financial institutions for the account

such

Person,

(h)

obligations

such

Person

under

lease

the

extent

such

obligations

are

required to

classified

and accounted

for

as a

capital

lease on

a balance

sheet of

such

Person

under

GAAP,

and

(i)

indebtedness

others

described

clauses

(a)

through

(h)

above

guaranteed by

such Person

or for

which such

Person is

liable as

obligor,

surety,

by Contract,

otherwise; but

Indebtedness does

not include

(x)

accounts payable

to trade

creditors or

accrued

expenses, in each case arising in the ordinary course of business

consistent with past practice and

that

are

not

yet

due

and

payable,

are

being

disputed

good

faith,

and

the

endorsement

negotiable instruments for

collection in the

ordinary course of

business, (y) the

arrangements set

forth on Schedule 3.24, or (z) the Material Contracts.

“Indemnified Person” has the meaning set forth in Section 9.2(a).

“Indemnifying Person” has the meaning set forth in Section 9.2(a).

“Individual

Environmental

Indemnity

Threshold”

has

the

meaning

set

forth

Section

9.3(c).

Exhibit 10.1

- 9 -

“Individual Indemnity Threshold” has the meaning set forth in Section 9.3(c).

“Intellectual

Property”

means

all

intellectual

property

pertaining

the

other

Assets,

including (a) all registered and

unregistered names, trademarks, service names and

service marks

(and

applications

for

registration

the

same)

SWEPI

and

(b)

all

trade

secrets,

technical

information,

know-how

and

other

confidential

information

which

are

not

disclosed

issued

patents, published patent applications or copyright registrations of SWEPI.

“Intellectual Property Rights” means rights in any of the following to the extent subject to

protection under

applicable Law:

(a) trademarks,

service marks,

logos and

trade names;

(b) patents;

and confidential

information; and (f) any registrations or applications for registration for any of the foregoing.

“Interests” means,

with respect

to any

Person, (a)

capital stock,

membership interests,

units,

partnership

interests,

other

equity

interests,

rights

profits

revenue

and

any

other

similar

interest

such

Person

(including

the

right

participate

the

management

and

business

and

affairs

otherwise

Control

such

Person),

(b)

any

security

other

interest

convertible

into

exchangeable or exercisable

for any of

the foregoing, and

(contingent or otherwise)

to subscribe for, purchase or otherwise acquire any of the foregoing.

“IT

Systems”

means

all

information

technology

equipment

and

services,

networks

and

associated

information

systems,

whether

owned,

used

held

for

use

Seller

any

its

Affiliates,

including

SWEPI,

including:

(i)

all

computer

hardware

(including

network

and

telecommunications

devices,

laptops,

mobile

devices,

peripherals,

printers,

scanners,

storage,

racks);

(ii)

all

software

(including

firmware,

associated

user

manuals,

object

code

and

source

code); and (iii) all databases, but excluding the SCADA Systems.

“Known/Knowledge” means,

whenever a

statement regarding

the existence

(or absence)

of any fact, circumstance or condition in this

Agreement is qualified by a phrase such as “to

such

Party's Knowledge”,

“Known to

such Party,”

or “had

actual Knowledge”,

the Parties

intend that

the

only

information

attributed

such

Party

with

respect

such

fact,

circumstance

condition is information

actually known to

(a) the person

in the case of

an individual or (b)

subject

Section

3.1(a)

and

Section

4.1(a),

the

case

corporation

(or

other

business

entity),

the

current officer and manager who devotes substantial attention to matters

of such nature during the

ordinary

course

such

person’s

employment.

Unless

otherwise

specifically

provided

this

Agreement,

Party

represented

obligated

have

undertaken

separate

investigation

connection

with

the

transaction

contemplated

this

Agreement

determine

the

existence

(or

absence)

any

statement

representation

qualified

phrase

such

“to

such

Party's

Knowledge”, “Known to such Party” or “had actual Knowledge”.

“Laws” means all

Permits, statutes,

laws, ordinances,

regulations, rules,

codes, executive

orders, injunctions, judgments, decrees, rulings, or orders of any Governmental Authority.

“Leases”

has

the

meaning

set

forth

the

definition

“Real

Property

Interests”

this

Appendix A.

“Material Adverse

Effect”

means, with

respect to

any Person,

any change,

circumstance,

development, state of facts, effect, or

condition that, individually or in the

aggregate, (a) has been,

Exhibit 10.1

- 10 -

would

reasonably

likely

be,

materially

adverse

the

business,

liabilities,

financial

condition, or results

of operations

of such

Person, or (b)

materially and

adversely affects the

ability

such

Person

consummate

the

transactions

contemplated

hereby

would

reasonably

expected

so;

provided

however

that

the

case

subsection

(a)

above,

none

the

following, either alone or in

combination, shall be deemed

to constitute or contribute to

a Material

Adverse

Effect,

otherwise

taken

into

account

determining

whether

Material

Adverse

Effect has

occurred or

is existing:

(i) any change

in applicable

Laws or accounting

standards or

the

interpretation

enforcement

thereof

after

the

date

this

Agreement;

(ii)

any

change

general

economic

political

conditions

business

conditions

financial,

credit,

debt,

securities

market

conditions

generally,

including

changes

supply,

demand,

interest

rates,

exchange rates, commodity prices (including Hydrocarbons), electricity prices, or fuel costs, sand

or proppants; (iii)

any legal, regulatory, or other

change generally affecting the

industries, industry

sectors, or geographic sectors

of such Person, any

increase in operating costs

or capital expenses

or any reduction in drilling activity or production or the demand for

related gathering, processing,

transportation,

and

storage

services;

(iv)

any

change

resulting

arising

from

the

execution

delivery

this

Agreement

the

other

Transaction

Documents,

the

consummation

the

transactions contemplated

hereby, or the

announcement or

other publicity

or pendency

with respect

to any

of the

foregoing (including

the impact

thereof on

relationships, contractual

or otherwise,

with

customers,

suppliers,

distributors,

partners,

employees

labor

unions);

(v)

any

change

resulting or arising from hostilities, sabotage, terrorism, or

the escalation of any of the foregoing;

(vi)

any

epidemic,

pandemic,

disease outbreak

(including

the

COVID-19

virus)

other

public

health crisis or public health

event, or the worsening

of any of the foregoing;

(vii) any disruption

in the

purchase or

transportation of

crude oil

or natural

gas produced

or otherwise

sold by

such

Person or its Subsidiaries as a result of

any shutdown, interruption or declaration of force majeure

any

pipeline

operator

other

purchaser

such

products;

(viii)

natural

declines

well

performance or reclassification or recalculation

of reserves in the ordinary

course of business; (ix)

seasonal reductions

in revenues

and/or earnings

of such

Person or

any of

its Subsidiaries

in the

ordinary course

of their

respective businesses;

(x) any

actions taken

or omitted

to be

taken by

Party

the

written

direction

the

other

Party

(for

the

avoidance

doubt

any

action

by,

omission of, a

Party for which

such Party sought

or requested, and the

other Party

provided

, that

consent shall not be deemed

to be “at the written direction

of” such Party); (xi) any change,

in and

of itself, in the market price or trading

volume of such Person’s securities; (xii) any failure, in and

itself,

such

Person

meet

any

internal

published

projections,

forecasts,

estimates

predictions in respect of revenues, earnings, production or other financial or operating metrics for

any

period

(it

being

understood

that

the

events,

changes,

circumstances,

occurrences

effects

giving rise to or contributing to such failure may be deemed to constitute or be taken into account

in determining whether there has occurred or

would occur a Material Adverse Effect) or (xiii) any

change

resulting

arising

from

compliance

with

this

Agreement,

including

the

taking

any

action required hereby or the failure to take any action that is not permitted hereby;

provided,

that

the exceptions in clauses

(ii) and (iii) above

shall apply only to the

extent that such changes

do not

have a

disproportionate

impact

on such

Person as

compared to

other

Persons

in the

oil

and gas

industry related

to similarly

situated operations

in the

geographic region

in which

the such

Person’s

assets are located.

“Material Contracts” has the meaning set forth in Section 3.11(a).

“Merger”

has the meaning set forth in Section 5.19(b).

Exhibit 10.1

- 11 -

“Net Mineral

Acres”

means,

computed

separately

with

respect to

each

Lease, (a)

the

number of gross acres in the land

covered by such Lease, multiplied by (b)

the lessor’s or owner’s

undivided mineral

interest in

the Hydrocarbons

covered by

such Lease

in such

lands, multiplied

by (c) SWEPI’s Working

Interest in such Lease.

“Net Revenue Interest”

means, (a) with respect

to any Well,

SWEPI’s interest

(expressed

percentage

decimal)

and

the

Hydrocarbons

produced,

saved

and

sold

from

allocated to such Well, (b) with respect to any

Lease, SWEPI’s interest (expressed as a percentage

or a decimal on an “8/8ths” basis with respect to SWEPI’s Working Interest in such Lease) in and

to the Hydrocarbons produced, saved and sold from or

allocated to such Lease, or (c) with respect

to any Unit, SWEPI’s

interest (expressed as a percentage or

decimal) in and to the

Hydrocarbons

produced, saved and sold

from or allocated to

such Unit, in the

case of each

of items (a),

(b) and

(c), after giving effect to all Royalties.

“Newco” has the meaning set forth in Section 5.19(b).

“Newco

Transaction

Expenses”

means

the

aggregate

amount

any

and

all

fees

and

expenses incurred by or

on behalf of, or

paid or to be

paid directly by,

Newco or any Person

that

Newco pays

reimburses

or is

otherwise legally

obligated to

pay

reimburse (including

any

such fees

and expenses

incurred by

or on

behalf of

Seller or

SWEPI) in

connection with

the process

of selling

the Subject

Interests or

the negotiation,

preparation or

execution of

this Agreement

the Transaction Documents or the

performance or consummation of

the transactions contemplated

hereby or

thereby, including (a) all fees

and expenses of

counsel, advisors, consultants,

investment

bankers,

accountants,

auditors

and

any

other

experts

connection

with

the

transactions

contemplated hereby (including

any process run

by or on

behalf of Newco

in connection with

such

transactions);

(b)

all

brokers’,

finders’

similar

fees

connection

with

the

transactions

contemplated hereby (including

any process run

by or on

behalf of Newco

in connection with

such

transactions); (c) subject

to Section 5.2,

any fees

and expenses

associated with obtaining

necessary

or appropriate waivers, consents, or approvals of any Governmental Authority or Third Parties on

behalf of Newco in connection

with the transactions contemplated hereby

(including any process

run

behalf

Newco

connection

with

such

transactions);

(d)

any

fees

expenses

associated with obtaining the

release and termination of

any Encumbrances in connection

with the

transactions

contemplated

hereby

(including

any

process

run

behalf

Newco

connection

with

such

transactions);

and

(e)

any

fees

and

expenses

associated

with

any

the

matters set forth on Schedule 3.13.

“Non-Permian Newco” has the meaning set forth in Section 5.19(b).

“Nonparty Affiliates”

has the meaning set forth in Section 11.13.

“NORM” means naturally occurring radioactive material.

“Organizational Documents”

means (a) with

respect to a

corporation, the charter,

articles

certificate

incorporation,

applicable,

and

bylaws

thereof,

(b)

with

respect

limited

liability company,

the certificate of formation or organization,

as applicable, and the operating or

limited

liability

company

agreement

thereof,

(c)

with

respect to

partnership,

the

certificate of

Exhibit 10.1

- 12 -

formation

and

the

partnership

agreement

thereof,

and

(d)

with

respect

any

other

Person,

the

organizational, constituent or governing documents or instruments of such Person.

“Outside Date”

means the

date that

is 120

days after

the Execution

Date;

provided

however

that if

the applicable

waiting

periods (and

any

extensions

thereof) under

the

HSR

Act have

not

expired or otherwise been

terminated on or prior

to such date, but

all other conditions precedent

Closing set forth in Section

6.1 and Section 6.2 have

been satisfied or waived (except

for any such

conditions

that by

their nature

may only

be satisfied

at or

in connection

with

the occurrence

Closing), then

the Outside

Date will

automatically be

extended to

the date

that is

150 days

after

the Execution Date.

“Party” and “Parties” have the meanings set forth in the Preamble of this Agreement.

“Permits”

means

federal,

state

and

local

government

licenses,

permits,

registrations,

franchises, orders,

consents,

approvals, variances,

waivers, exemptions

and other

authorizations

by, or filings with, any Governmental Authority.

“Permitted Encumbrance(s)” means any or all of the following:

(a)

Royalties to

the extent

that the

net cumulative

effect of

such burdens

on a

property does not, individually or in the aggregate, (i) reduce SWEPI’s Net

Revenue Interest

in such

Property below

that shown

in Schedule

1.1(a) or

Schedule 1.1(b),

as applicable,

(ii) increase

SWEPI’s

Working

Interest in

such Property

above that

shown in

Schedule 1.1(a)

or Schedule

1.1(b), as

applicable, without a proportionate increase

in the Net Revenue

Interest of

SWEPI in

such Property, or (iii)

reduce SWEPI’s Net Mineral

Acres in

such

Property below that shown in Schedule 1.1(a);

(b)

all

unit

agreements,

pooling

agreements,

operating

agreements,

farmout

agreements,

Hydrocarbon

production

sales

contracts,

division

orders

and

other contracts, agreements and instruments applicable to the Properties, in

each case

to the

extent

that

the net

cumulative

effect

such

instruments

does not, individually or in

the aggregate, (i) reduce SWEPI’s Net Revenue

Interest

Property

below

that

shown

therefor

Schedule

1.1(a)

Schedule 1.1(b), as applicable, (ii) increase SWEPI’s Working

Interest in a

Property

above

that

shown

Schedule

1.1(a)

Schedule 1.1(b),

applicable, without a proportionate increase

in the Net Revenue

Interest of

SWEPI in

such Property, or (iii)

reduce SWEPI’s Net

Mineral Acres

in such

Property below that shown therefor in Schedule 1.1(a);

(c)

the Required Consents, or the

failure to obtain the Required

Consents, that

are triggered by the consummation of the transactions contemplated

by this

Agreement;

(d)

liens for

Taxes

or assessments

not yet

due and

payable or

being contested

in good faith by appropriate proceedings, for which adequate cash reserves

are maintained by SWEPI (as of the Execution Date) and Newco (as of

the

Exhibit 10.1

- 13 -

Closing) for the payment thereof in accordance

with GAAP and that are set

forth on Schedule 3.8(h);

(e)

materialman’s,

mechanic’s,

repairman’s,

employee’s,

contractor’s,

operator’s and

other similar liens

or charges

arising in

the ordinary course

of business for amounts not yet delinquent

or if delinquent, being contested

reasonably and

by appropriate

actions, and

for which

adequate cash

reserves

are

maintained

for

the

payment

thereof

accordance

with

GAAP

(including any amounts being withheld as provided by Law);

(f)

all rights to consent, by required notices to, filings with, or

other actions by

Governmental

Authorities

that

not

apply

the

transactions

contemplated

this

Agreement

or,

they

apply,

are

customarily

obtained

subsequent

the

closing

transactions

that

are

similar

the

transactions

contemplated

this

Agreement

such

Governmental

Authority

is,

pursuant

applicable

Law,

without

discretion

refuse

grant such

consent

if specifically

enumerated

conditions

set forth

in such

applicable Law are satisfied, including Customary Post-Closing Consents;

(g)

excepting

circumstances

where

such

rights

have

already

been

triggered,

rights of reassignment arising upon

final intention to abandon

or release the

Assets, or any of them, and requiring notice to the holders of such rights;

(h)

easements, rights-of-way, covenants,

servitudes, Permits,

surface leases

and

other rights

in respect

of surface

operations that

do not,

individually or

the aggregate, materially interfere with the use, development, or ownership

of the Assets subject thereto or affected thereby;

(i)

gas balancing

and other

production balancing

obligations, and

obligations

balance

furnish

make-up

Hydrocarbons

under

Hydrocarbon

sales,

gathering, processing or transportation contracts;

(j)

to or vested

in any Governmental

Authorities to control

or regulate any of the Assets in any manner or

to assess Tax with respect to

the Assets, the

ownership, use or

operation thereof,

or revenue, income

capital gains

with respect

thereto, and

all obligations

and duties

under all

applicable

Laws

any

such

Governmental

Authority

under

any

franchise, grant, license or Permit issued by any Governmental Authority;

(k)

the terms and conditions of the Leases,

to the extent that the net cumulative

effect

such

terms

and

conditions

does

not,

individually

the

aggregate,

(i)

reduce

SWEPI’s

Net

Revenue

Interest

Property

below

that

shown

therefor

Schedule

1.1(a)

Schedule

1.1(b),

applicable,

(ii) increase

SWEPI’s

Working

Interest

Property

above

that

shown

therefor

Schedule

1.1(a)

Schedule

1.1(b),

applicable,

without

proportionate

increase

the

Net

Revenue

Interest

SWEPI

such

Exhibit 10.1

- 14 -

Property,

or (iii)

reduce

SWEPI’s

Net Mineral

Acres in

a Property

below

that shown therefor in Schedule 1.1(a);

(l)

zoning and planning ordinances and municipal regulations promulgated by

any Governmental Authority;

(m)

any

Encumbrance burdening

third

party

lessor’s

grantor’s

interest

the

Assets

(including

any

Encumbrances

created

under

deeds

trust,

mortgages and similar instruments by any such lessor or grantor), which, if

not subordinated to the rights

of SWEPI (or Newco

after the consummation

of the Merger), is

not currently in default or

subject to foreclosure or other

enforcement proceedings by the holder;

(n)

depth severances expressly

identified on Schedule

1.1(a) or Schedule

1.1(b)

the

extent

that

they

not,

individually

the

aggregate,

reduce

SWEPI’s

Net

Revenue

Interest

Net

Mineral

Acre

ownership

any

Property

below

that

shown

Schedule

1.1(a)

Schedule

1.1(b),

applicable, for such Property or increase SWEPI’s

Working

Interest in any

Property

beyond

that

shown

Schedule

1.1(b)

without

corresponding

and

proportionate

increase

SWEPI’s

Net

Revenue

Interest

for

such

Property;

(o)

the terms and conditions of, and any rights

of third parties to back into any

interest in the Properties to the extent such

terms, conditions and rights are

expressly shown as

binding on

the applicable Property

on Schedule

1.1(a)

and/or Schedule 1.1(b);

(p)

normal

and

customary

liens

co-owners

under

operating

agreements

relating to the Properties, which obligations are not yet due and

pursuant to

which SWEPI

(or Newco

after the

consummation of

the Merger)

is not

default;

(q)

defective

acknowledgements,

name

variations,

lack

power of

attorney,

lack

trustee

authorization,

lack

representative

capacity,

lack

evidence of corporate or entity authorization, failure to recite marital status

or omissions

of successions

of heirship

or estate

proceedings, except

in each

case where

evidence is

available that

reasonably supports

a Third

Party’s

claim to superior title;

(r)

lack of a survey of the surface of the Properties, unless a survey is required

by Law;

(s)

any matter that

has been cured,

released or waived by

any Law of

limitation

or prescription, and which can be substantiated by the affirmative

ruling of

a court of competent jurisdiction;

(t)

failure to record Leases issued by any Governmental

Authority (which, for

the avoidance

of doubt,

includes any

state or

county agency

or any

successor

Exhibit 10.1

- 15 -

agency

thereto)

the

real

property,

conveyance,

other

records

the

county

which

such

Leases

are

located,

provided

that

the

instruments

evidencing

the

conveyance

such

title

SWEPI

from

its

immediate

predecessor

title

are

recorded

with

and,

applicable,

approved

the

Governmental Authority that issued any such Lease;

(u)

rights of

any (i)

common owner of

any interest

in any

fee mineral

interest

as tenants

in common

or through

common ownership,

(ii) owner

or lessee

of any

oil and

gas interests

in formations,

strata, horizons,

or depths

other

than

the

depths

described

for

the

applicable

Lease

described

Schedule 1.1(a)

(iii)

common

owner

any

interest

surface

rights

currently held by

SWEPI and such

common owner as

tenants in common

through common ownership,

to the extent that

the net cumulative effect

the matter

referenced in

clause (i),

(ii) or

(iii) does

not, individually

or in

the aggregate,

(i) reduce SWEPI’s Net

Revenue Interest in

a Property

below

that

shown

therefor

Schedule

1.1(a)

Schedule

1.1(b),

applicable,

(ii) increase

SWEPI’s

Working

Interest

Property

above

that

shown

therefor

Schedule

1.1(a)

Schedule

1.1(b),

applicable,

without

proportionate

increase

the

Net

Revenue

Interest

SWEPI

such

Property,

or (iii)

reduce

SWEPI’s

Net Mineral

Acres in

a Property

below

that shown therefor in Schedule 1.1(a);

(v)

(i) lack of a

division order or

an operating agreement covering

any Property

(including portions

of a

Property that

were formerly

within a

unit but

that

have been excluded from the unit as a result

of a contraction of the unit) to

the extent

that they

do not,

individually or

in the

aggregate, reduce

SWEPI’s

Net Revenue Interest

or Net Mineral

Acre ownership in any

Property below

that shown in on Schedule

1.1(a) or Schedule 1.1(b), as

applicable, for such

Property or

increase SWEPI’s Working Interest in

any Property

beyond that

shown

Schedule

1.1(b)

without

corresponding

and

proportionate

increase in SWEPI’s

Net Revenue Interest for such

Property, or

(ii) failure

obtain

waivers

maintenance

uniform

interest,

restriction

zone

transfer,

similar

provisions

operating

agreements

with

respect

assignments

SWEPI’s

chain

title

the

Property

unless

(A)

the

underlying provisions of

such operating agreement

provide that

such failure

voids or nullifies (automatically or at the election of the holder thereof) the

assignment

with

respect

such

asset

(B)

there

outstanding

and

pending, unresolved

claim from

a third

party with

respect to

the failure

obtain such waiver;

(w)

defects

arising

from

prior

expired

Hydrocarbon

leases

that

are

not

surrendered or released of record absent affirmative evidence of an

adverse

claim by another Person that such

lease is in full force and

effect;

provided,

that

SWEPI

has

held

the

affected

Properties

for

least

five

consecutive

years on the Execution Date;

Exhibit 10.1

- 16 -

(x)

defects

based

solely

SWEPI’s

failure

have

title

opinion

title

insurance policy on any Property;

(y)

the Retained Litigation;

(z)

decreases

SWEPI’s

Net

Revenue

Interest

(i)

connection

with

those

operations

which

SWEPI

may

non-consenting

co-owner

after

the

Execution Date

in accordance

with the

terms of

Section 5.4,

(ii) resulting

from the reversion of interests

to co-owners with

operations in which such

co-owners elect after the Execution Date not to consent, (iii)

resulting from

the establishment or amendment,

after the Execution Date,

of pools or units

permitted

under

the

terms

Section

5.4,

(iv)

required

allow

other

working

interest

owners

make

past

underproduction

pipelines

make up past under-deliveries

to the extent accounted

for and described in

Schedule 3.12;

(aa)

increases

SWEPI’s

Working

Interest

Property

above

that

shown

therefor

Schedule

1.1(a)

Schedule

1.1(b),

applicable

(i)

that

are

accompanied by at least a proportionate increase in

SWEPI’s Net Revenue

Interest in

such Property

above that

shown

therefor

Schedule 1.1(a)

Schedule

1.1(b),

applicable,

(ii)

resulting

from

contribution

requirements with respect to defaulting or non-consenting co-owners

under

the applicable operating agreement;

(bb)

decreases in SWEPI’s Net Mineral Acres or Net Revenue Interest listed on

Schedule

1.1(a)

Schedule

1.1(b),

applicable,

where

there

proportionate Net

Revenue Interest

or Net

Mineral Acres

increase related

different

Property

(the

value

which

Net

Revenue

Interest

Net

Mineral Acres increase, as

applicable, is in

each case on a

basis comparable

to or

favorable

than

the corresponding

Net

Revenue Interest

Net

Mineral Acres that are the subject of

such decrease), and such decrease and

correlating increase are due to an acreage

swap that has not been accounted

for in SWEPI’s leasing systems;

(cc)

decreases

SWEPI’s

Net

Mineral

Acres

(i)

connection

with

those

operations

which

SWEPI

may

non-consenting

co-owner

after

the

Execution Date in

accordance with the

terms of Section 5.4,

or (ii) resulting

from the establishment or

amendment, after the Execution

Date, of pools or

units permitted under the terms of Section 5.4;

(dd)

defects which

are based

solely on

(i) a

lack of

information in

SWEPI’s

Newco’s files or of record,

(ii) references to

any document if

a copy of

such

document

not

SWEPI’s

Newco’s

files

record,

(iii)

the

inability

locate

unrecorded

instrument

which

Buyer

has

constructive or

inquiry notice

by virtue

of a

reference to

such unrecorded

instrument in a recorded instrument

(or a reference to a

further unrecorded

instrument in such

unrecorded instrument), unless,

in each of

(i), (ii) or

(iii),

Exhibit 10.1

- 17 -

such

lack

information,

referenced

document

unlocated

unrecorded

instrument is required to establish the existence or validity of a Property;

(ee)

any

defect

consequence

cessation

production,

insufficient

production,

failure to

conduct

operations

any

the

Assets

held

production, or lands pooled,

communitized, or unitized therewith,

except to

the extent (i) the cessation

of production, insufficient

production or failure

to conduct operations is

affirmatively shown to exist

such that it has given

rise to a

right of the

lessor or other

third party to

terminate all or

any portion

of the underlying Lease

or (ii) of a third party’s

claim of termination of

all

any

portion

the

underlying

Lease;

provided,

however

that

defects

based

upon

determination

that

(A)

there

has

been

Hydrocarbon

production

from

wells

located

the

Property

lands

pooled,

communitized

unitized

therewith,

and

(B)

there

has

been

activity

conducted

the

Property

lands

pooled,

communitized

unitized

therewith

that

would

otherwise maintain

the

Property

force and

effect,

may be

considered as

a breach

of Seller’s special

warranty of

title in Section

3.20; and

(ff)

the Material

Contracts and

the matters

set forth

on any

Schedule, in

each

case to the extent

that the net cumulative

effect of such Material

Contracts

and matters

do not,

individually or

in the

aggregate, (i) reduce

SWEPI’s Net

Revenue Interest

in a Property

below that

shown therefor in

Schedule 1.1(a)

or Schedule

1.1(b), as

applicable, (ii)

increase SWEPI’s

Working

Interest

Property

above

that

shown

Schedule

1.1(a)

Schedule 1.1(b),

applicable, without a proportionate increase

in the Net Revenue

Interest of

SWEPI in

such Property, or (iii)

reduce SWEPI’s Net

Mineral Acres

in such

Property below that shown therefor in Schedule 1.1(a).

“Person” means an individual, corporation, partnership, limited liability company,

limited

liability

partnership,

joint

venture,

syndicate,

person,

trust,

association,

organization

other

entity,

including

any

Governmental

Authority,

and

including

any

successor,

merger

otherwise, of any of the foregoing.

“Phase

Environmental

Site

Assessment”

means

environmental

site

assessment

performed pursuant

to ASTM

E1527-13 Standard

Practice for

Environmental Site

Assessments:

Phase

Environmental

Site

Assessment

Process

any

similar

environmental

assessment,

including a limited

assessment of a

facility’s or operation’s compliance with Environmental

Laws;

provided,

that the Phase I Environmental Site Assessment shall not include any sampling, testing,

or invasive activities.

“Pre-Effective Refund” has the meaning set forth in Section 10.2.

“Preferential Rights”

means any

right or

agreement that

may enable

any Person

to purchase

or acquire any Asset or

any interest therein or

portion thereof as a

result of or in

connection with

the execution or

delivery of this Agreement

or the consummation of

the transactions contemplated

hereby, including any preferential purchase rights, rights of first refusal, or other similar rights.

Exhibit 10.1

- 18 -

“Previously-Divested Properties”

means the

leases and

wells that

have been

divested by

SWEPI in the Subject Area and that are set forth on Schedule A-1.

“Proceeding”

means any

proceeding, claim,

charge, complaint,

lawsuit, direct

or indirect

demand, inquiry, hearing, notice of violation, investigation,

action, cause of action,

suit, litigation,

arbitration, citation, summons,

subpoena, audit, controversy, discovery

request, or other

dispute or

legal proceeding,

whether civil,

criminal, administrative

or otherwise,

made pursuant

to federal,

state or other Laws.

“Properties” means, collectively, the Real Property Interests, the Units and the Wells.

“Property Costs” means each of

the following to the extent

incurred in and attributable

the ownership

and operation

of the

Assets in

the ordinary

course of

business and,

where applicable,

the

applicable

operating

agreement

and

not

otherwise

prohibited

under

Section

5.4:

(a) all

operating expenses (including costs of

Seller personnel dedicated to

the Assets, insurance, rentals,

shut-in payments,

title examination

and curative

actions taken

in connection

with the

drilling of

Wells,

and gathering,

marketing, processing

and transportation

costs in

respect of

Hydrocarbons

produced from the Properties), (b) capital expenditures (including bonuses, broker fees, and other

Lease acquisition costs, costs of drilling and completing wells, cost

of building site pads, costs of

acquiring Equipment, and

other Lease acquisition,

extension or renewal

costs); and

costs

charged

the

Assets

under

any

applicable

Third

Party

operating

agreement;

provided

however

, that “Property Costs”

shall exclude Seller’s

and its Affiliates’ general

and administrative

expenses

and

any

liabilities,

losses

and

expenses

attributable

(i)

any

matters

with

respect

which

Buyer

Group

Seller

Group

entitled

indemnity

from

the

other

Party

under

this

Agreement or (ii) Taxes.

“Public Announcement Restrictions” has the meaning set forth in Section 5.3(a).

“Purchase Price”

has the meaning set forth in Section 2.4.

“Real Property

Interests” means

SWEPI’s

right, title

and interest

in and

to (a)

all oil

and

gas

leases, oil,

gas,

and

mineral

leases and

subleases,

royalties,

overriding

royalties,

net

profits

interests, payments

out of

production, reversionary

rights, mineral

fee interests,

carried interests

and any

contractual rights to

production relating

thereto, including

as described on

Schedule 1.1(a)

to the

extent and

only to

the extent

the same

are located within

the Subject

Area (the “Leases”),

and (b)

all other

rights in

the lands

covered by

the Units

and the

foregoing Leases,

including all

Royalties,

Working

Interests,

Net

Revenue

Interests,

and

other

interests

and

rights

Hydrocarbons, to the extent and only to the extent the same are located within the Subject Area.

“Records” means, to the extent reasonably in Seller or SWEPI’s possession

or control, (a)

any

files,

records,

maps,

information,

and

data,

whether

written

electronically

stored,

the

extent relating to

the Assets, including:

(i) land and title

records (including abstracts of

title, title

opinions,

and

title

curative

documents);

(ii) contract

files;

(iii) correspondence;

(iv) operations,

environmental,

production,

and

accounting

records

(including

equipment

lists,

repair

notes

and

archives, and technical drawings); (v) production, facility and well records and data;

(vi) supplier

lists and records; (vii) training materials and training records (including certifications) and (b) the

corporate,

financial,

Tax

and

legal

records

SWEPI

and

Newco

(including

Tax

Returns);

Exhibit 10.1

- 19 -

provided

however

, that

the term

“Records” shall

not include

(i) any

of Seller’s

or its

Affiliates’

business

plans,

strategies,

cost

and

pricing

information,

accounting

records,

supplier

lists

and

records,

proprietary

training

materials

and

equipment,

equipment

lists,

technical

drawings,

and

contracts and financial records

that address or reflect

activities outside of the

business of SWEPI

related to the Assets; (ii) any of Seller’s or its Affiliates’ company minute books and records, Tax

Returns, Tax

records that relate

to Seller’s

or its Affiliates’

business generally or

other materials

that do

not pertain

to the

business of

Newco or

ongoing day-to-day

operation of

the Assets;

(iii)

training,

personnel,

and

medical

records

(including

certifications)

employees,

including

Transferred Employees

(as defined

in Schedule

5.9(a)), except

as specified

in Section

1.02(f) of

Schedule 5.9(a); (iv) hiring exams for Transferred Employees (as defined in Schedule 5.9(a)); (v)

any transfer pricing information;

(vi) materials that are subject

to any applicable legal

privileges,

including attorney work product

and attorney-client communications that

extend beyond Newco;

and (vii)

any files,

records, information,

and data

to the extent

related to the

IT Systems (for

the

avoidance of

doubt,

such

files,

records,

information

and

data

shall

not

include

information

that

may be stored on the IT Systems that would otherwise constitute a Record).

“Related Party

Contract” means

any Contract

between (a)

SWEPI, on

the one

hand, and

(b)

Seller,

any

Affiliate

Seller

(other

than

SWEPI)

any

Person

that

directly

indirectly

controls or is under

common control with Shell

Oil Company,

or any of their

respective officers,

directors,

stockholders,

members,

partners,

managers,

investors,

private

equity

sponsors,

employees, on the other hand.

“Release”

means

any

releasing,

disposing,

discharging,

injecting,

spilling,

leaking,

pumping, pouring, leaching, migrating, dumping,

emitting, escaping or emptying into

or upon any

soil, air, sediment, subsurface strata, surface water, groundwater,

or drinking water supply.

“Release of Hydrocarbons” means any Release

of Hydrocarbons into or upon any soil,

air,

sediment, subsurface strata, surface

water, groundwater, or drinking water supply that

triggers any

reporting

obligations

any

Governmental

Authority,

including

the

Railroad

Commission

Texas, under any applicable Law.

“Remediation” including the correlative term “Remediate” means the implementation and

completion

any

investigative,

remedial,

removal,

response,

monitoring,

construction,

repair,

closure,

disposal,

restoration

other

corrective

actions

(including

any

necessary

filings

interactions with

Governmental

Authorities) required

under Environmental

Laws to

respond, to

the extent

required by

applicable Environmental

Laws, to

any Release

threatened Release

any

Hazardous

Substances

at,

on,

under

from

any

Asset,

the

most

cost-effective

manner

allowed under

applicable Environmental

Laws, considering

ongoing operation

and maintenance

and any operational or use limitations or controls.

“Reorganization”

has the meaning set forth in Section 5.19.

“Representatives”

means

(a)

partners,

employees,

officers,

directors,

members,

equity

owners and counsel of a Party

or any of its Affiliates or any

prospective purchaser of a Party or

interest in a Party;

(b) any investment bank,

consultant or agent retained

by a Party or

the parties

listed

in subsection

(a) above;

and (c)

any bank,

other financial

institution

or entity

funding, or

Exhibit 10.1

- 20 -

proposing to fund, such

Party’s operations in connection with the Assets,

including any consultant

retained by such bank, other financial institution or entity.

“Required Consent” has the meaning set forth in Section 3.13.

“Required Consent Asset” means an Asset subject to a Required Consent.

“Restricted Party” means any

Person (a) targeted by national,

regional or multilateral trade

or economic sanctions under

Trade Control Laws; or (b) directly

or indirectly owned or

controlled

or acting on behalf of such Persons, including their Affiliates and Representatives.

“Retained Assets”

means

(a)

any

and

all

real

property

owned

SWEPI

any

its

wholly-owned

subsidiaries

prior

the

Execution

Date

and

located

outside

the

Subject Area (the “Retained Properties”);

(b)

all

contracts,

agreements,

and

instruments

the

extent

relating

the

Retained

Properties,

including

operating

agreements,

letter

agreements,

unitization

agreements,

declarations

and

orders,

farmin

and

farmout

agreements,

exploration

and

participation

agreements,

joint

development

agreements,

area

mutual

interest

agreements,

agreements

pursuant

which the

Retained Properties

(or any

portion thereof)

were purchased

sold by

SWEPI, and

the transfers,

assignments or

conveyances relating

the

Retained

Properties,

and

any

rights

under

any

such

contracts,

agreements, or

instruments, including

any audit

rights or

rights to

receive

refunds

reimbursements

connection

with

any

such

contracts,

agreements,

instruments

and

any

master

services

agreements,

fleet

agreements, or other similar master

agreements, including those that

relate

the

Assets

that

otherwise would

constitute

Asset,

except

each

case any

purchase orders or

other similar agreements

entered into under

any

master agreement (such as master services agreements or fleet agreements)

(collectively, the “Retained Contracts”);

(c)

all claims

and

causes of

action arising

under

and

to the

extent

relating to

any Retained Contract (including claims for adjustments or refunds) or any

other Retained Asset;

(d)

the Retained Litigation;

(e)

all

rights

and

interests

SWEPI

(i) under

any

policy

agreement

insurance

indemnity,

(ii) under

any

bond

(iii) to

any

insurance

condemnation proceeds or

awards, in each

case, to the

extent relating to

any

other Retained Asset;

(f)

all

surety

agreements,

bonds,

letters

credit,

guarantees

and

any

other

financial

assurances

credit

support

the

extent

relating

any

other

Retained Asset;

Exhibit 10.1

- 21 -

(g)

all personal property used, or held for use, in

connection with the Retained

Properties;

(h)

all easements, permits,

well licenses, servitudes,

rights-of-way,

subsurface

leases, and other subsurface rights appurtenant to, and to the extent used or

held for use in connection with, the Retained Properties;

(i)

all records relating exclusively to any other Retained Asset;

(j)

all Related Party Contracts (other than those set forth on Schedule 5.7);

(k)

all matters set forth on Schedule 3.22 (the “Retained Royalties”);

(l)

any Contract for a Hedging Transaction;

(m)

any Required

Consent Assets

retained by

SWEPI

pursuant and

subject to

the terms of Section 5.16(c);

(n)

all

end

user

computing

devices

used

connection

with

the

Assets,

including laptops, iPhones and iPads;

(o)

subject

Section

5.22,

all

non-proprietary

seismic,

geological,

engineering,

and

other

data

and

interpretations,

files

and

records

(in

whatever form)

each

case to

the

extent related

to the

Assets

(“Seismic

Data”);

(p)

the IT Systems; and

(q)

any

and

all

other

real

property,

personal

property,

Permits,

contracts,

agreements, leases, instruments, claims, rights and other interests owned or

held by SWEPI

or any

of their

wholly-owned subsidiaries, in

each case to

the extent not comprising a part of, or unrelated to, the Assets.

“Retained Contracts”

has the

meaning set

forth in

item (b)

of the

definition of

“Retained

Assets”.

“Retained

Liabilities”

means

any

and

all

duties,

obligations,

claims

and

liabilities

SWEPI

other

than

the

Assumed

Liabilities,

and

all

duties,

obligations,

claims

and

liabilities

attributable to the Retained Assets, the Retained Litigation and the Retained Royalties.

“Retained Litigation” has the meaning set forth in Section 5.17.

“Retained Properties” has

the meaning set

forth in item

(a) of the

definition of “Retained

Assets”.

“Retained Royalties”

has the

meaning set

forth in

item (k)

of the

definition of

“Retained

Assets”.

Exhibit 10.1

- 22 -

“Royalties” means

royalties, overriding

royalties, production

payments, carried

interests,

net

profits

interests,

reversionary

interests,

options,

back-in

interests,

contractual

rights

production, and other burdens upon, measured by or payable out of production.

“SCADA

Systems”

means

the

field

based

operating

system

software

and

hardware

components of the

Supervisory Control and Data

Acquisition systems exclusively used

by SWEPI

to monitor

and control

the operation

of the

Wells

(including field

based sensors

which interface

with field based Well

Equipment) and to provide

data in relation to

the operation of those

Wells,

excluding

telecommunications

links

between

the

Supervisory

Control

and

Data

Acquisition

systems and

the IT

Systems and

any software

and hardware

components which

are shared

with,

used or held for use by Seller or any of its Affiliates other than SWEPI.

“SEC” shall mean the Securities and Exchange Commission.

“Securities Act” shall

mean the United States

Securities Act of 1933,

as amended, together

with the rules and regulations of the SEC promulgated thereunder.

“Seismic Data”

has the

meaning set

forth in

item (o)

of the

definition of

“Retained Assets”.

“Seller” has the meaning set forth in the Preamble of this Agreement.

“Seller Fundamental Representations”

means the representations

and warranties in Section

3.2, Section

3.3, Section

3.4, Section

3.5, Section

3.6, Section

3.17, Section

3.18, Section

3.24,

Section 3.26 and Section 3.29.

“Seller Group”

means Seller,

its

Affiliates

(other

than SWEPI

and Newco),

and each

their respective officers, directors, employees, agents, advisors and other Representatives.

“Seller Material Adverse Effect” means a Material Adverse Effect with respect to Newco,

taken as a whole.

“Seller Parent Guaranty” has the meaning set forth in Section 5.18.

“Seller Taxes”

means

(a)

all Taxes

of,

attributable

to or

imposed on

Seller

any of

its

direct

indirect

owners

Affiliates

(other

than

Newco),

(b)

any

Taxes

allocable

Seller

pursuant

Section

10.1(a)

(taking

into

account,

and

without

duplication

of,

any

Asset

Taxes

effectively borne

by Seller

as a

result of

the adjustments

to the

Purchase Price

made pursuant

Section 2.5 or

Section 7.4,

as applicable,

and any

payments made

from one

Party to

the other

respect of

Asset Taxes

pursuant to

Section 2.2(d)

or Section

10.1(c)) or

Section 10.1(b),

Taxes attributable

to or imposed on or with

respect to the ownership or operation

of the Retained

Assets

the

production

Hydrocarbons

the

receipt

proceeds

therefrom,

(d)

all

Taxes

attributable to or

resulting from the

Reorganization, (e) any

Taxes imposed on Newco or

for which

Newco

becomes

liable

(i)

reason

having

been

member

affiliated,

aggregate,

combined, consolidated

or unitary

group on

or prior

to the

Closing

Date (including

pursuant to

Treasury

Regulations

Section

1.1502-6

any

analogous

similar

provision

state,

local

foreign Law) or (ii) as a transferee or successor or by

contract or other agreement or arrangement

(other than

Customary

Agreement), assumption,

operation

Law or

otherwise, which

Taxes

relate to an

event or transaction

occurring, or a

contract or other

agreement or arrangement

entered

Exhibit 10.1

- 23 -

into,

on or

prior to

the Closing

Date, (f)

50 percent

of any

Transfer

Taxes,

(g) any

other Taxes

relating

the

ownership

operation

the

Assets

the

production

Hydrocarbons

the

receipt of

proceeds therefrom

that are

attributable to

any Tax

period (or

portion of

any Straddle

Period) ending

at or

prior to

the Effective

Time

and (h)

any Taxes

caused by,

related to,

arising

out of

or resulting

from Seller’s

breach of

any of

Seller’s covenants

or agreements

contained in

this Agreement.

“Soft Required Consent” means

a Required Consent that by

its express terms provides

that

Consent may not be unreasonably

withheld and for which the

failure to obtain would not

(a) cause

the

transfer

assignment

(whether

operation

law

otherwise)

any

portion

the

Required

Consent

Asset

subject

such

Consent

void,

(b) cause

the

termination

the

Required Consent

Asset subject

to such

Consent under

the express

terms of

such Required

Consent

Asset, or (c) result in a penalty of any sort, including a requirement to make a payment.

“Straddle

Period”

means

any

Tax

period

beginning

before,

and

ending

after,

the

Effective Time.

“Subject Area” means Culberson, Loving, Ward, Winkler,

and Reeves Counties, Texas.

“Subject Interests”

has the meaning set forth in the Recitals of this Agreement.

“Subsidiary” means, with respect to any Person, any other Person Controlled by such first

Person, directly or indirectly, through one or more intermediaries.

“Surface

Contracts”

means

SWEPI’s

right,

title

and

interest

and

all

easements,

Permits, licenses, servitudes, rights-of-way,

surface fee interests, surface use

agreements, surface

leases, right

of use

and easement,

and other

rights to

use the

surface and subsurface

appurtenant

thereto,

the

extent

used

held

for

use

connection

with

the

Properties,

including

those

described on Schedule 1.1(c).

“SWEPI” has the meaning set forth in the Recitals of this Agreement.

“Tax Allocation” has the meaning set forth in Section 10.7.

“Tax Incentive” has the meaning set forth in Section 3.8(m).

“Tax Proceeding” has the meaning set forth in Section 10.3.

“Tax

Return”

means

any

return

(including

any

information

return

and

any

estimated

return), report, statement,

schedule, notice, form,

election, estimated Tax

filing, claim

for refund

other

document

(including

any

attachments

thereto

and

amendments

thereof)

filed

with

submitted to,

or required

to be filed

with or

submitted to,

any Governmental

Authority with

respect

to any Tax.

“Taxes”

means

(a)

all

federal,

state,

local,

foreign

and

other

net

income,

gross

income,

gross

receipts,

alternative,

estimated,

sales,

use,

valorem,

value

added,

transfer,

franchise,

profits, registration, license, lease, service, service use, withholding, payroll, employment,

excise,

severance,

social

security,

welfare,

workers’

compensation,

unemployment,

disability,

Exhibit 10.1

- 24 -

environmental, stock, stamp, occupation, premium,

real, personal, or intangible

property, windfall

profits,

customs,

duties,

levies,

tariffs,

imposts,

amounts

due

under

any

escheat

unclaimed

property

Law

other

taxes,

fees,

assessments

charges

any

kind

whatsoever

(whether

imposed

directly

through

withholding,

whether

not

disputed,

and

including

any

amounts

resulting

from

the

failure

file

any

Tax

Return

and

any

amounts

that

have

been

deferred

(including amounts deferred under the rules of Code Section 965)), together with any interest and

any penalties, additions

to tax or additional

amounts imposed with respect

thereto; (b) any

liability

for payment

of amounts

described in

clause (a)

whether as

a result

of assumption,

transferee or

successor

liability,

being

member

affiliated,

aggregate,

consolidated,

combined

unitary group for any period, operation of Law or otherwise; and (c) any liability

for the payment

amounts

described

clauses

(a)

(b)

result

any

tax

sharing,

tax

indemnity

tax

allocation

agreement

any

other

express

implied

contract,

agreement

arrangement

indemnify any other Person.

“TBOC” has the meaning set forth in Section 5.19(a).

“Third Party” means

any Person

other than a

Party to

this Agreement or

an Affiliate

of a

Party to this Agreement.

“Third Person Claim” has the meaning set forth in Section 9.2(b).

“Trade

Control

Laws” means

any applicable

trade

or economic

sanctions or

embargoes,

Restricted Party

lists issued

by the

respective authorities,

controls on

the imports,

export, re-export,

use,

sale,

transfer,

trade,

otherwise

disposal

goods,

services

technology,

anti-boycott

legislation

similar

laws

regulations,

rules,

restrictions,

licenses,

orders

requirements

force from time to time,

including those of the European Union,

the United Kingdom, the United

States of America or under applicable Laws.

“Transaction

Documents”

means

this

Agreement

and

any

other

documents

executed

connection with this Agreement.

“Transfer Taxes

”

has the meaning set forth in Section 10.5.

“Transition Services Agreement” has the meaning set forth in Section 5.11.

“Treasury

Regulations”

means

the

final,

temporary,

and

proposed

United

States

Department of the Treasury regulations promulgated under the Code.

“Units”

means

SWEPI’s

right,

title

and

interest

and

all

pooled,

communitized,

unitized acreage, which

includes all

or any part

of the

lands located within

the Subject Area

and

covered

the

Leases,

and

all

tenements,

hereditaments,

and

appurtenance

belonging

thereto,

including the pools and units described on Schedule 1.1(a).

“U.S.” means the United States of America.

“Wells”

means

SWEPI’s

right,

title

and

interest

and

all

Hydrocarbons,

water,

monitoring,

disposal

injection

wells

the

Subject

Area,

including

the

wells

described

Exhibit 10.1

- 25 -

Schedule

1.1(b),

whether

producing,

non-producing,

temporarily

plugged

and

abandoned,

and

whether or not fully described on any exhibit or schedule hereto.

“Working

Interest”

means,

with

respect

any

(a)

Well,

the

interest

(expressed

percentage or

a decimal)

in such

Well

that is

burdened with

the obligation

to bear

and pay

costs

and

expenses

maintenance,

development

and

operations

connection

with

such

Well

(with respect to

those formations

in which such

Well

is currently producing,

or with respect

to a

Well that is not currently producing,

the last depth or

formation at which

it produced), or (b)

Lease

or Unit, the

interest (expressed as

a percentage or

a decimal) in

such Lease or

Unit that is

burdened

with

the

obligation

bear

and

pay

costs

and

expenses

maintenance,

development

and

operations on

or in

connection with

such Lease

or Unit,

in the

case of

each of

items (a)

and (b)

without regard to the effect of any Royalties.