OIL, GAS AND MINERAL LEASE

AAPL FORM 820 OIL, GAS AND MINERAL LEASE THIS AGREEMENT, entered into effective as of ______________________________, 20_________, by and between __...
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AAPL FORM 820

OIL, GAS AND MINERAL LEASE

THIS AGREEMENT, entered into effective as of ______________________________, 20_________, by and between ____________________ _____________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ hereinafter called “Lessee,” witnesseth, that: 1. Lessor, in consideration of the sum of _________________________________ ($____________________), hereby leases and lets unto lessee the exclusive right: to enter upon the following described land, hereinafter referred to as “said land”, together with the right of ingress and egress to and from said land; to use said land for the exploration for and production of oil, gas, sulphur and other minerals, both hydrocarbon and non-hydrocarbon; to use the surface of said land for all purposes incident to the exploration for and production from or allocated to said land including, but not limited to, the ownership, possession, storage and transportation of said minerals either from said land or from acreage pooled therewith (or with any part thereof); the right to dispose of salt water or other substances related to or affecting such operations, the right to construct, maintain and use tanks, roads, telephone, telegraph and power lines, pipelines and/or canals thereon for operations on said land or on land pooled therewith (or with any part thereof) or in connection with similar operation on adjacent land, and the right to remove from said land within one year after the termination of this lease any property placed by Lessee thereon and to draw and remove casing from well drilled by Lessee on said land, said land to which this lease applies and which is affected hereby being located in _______________________ Parish, Louisiana, and described as follows, to-wit:

All land owned or claimed by the Lessor in the above mentioned section(s) or survey(s), all land acquired by prescription, inheritance, purchase or otherwise, and all accretion, alluvion or batture attaching to or forming a part of said land are included herein whether properly or specifically described or not. Whether or not any reduction in rentals shall have previously been made, this lease and the payments to Lessor provided by it, without further evidence thereof, shall immediately attach to, affect and cover any and all rights, titles and interests in said land, including reversionary mineral rights, hereafter acquired by or inuring to Lessor and Lessor's successors and assigns. 2. Subject to the other provisions hereof, this lease shall remain in force for a term of ________ years and _______ months from the date hereof, called "primary term" and, thereafter shall remain in force so long as either or both of the following conditions shall prevail without cessation or interruption of more than three (3) consecutive months: (a) so long as oil, gas or other mineral is produced from said land hereunder or from land pooled therewith (or with any part thereof); (b) so long as Lessee is engaged in drilling, mining or reworking operations on said land hereunder or on land pooled therewith (or with any part thereof). 3. This is a Paid-Up Lease. In consideration of the down cash payment, this lease shall remain in full force and effect during the primary term fixed in Paragraph 2 hereof without any additional payment (except royalties on actual production) and without Lessee being obligated to conduct or continue any operations on said land (either before or after the discovery of minerals) except to drill such wells as might be necessary to protect said land from drainage as provided in paragraph 8 hereof. 4. If at any time or times after the primary term or within three (3) months before the expiration of the primary term, all drilling, mining or reworking operations (in absence of production) or all production (in absence of drilling, mining or reworking operations) shall cease for any cause, this lease shall not terminate if Lessee shall within three (3) months after any such cessation, commence or resume drilling, mining or reworking operations, on the land or any land pooled therewith, or the production of any mineral therefrom. 5. Where gas or gas condensate has been discovered on said land or on land pooled therewith (or with any part thereof), and this lease is not being otherwise maintained in full force and effect under other provisions of this lease, Lessee, at Lessee's election, may at any time and from time to time during or after the primary term pay or tender to Lessor or to Lessor's credit in ______________________________ Bank of _________________________ whose address is _____________________________________________________ and whose zip code is _____________, the sum of $________________ per acre for each acre of land then covered by this lease, and it shall be considered that gas or gas condensate is being produced in paying quantities hereunder for a period of one (1) year from the date on or for which any such payment is made or tendered, the first payment being due: (a) Within two (2) months of the date such well is completed as a shut-in gas or gas condensate well or within two (2) months of the date this lease ceases to be maintained under the other provisions of this lease, whichever is later, if any such well is completed as a shut-in gas or gas condensate well after the expiration of the primary term; or (b) on or before the expiration of the primary term herein fixed, if any such well is completed as a shut-in gas or gas condensate well during said primary term unless such well is completed within two (2) months of the expiration of said primary term, in which event such first payment shall be due within two (2) months after the completion of such well. Thereafter, this lease may be maintained in full force and effect from year to year by making or tendering annual payments in amount provided for above on or before each anniversary date established by the first payment; however, this lease cannot be extended by such annual payments for more than five (5) consecutive years. The above designated depository bank shall be and remain Lessor's agent for such purpose regardless of any change or changes in the ownership of said land or mineral rights therein. The owners of the royalty as of the date of any such payment shall be entitled thereto in proportion to their ownership of said royalty. Lessee shall notify Lessor of any such payment at Lessor's address last known to Lessee. 6. Lessee, at its option, is hereby given the right and power without any further approval from Lessor, at any time and from time to time, to pool or combine said land or mineral interest covered by this lease, or any portion thereof, with other land, lease or leases and mineral interests in the immediate vicinity thereof, when, in Lessee's judgment, it is necessary or advisable to do so in order to properly explore, develop or operate said land so as to promote the conservation of oil, gas or other minerals in and under and that may be produced from said land or to prevent waste or to avoid the drilling of unnecessary wells or to comply with the spacing or unitization order of any Regulatory Body of the State of Louisiana or the United States having jurisdiction. The term "Regulatory Body" shall include any governmental officer, tribunal or group (civil or military) issuing orders governing the drilling of wells or the production of minerals. Such pooling shall be of adjacent tracts which will form a reasonably compact (but not necessarily continguous) body of land for each unit, and the unit or units so created shall not exceed substantially forty (40) acres each for each well for oil exploration or production and substantially six hundred forty (640) acres each for each well for gas or gas-condensate exploration or production unless a larger spacing pattern or larger drilling or production unit (including a field or pool unit) shall have been fixed and established by an order of a Regulatory Body of the State of Louisiana or of the United States, in which event the unit or units shall be the same as fixed by said order. Lessee shall execute and file for record in the Conveyance Records of the Parish in which said land is situated a declaration of pooling describing the pooled acreage; and said unit or units shall be effective on the date such declaration it is filed for

record. The royalties herein elsewhere specified, and subject to the provisions of Paragraph 11 hereof, shall be computed only on the proportionate part of the production from any pooled unit that is allocated to said land; and unless otherwise allocated by order of a Regulatory Body, the amount of production to be so allocated from each pooled unit shall be that proportion of such total production that the surface area of said land included in the unit bears to the total surface area of all lands included in such pooled unit. Drilling or reworking operations on or production of oil, gas or other minerals from the land included in such pooled unit shall have the effect of continuing this lease in force and effect during or after the primary term as to all of said land (including any portion of said land not included in said unit) as to all strata underlying said land, whether or not such operations be on or such production be from said land. Any unit formed by Lessee hereunder may be created either prior to, during or after the drilling of the well which is then or thereafter becomes the unit well. Separate units may be created for oil and for gas or gas condensate, or for separate stratum or strata of oil or gas or gas condensate, even though the areas thereof overlap, and the creation of a unit as to one mineral or strata or stratum shall not exhaust the right of Lessee (even as to the same well) to create different or additional units for other minerals or for other strata or stratum of the same or other minerals. The failure of the leasehold title (in whole or in part) to any tract or interest therein included in a pooled unit shall not affect the validity of said unit as to the tracts or interest not subject to such failure but the unit may thereafter be revised as hereinafter provided. Lessee shall have the right and power to reduce and diminish the extent of any unit created under the terms of this paragraph so as to eliminate from said unit any interest or lease to which title has failed or upon which there is or may be an adverse claim. Such revision of the unit shall be evidenced by an instrument in writing executed by Lessee, which shall describe the lands included in the unit as revised and shall be filed for record in the Conveyance Records of the Parish where the lands herein leased are situated. The revised declaration shall not be retroactive but shall be effective as of the date that it is filed for record. Any unit created by Lessee hereunder shall also be revised so as to conform with an order of a Regulatory Body issued after said unit was originally established; such revision shall be effective as of the effective date of such order without further declaration by Lessee, but such revision shall be limited to the stratum or strata covered by said order and shall not otherwise affect the unit originally created. 7. Subject to the provisions of Paragraphs 6 (dealing with pooling and unitization) and 11 (dealing with warranty and proportionate reduction based on ownership) the royalties to be paid by Lessee are: (a) On oil (which includes condensate and other liquid hydrocarbons when separated by lease separator units), one-eighth (1/8) of that produced and saved from said land and not used for fuel in conducting operations on said land or on land pooled therewith (or with any part thereof), or in treating such liquids to make them marketable; (b) On gas produced from or attributable to said land and sold, including the gas remaining after the extraction of hydrocarbon products therefrom one-eighth (1/8) of the market value at the mouth of the well of the gas so sold, including casinghead gas or other gaseous substances. The price to be used in computing the market value at the mouth of the well shall be the price received by Lessee under an arm's length gas sales contract prudently negotiated in the light of the facts and circumstances existing at the time of consummation of such contract; provided, however, should Lessee by virtue of any order by any regulatory body, state or federal, receive less than the price provided for in any gas sales contract entered into by Lessee, such lesser price shall be used in such computation; (c) With respect to gas used other than for operations hereunder, including casinghead gas or other gaseous substances, royalty shall be one-eighth (1/8) of the market value at the mouth of the well as computed in subparagraph (b) above; provided if Lessee is not selling gas under arm's length contract as provided in subparagraph (b) above, the market value of gas used other than for operations hereunder, including casinghead gas or other gaseous substances, shall be its fair value at the mouth of the well at the time of production but not less than the average of the prices paid under comparable circumstances for gas of like kind and quality from the field from which such gas is being produced, or if no gas is being sold from that field, the average of prices paid under comparable circumstances for gas of like kind and quality in the three nearest fields where sold; (d) On hydrocarbon products extracted and saved by Lessee from gas, casinghead gas or other gaseous substances produced from or attributable to said land by processing such gas through any plant or plants, whether owned or operated by Lessee or any affiliate of Lessee or by a party other than Lessee, one-eighth (1/8) of the net proceeds received by Lessee for such products, said net proceeds being the net amount received by Lessee after deducting the costs of processing such gas through said plant or plants; (e) For all operations hereunder (lease or unit operations), Lessee may use free of royalty all oil, gas or any component thereof and water from said land, except water from Lessor's wells, as well as gas, including the components thereof, injected into a subsurface stratum or strata as hereinafter defined; (f) One Dollar ($1.00) for each ton of 2,240 pounds of sulphur, payable when marketed; and, (g) One-eighth (1/8) of the market value at the well or mine of all other minerals produced and saved or mined and marketed. Oil royalties shall be delivered to Lessor free of expense at Lessor's option in tanks furnished by Lessor at the well or to Lessor's credit in any pipeline connected therewith. Lessee may from time to time purchase any royalty oil, paying therefor the market price prevailing for the field where produced on the day it is run to the pipeline or storage tanks, or if no such market price is established, the price for which Lessee sells its share of each oil less the costs of handling and transportation to the point of sale. Lessee shall have the right to inject gas, water, brine or other fluids into a subsurface stratum or strata, and no royalties shall be due or computed on any gas or component thereof produced by Lessee and injected into subsurface stratum or strata through a well or wells located either on said land or on a pooled unit containing all or part of said land. 8. If, prior to or after the discovery of oil or gas on said land, a well producing oil or gas in paying quantities for thirty (30) consecutive days should be brought in on adjacent lands not owned by Lessor and not included in a pooled unit containing all or a portion of said land, Lessee shall drill such offset well to protect said land from drainage as and within the time that a reasonable and prudent operator would drill under the same or similar circumstances, it being provided, however, that Lessee shall not be required to drill any such offset well unless the well on adjacent land is within 330' of any line of said land nor shall such offset well be necessary when said land is being reasonably protected by a well on said land or on land pooled therewith (or with any part thereof). 9. The Lessee shall be responsible to Lessor for all damages to timber and growing crops of Lessor caused by Lessee's negligent operations. 10. The rights of any party hereunder may be assigned in whole or in part, and all provisions hereof shall inure to the benefit of and bind the successors and assigns (in whole or in part) of Lessor and Lessee, and regardless of any notice thereof, actual or constructive, any change of or division in the ownership of said land or any interest therein or any change in the status or capacity of Lessor however accomplished will not operate to enlarge or diminish the rights of Lessee, or the heirs, successors, assigns or sublessees of Lessee, herein; and no change of or division in the ownership of said land or any interest therein whether by sale, assignment, sublease, inheritance, prescription or otherwise shall be binding on Lessee until one (1) month after Lessee shall have been furnished by registered U.S. Mail at Lessee's principal place of business with a certified copy of the recorded instrument(s) evidencing same or in the event of a change in status or capacity of Lessor or any other owner of rights hereunder until Lessee shall have been furnished written evidence of any such change in status or capacity. The furnishing of such instruments or evidence shall not affect the validity of payments theretofore made in advance. In the event of a transfer in whole or in part by Lessee of ownership interests in said land liability for the breach of any obligation hereunder shall vest exclusively upon the transferee who commits such breach. A sublessee may, as to Lessor, exercise the rights and discharge the obligations of the Lessee hereunder without the joinder of any sublessor. In the event of the death of any person entitled to payment hereunder, Lessee may pay or tender any payment hereunder to the credit of the deceased or the estate of the deceased until such time Lessee is furnished with proper evidence of the appointment and qualification of an executor or administrator of the estate, or if there be none, until Lessee is furnished with evidence satisfactory to it as to the heirs or devisees of the deceased and that all debts of the estate have been settled or paid. If at any time two or more persons be entitled to participate in any payment hereunder, Lessee may pay or tender said payment jointly to such persons or to their joint credit in the depository bank named in paragraph 5 above; or, at Lessee's election, the proportionate part of any such payment to which each participant is entitled may be paid or tendered to him separately or to his separate credit in said depository; and payment or tender to any participant of his portion of any such payment hereunder shall maintain this lease in full force and effect as to such participant. If six or more parties become entitled to any payment hereunder, Lessee may withhold payment thereof, without interest, unless and until furnished with a recordable instrument executed by all such parties designating an agent to receive payment for all. 11. Lessor hereby warrants and agrees to defend the title to said land and agrees that Lessee, at its option, may discharge any tax, mortgage, or other lien upon said land and be subrogated thereto and have the right to apply to the repayment of Lessee any royalties accruing hereunder. Without impairment of Lessee's rights under the warranty, it is agreed that if Lessor owns less than the entire undivided interest in all or any portion of said land or mineral rights relating thereto, whether or not this lease purports to cover the whole or a fractional interest, then any payment to be paid hereunder shall be reduced proportionately. Further, if Lessor's title should fail as to any part of said land, royalties or other payments, if any, shall not be applicable as to that part of said lands to which title has failed; or if the production from said land, or any part thereof, is subject to any royalty or interest in production other than those specifically reserved to Lessor herein, then such interests in production shall be deducted from the Lessor's royalty or other share of the royalty reserved herein. Whether or not such reductions are made, this lease shall immediately attach to and affect any and all rights, titles, and interests in said land, including reversionary mineral rights, hereafter acquired by or inurring to the benefit of the Lessor or Lessor's successor in title. Should any interest in said land be claimed adversely to Lessor, Lessee shall have the right to acquire such interest or a lease(s) thereon in order to protect its leasehold rights and shall not thereby be held to have disputed Lessor's title; and in the event said land, any part thereof, or an interest therein or in royalties payable hereunder are claimed by third parties, Lessee shall have the right to withhold without liability for interest thereon the payment of royalties or production therefrom or to deposit such royalties in the registry of the Court until final determination of Lessor's rights. When required by state, federal, or other law, Lessee may withhold taxes with respect to royalty, and any other payments due hereunder and to remit the amounts withheld to the applicable taxing authority for the credit of Lessor.

12. In the event that Lessor at any time considers that Lessee has failed to comply with any condition, covenant or obligation, whether express or implied, of this lease, Lessor shall so notify Lessee in writing of the facts relied upon as constituting such breach, whether active or passive, and Lessee shall have two (2) months after receipt of such notice in which to take whatever action legally necessary to comply with the requirements hereof. Good faith shall be the standard for determining whether there has been compliance with any such condition, covenant or obligation. The service of said notice and the lapse of said two (2) months without Lessee meeting or attempting to meet the alleged breach shall be a condition precedent to any action, including but not limited to an action for damages, by Lessor for any cause hereunder. This lease shall not be subject to cancellation or forfeiture, either in whole or in part, for failure to comply with any such condition, covenant or obligation except after final judicial ascertainment of such failure and Lessee has been given a period of two (2) months after such final judicial ascertainment to prevent such cancellation or forfeiture by complying with and discharging such condition, covenant or obligation as to which Lessee has been judicially determined to be in default. 13. This lease may be signed in any number of counterparts, each of which shall be binding upon all who execute same, whether or not all parties named in the caption hereof execute this lease. As used in this lease, the term "Lessor" shall include all parties who execute this lease, as Lessor, regardless of whether such party is named in said caption. 14. It is agreed that whenever, as a result of any cause beyond Lessee's control (including but not limited to fire, flood, storm, or other Acts of God; law, order, rule or regulation of any governmental unit, subdivision, or agency; equipment malfunction or break-down; inability to secure men, material, or transportation; war, civil disturbances, strikes, or differences with workmen; or any other cause, whether similar or dissimilar, beyond Lessee's control), Lessee is delayed, hindered, interrupted or prevented from complying with any express or implied condition, covenant or obligation of this lease, Lessee shall not be liable for damages or forfeiture of this lease and Lessee's required compliance with such condition, covenant or obligation shall be suspended so long as such cause exists. If at any time this lease is being maintained solely by the provisions of this paragraph, Lessee, at Lessee's election, may, from time to time so long as such cause exists, pay to Lessor a sum equal to the shut-in gas royalty payment provided in Paragraph 5 hereof, regardless of whether or not there is a shut-in well on this lease or on lands pooled therewith (or with any part thereof), any such payment being hereinafter sometimes referred to as a "Force Majeure Payment." In the event Lessee elects to make a Force Majeure Payment or Payments provided for herein, such payment or payments shall be made in the same manner, method, amount and for the same period or periods of time and shall be given the same effect as a shut-in gas royalty payment made under said Paragraph 5 hereof, the first payment being due within two (2) months of the date Lessee is delayed, hindered, interrupted or prevented from complying with any express or implied condition, covenant or obligation of this lease as set forth above. 15. If Lessee shall in good faith and with reasonable diligence attempt to make any payment hereunder but shall fail to pay or to timely pay or incorrectly pay same or some portion thereof, this lease shall not terminate unless Lessee, within two (2) months after receipt of written notice of its error or failure, shall fail to rectify same. Lessee may at any time or times release or surrender this lease or any portion thereof by delivering to Lessor or to said Bank or by filing for record a release or releases thereof and be released of all obligations hereunder thereafter accruing as to land so released or surrendered, and all payments to Lessor provided for herein (except royalties on actual production) shall be reduced in the same proportion that the land covered hererby is reduced. Lessee and Lessee’s successors or assigns are hereby granted such rights-of-way or servitudes affecting any lands so surrendered or released or forfeited hereunder as are necessary and/or convenient for Lessee's operations on the lands retained hereunder or on lands pooled therewith (or with any part thereof). 16. In the event of forfeiture of this lease for any cause, Lessee shall have the right to retain around each well then producing (or capable of producing but shut-in under Paragraph 5 hereof) oil, gas or other minerals, or being drilled or worked on the number of acres fixed and located by or in accordance with the spacing or unit or proration allowable order of the Regulatory Body of the State of Louisiana or of the United States under which said well is being drilled or produced or shut-in, or if said well has been or is being drilled on a pooled unit by Lessee as provided herein, then Lessee may retain all of said land comprising the pooled unit; and if no spacing or proration allowable order has been issued or pooled unit established, then Lessee shall have the right to retain forty (40) acres surrounding each oil well then producing or being drilled or worked on, and six hundred forty (640) acres surrounding each gas or gas condensate well then producing, or being drilled or worked on or shut-in under Paragraph 5 hereof, each of such tracts to be in as near a square form as is practicable and the aggregate of all retained tracts being subject to all of the terms and provisions thereof in the event of any such termination that portion of this lease falling in each such retained tract shall, for all purposes hereof, be considered as having been reasonably developed. 17. All of the terms and provisions of this lease shall be binding upon the heirs, successors, sublessees, representatives, and assigns of Lessor and Lessee. The consideration paid by Lessee to Lessor is accepted as full and adequate consideration for all rights, options and privileges herein granted. IN WITNESS WHEREOF, this instrument is executed as of the date first above written.

WITNESSES SIGN HERE

LESSOR SIGN HERE

_____________________________________________________ _______________________________________________________ _____________________________________________________ _______________________________________________________ Address _______________________________________________________ City State Zip Code _______________________________________________________ SSN:

WITNESSES SIGN HERE

LESSOR SIGN HERE

_____________________________________________________ _______________________________________________________ _____________________________________________________

_______________________________________________________ Address _______________________________________________________ City State Zip Code _______________________________________________________ SSN:

WITNESSES SIGN HERE

LESSOR SIGN HERE

_____________________________________________________ _______________________________________________________ _____________________________________________________ _______________________________________________________ Address _______________________________________________________ City State Zip Code _______________________________________________________ SSN:

STATE OF______________________________

______________________OF______________ On this _______ day of ________________________, 20______, before me personally appeared ______________________________________ ___________________________________________________, to me known to be the person _____ described in and who executed the foregoing instrument, and acknowledged that ________________ executed the same as _____________________ free act and deed. IN WITNESS WHEREOF, I have hereunto set my official hand and seal on the date hereinabove written. _______________________________________________________ Notary Public in and for My Commission expires ______________________________________

_______________________________________________________

STATE OF______________________________

______________________OF______________ On this _________ day of __________________________, 20______, before me appeared ___________________________________________ ____________________________________ to me personally known, who being by me duly sworn, did say that he is the ___________________________ of ________________________________________, a __________________________________________ corporation, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said appearer acknowledged that he executed the same as the free act and deed of said corporation. IN WITNESS WHEREOF, I have hereunto set my official hand and seal on the date hereinabove written.

_______________________________________________________ Notary Public in and for My Commission expires ______________________________________

STATE OF______________________________

______________________OF______________

_______________________________________________________

BEFORE ME, the undersigned authority, this day personally appeared _________________________________________ to me personally known to be the identical person whose name is subscribed to the foregoing instrument as on attesting witness, who, being first duly sworn, on ___________ oath says: That _______ subscribed ___________________ name to the foregoing instrument as a witness, and that ___________ knows _______________ _____________________________________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________ the Lessor ___________ named in said instrument, to be the identical person _________ described therein, and who executed the same, and saw ________ sign the same as ______________ voluntary act and deed, and that ______________, the said appearer, subscribed the same at the same time as an attesting witness. Sworn to and subscribed before me, this _____________ day of ________________________, 20_________ ___________________________________________________________ Notary Public in and for ___________________________________________________________

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______________________________________________ (Witness)