Woolsey White Co ExB 20120619 1145 by 9NtCySy

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									                                                 Exhibit “B”

Addendum to Oil and Gas Lease dated the         day of                , 2012, by and between           , as
Lessor (s) and Woolsey Energy II, LLC, as Lessee.

In the event that the terms and conditions set forth in this Exhibit “B” Addendum to Oil and Gas
Lease conflict with the oil and gas lease to which this Exhibit is attached hereto, the terms and
conditions of this Exhibit shall govern.

1. Lessee and Lessor shall mutually agree on all drillsite locations; the location of the placement of:
pipelines, flowlines, gathering lines and access road locations for ingress and egress of the Leased
Premises. Lessor shall provide written consent to such agreement; such consent shall not be unreasonably
withheld. It is agreed, that if at all possible, all wells, gathering systems, tank batteries and other structures
shall be placed in dry corners of the leased premises.

2. Lessee agrees to take due care in the construction of drill sites, pipelines, flowlines and/or gathering
lines, paying specific attention to the location of the entire drainage system located on the Leased Premises,
including drain tiles, drainage ditches and other water ways which assist in the proper drainage of the
Leased Premises. Lessee agrees, at Lessee’s sole expense, to redirect any of the tile drainage system or
other water ways that may be adversely affected by the location and construction of the drill sites,
pipelines, flowlines and/or gathering lines, that may be located on the Leased Premises. Lessee shall
contact Lessor and mutually agree upon the best course of action to be taken to assure the drainage system
is redirected in a manner as not to affect the proper drainage of the property. Lessee agrees to install
culverts, where necessary, to protect the drainage of the property and to prevent any ponding or erosion of
the soil, along the constructed access roads placed on the property. Lessee agrees to replace the tile
drainage system as near as practicable to its pre-drill site and/or pipeline, flowlines and/or gathering lines
construction condition.

3.    Lessee shall NOT have the right under this lease to use fresh water from any pond, lake, river or
water well, that was not drilled by Lessee on the Leased Premises, located on the Leased Premises, without
the written consent of Lessor. Lessee shall have the right to drill fresh water wells necessary for its
operations at locations mutually agreed upon by Lessor and Lessee, which shall not be unreasonably
withheld. Upon the termination of use by Lessee, Lessor shall be given the opportunity to utilize the newly
drilled well for irrigation purposes, but Lessee shall be indemnified by Lessor as to such usage of the well,
at the time it is transferred to Lessor for use.

4. If Lessor owns the surface of the Leased Premises upon which Lessee desires to conduct drilling
operations (outside of a vertical well, as set forth in article 14 in the lease), Lessee shall make a one-time
payment to Lessor in the amount of Ten Thousand Dollars ($10,000.00) per acre for each well pad located
on the Leased Premises, which payment shall be made prior to the commencement of construction of each
well pad. Said payment shall be for a pad site not to exceed six (6) acres and no more than six (6) wells per
pad site, including lease roads and tank battery sites to and from the well site. Lessee agrees to restore as
much as possible of the well pad to its former condition, as reasonably practical, as soon as reasonably
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possible, but not more than one (1) year after completion of drilling and completion of the well has taken
place. Lessee agrees to only use so much of the surface for the well pad, as reasonably necessary, so as to
minimize the foot print of the well pad and the well location on the surface, in the event that the full six (6)
acres is not necessary.

5. In the event the surface of the Leased Premises has been utilized by Lessee for its operations, Lessee
agrees to remove all equipment it placed on the leased premises, as well as restore the surface so utilized to
as near as reasonably practical to its former condition, within a reasonable time from the expiration of this
lease, not to exceed one year.

6.    Lessee shall indemnify and hold harmless Lessor against all causes of action, costs, liabilities, losses,
damages or whatever kind of character or any claims therefore for destruction or damage to property, if
such loss, destruction or damage to property arose out of or was a result of Lessee’s operations, except such
damages or destruction was the result of the negligence, willful misconduct or intentional act of Lessor, or
a guest or invitee of Lessor.

7. Lessee shall bury all flow lines, electric lines and pipelines below 48 inches, and that no above ground
lines shall be permanently installed, including electric lines, with the exception of a single service pole to
establish the electric connection from the power line with a transformer, which such placement shall be
mutually agreed upon. Lessee agrees that nothing larger than CA-6 rock shall be placed on the lease roads,
and preferably agricultural limestone.

8. Lessee shall keep and maintain roadways, tank sites, disposal pits and well locations in a clean and
neat condition and shall keep same free from Johnson Grass, noxious weeds, growths and sprouts. The
Lessee shall not bury or cause to be buried any concrete or other refuse on any part of the leasehold
premises described in this lease.

9. For the consideration first stated above, Lessor conditionally grants to Lessee easement(s) and right of
way(s) as provided herein. The use of such easement(s) and right of way(s) are conditioned upon Lessee
first paying or tendering to Lessor the sum of Ten Dollars ($10) per linear rod. Such easement(s) and right
of way(s) are described as follows: Lessor grants to Lessee a strip of land forty (40) feet wide for the
purpose of laying, constructing, operating, maintaining, repairing, replacing, removing, and installation of
cathodic protection equipment, and above ground appurtenance facilities which include above and below
ground valves, meters, and wire leads pertaining to the pipeline(s) for the transportation of water, brines,
oil, gas and other substances, and electrical line(s). The centerline of such easement(s) and right of way(s)
shall be the center of the pipeline(s) and electrical line(s) as actually laid. Lessee will consult with Lessor
on the course, route and direction of line(s) so as to minimize interference with surface usage by Lessor, or
Lessor’s tenant. Such pipeline(s) and electrical line(s) shall be buried, when crossing agricultural property
where cultivation is or can be utilized thereon, below 48 inches. Lessee shall pay for damages to growing
crops, timber, fences or other structures of Lessor that are damages by such construction, maintenance and
operation of the rights granted herein. The easement(s) and right of way(s) shall be constructed as if
conveyed by a separate instrument, without regard to the oil and gas lease of the term thereof; provided,
however, that if use of such easement(s) and right of way(s) is not actually commenced within the term of
said oil and gas lease or any extension or renewal thereof, then the easement(s) and right of way(s) and all
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rights granted hereunder shall cease and terminate on the date said oil and gas lease expires. The
easement(s) and right of way(s) are independent of, and are not a substitute for, the rights of Lessee under
said lease, which rights are not hereby diminished or affected, it being understood that the easement(s) and
right of way(s) provides for the transporting products mentioned herein which may be produced, obtained,
stored or transported upon or across lands adjacent thereto or in the vicinity thereof. The easement(s) and
right of way(s) granted herein shall extend to Lessee and Lessee’s successors and assigns in interest, and
shall remain in force for the period in which such are used by Lessee, it successors or assigns in interest,
even if past expiration of the oil and gas lease, provided that such were installed prior to such expiration.
Such provision shall not apply pipelines, flowlines and gathering lines constructed for the purpose of
transporting oil or gas from the Leased Premises, or acreage pooled with the Leased Premises but damages
for roadway shall be paid as set forth in paragraph 4 above.

10. Lessee shall test Lessor’s domestic supply for any water wells within 1,000’ of any proposed wellbore
prior to commencement of land following completion of said well on said land in order to ensure that said
water supply is not adverse affected by said operations. In the event any activity carried on by Lessee
pursuant to the terms of this lease damages disturbs, or injuries any fresh water or source located on the
leased premises. Lessee shall at its sole cost and expense correct any such damage, disturbance or injury or
shall pay Lessor for that loss based on fair market value.

11. Lessee agrees to push the “top soil” aside whereby after drilling operations are completed the “top soil”
may be replaced and the land restored, as nearly as is practicable to its condition as off the effective date of
this lease.

12. In the event that Lessee drills a salt water disposal well on the leased premises or converts a well
located on the leased premises to a salt water disposal well, Lessee is granted the right to dispose of salt
water or brine produced from wells located on the Leased Premises or on acreage pooled therewith.

13. This Addendum is executed in duplicate, each of which shall be considered an original. Lessor agrees
and understands that this Addendum shall not be recorded by Lessor, or its agents, without the express
written consent of Lessee

Signed for Identification and Approval thereto the terms set forth above.



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Lessor:                                               Lessor:



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Lessor:                                               Lessor:




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