Producers 88 (4-89) — Paid Up by wpk13069

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P roducers 88 (4-89) — P aid Up
With 640 Acres Pooling P rovision




                                                 PAID UP OIL AND GAS LEASE
                                                       (No Surface Use)
     THIS LEASE AGREE MEN T is made this ______ day of ____________ ___, _____, by and between ________ _____ _____ _____ _____ ______ _____ _____ _____ ____
and FOUR SEVENS ENERG Y CO., LLC, 201 Main Street 145 5, Fort Worth, Texas, 76102, as Lessee. All printed p ortions of this lease were prepar ed by the party
hereinab ov e named as Lessee, but all other prov isions (including the completion of blank spaces) were prepare d jointly by Lessor and Lessee.
     1. In consideration of a cash bonus in hand paid and the cov enants herein contained, Lessor hereby grants, leases and lets e xclusiv ely to Lessee the following described
land, hereinaf ter called leased premises:

ABSTRAC T NO.:           SURVEY NAME:



in the County of Tarrant, State of TE XAS, containin g ___ _____ ____ gross acres, more or less (includ ing a ny interests therein which Lessor may hereaf ter acquire by
rev ersion, prescription or otherwise), f or the purpose of exploring f or, dev eloping, producing and marketing oil and gas, along with all hy drocarbon and no n hydrocarbon
substances produced in association therewith (includin g geop hy sical/seismic operations). The term “gas” as used herein inclu des helium, carbon di oxide and other
commercial gases, as well as hy drocarbon gases. In a ddition to the abov e-described le ased premises, this lease a lso cov ers accretions and any small strips or parcels of
land no w or hereaf ter owne d by Lessor which ar e contiguous or adjacent to t he a bov e-described leased pr emises, and, in consideration of the af orementioned cash bonus,
Lessor agrees to execute at Lessee’s request any additional or supplemental instruments for a more complete or accurate descr iption of the land so cov ered. For the purpose
of determining the amount of any shut-in roy alties hereunder, the number of gross acres abov e specified shall be deemed correct, whether actually more or less.

      2. This lease, which is a “paid- up” lease re quiring no rentals, shall be in f orce f or a primary term of three (3) y ears f rom the date hereof , and f or as long thereaf ter as oil
or gas or other substances cov ered hereby are produced in pay ing quantities f rom the leased premises or f rom lands pooled the rewith or this lease is otherwise maintained in
eff ect pursuant to the prov isions hereof .
      3. Roy alties on oil, gas and other substances pro duced a nd sav ed hereun der shal l be paid by Lessee to Lessor as f ollows: (a ) For oil and other l iquid hy drocarbons
separated at Lessee’s separator f acilities, the roy alty shall be 25% of such production, to be deliv ered at Lessee’s option to Lessor at the wellhead or to Lessor’s credit at the
oil purchaser’s transpo rtation f acilities, prov ided that Lessee shall h av e the continuing rig ht to purchase such pro d uction at the wellh ead market p rice then prev ailing in the
same f ield (or if there is no such price then prev ailing in the same f ield, then in the nearest f ield in which ther e is such a prev ailing price) f or production of similar grade and
grav ity; (b) f or gas (including casinghea d gas) a nd all other substances cov ered hereby , the roy alty shall be 25% of the proceeds reali zed by Lessee f rom the sale thereof ,
less a proportionate part of ad v alorem taxes and production, sev erance, or other excise taxes , prov ided that Lessee shall hav e the continuing right to pu rchase such
production at the prev ailing wellhea d market price paid f or production of similar quality in the same f ield (or if there is n o such price then prev ailing in the same f ield, then in
the nearest f ield in which there is such a prev ailing price) pursuant to comparable purchase contracts entered into on the same or ne arest preceding date as the date on which
Lessee commences its purchases hereunder; and (c) if at the end of the primary term or any time thereaf ter one or more wells on the leased premises or lan ds pooled
therewith a re capa ble of either pro ducing oil or gas or other substances cov ered hereby in pay ing qu antities or such wells ar e waiting on hy draulic f racture stimulation, but
such well or we lls are either shut-in or production theref rom is not being sold by Lessee, such well or wells shall nev ertheless be deemed to be producing in pa y ing quantities
f or the purpose of maintaining this lease. If for a period of 90 consecutiv e day s such well or wells are shut-in or production theref rom is not being sold by Lessee, then Lessee
shall pay shut-in roy alty of twenty fiv e dollars ($25.00) per acre then cov ered by this lease, such pay ment to be made to Lessor or to Lessor’s credit in the deposi tory
designated belo w, on or bef ore the end of said 90-day period and thereaf ter on or bef ore each anniv ersary of the end of said 90-day period whil e the well o r wells a re shut-in
or production theref rom is not being sold by Lessee; prov ided that if this lease is otherwise being maintained by operations, or if production is being sold by Lessee f rom
another well or wells on the leased premises or lands pooled therewith, no shut -in roy alty shall be due until the end of the 90-day period next f ollowing cessation of such
operations or prod uction. Notwithstanding any thing contrary herein, it is expressly understood and agreed that af ter the expiration of the primary term, Lessee shall not hav e
the right to continue this Lease in force by payment of shut -in roy alty f or more than a single period of up to two (2) consecutiv e y ears .
      4. All shut-in roy alty pay ments under this lease shall be pai d or tend ered to L essor or to Lessor’s credit in _at lessor’s address above_ or its successors,
which shall be Lessor’s depository agent f or receiv ing pay ments regardless of changes in the ownership of said land. All payments or tenders may be made in currency, or by
check or by draf t and such payments or tenders to Lessor or to the depository by deposit in the US Mails in a s tamped env elope addressed to the depository or to the Lessor
at the last address known to Lessee shall constitute proper pay ment. If the depository should liquidate or be succeeded by a nother institution, or f or any reason f ail or ref use
to accept pay ment hereunder, Lessor shall, at Lessee’s requ est, deliv er to Lessee a proper recordabl e instrument naming another institution as depository agent to receiv e
pay ments.
      5. Except as prov ided f or in Paragraph 3. abov e, if Lessee drills a well which is incapab le of producing in pay ing quantities (her einaf ter called “dry hole”) on the le ased
premises or lands pooled there with, or if all production (whether or not in pay ing quantities) permanently ceases f rom any ca use, including a rev ision of unit boundaries
pursuant to the p rov isions of Paragraph 6 or the action of any gov ernmental authority , then in the ev ent this lease is not other wise be ing mai ntained i n f orce it shall
nev ertheless remain in f orce if Lessee commences operations f or reworking an existing we ll or f or drilling an ad ditional well or f or otherwise o btaining or restoring p roduction
on the leased premises or lands poole d therewith within 90 d ay s after completion of operations on such dry hole or within 90 day s af ter such cessation of all production. If at
the end of the primary term, or at any time thereafter, this lease is not otherwise being maintained in f orce but Lessee is t hen engaged in drilling, reworking or any other
operations reasonably calculated to obtain or restore production theref rom, t his lease shall remain in f orce so long as any one or more of such operations are prosecuted with
no cessation of more than 90 consecutiv e day s, and if any such operations result in the p roduction of oil or gas or other sub stances cov ered hereby , as long the reaf ter as
there is production in pay ing quantities f rom the leased premises or lands po oled ther ewith. Af ter completion of a well capa bl e of producing in pay ing quantities hereunder,
Lessee shall drill such additional wells on the leased premises or lands pooled there with as a reasonably prudent operator would dril l under the same or similar circumstances
to (a) d ev elop the leased premises as to f ormations then capable of producing in p ay ing quantities on the leased premises or la nds poo led the rewith, or (b ) to p rotect the
leased premises f rom uncompensated drainage by any well or wells located on other la nds not pooled the rewith. There shall be no cov enant to drill exploratory wells or any
additional wells except as expressly prov ided herein.
      6. Lessee shall hav e the right but not the obl igation to pool all or any part of the leased pr emises or interest therein with any ot her lands or interests, as to any or all
depths or zones, and as to any or all substances cov ered by this lease, either bef ore or af ter the commencement of production, whenev er Lessee deems it necessary or
proper to do so in order to prude ntly dev elop or operate the leased premises, whether or not similar pooling autho rity exists with respect to such other lands or interests. The
unit f ormed by such pooling f or an oil well which is not a hori zontal completion shall not exceed 80 acres plus a maximum acreag e tole rance of 10%, and f or a gas well or a
horizo ntal completion shall not exceed 640 acres plus a maximum acreage tolerance of 10%; prov ided that a larger unit may be f ormed f or an oil well or gas well or horizo ntal
completion to conf orm to any well spacing or density pattern that may be prescribed or permitted by any gov ernmental authority hav ing jurisdiction to do so. For the purpose
of the f oregoing, the terms “oil well” an d “gas well ” shall h av e the meanings prescribed by applicable la w or the a ppropri ate gov ernmental authority , or, if no def inition is so
prescribed, “oil well” mea ns a well with an initial gas -oil ratio of less than 100,000 cubic f eet per barrel and “gas well” means a well with an in itial gas -oil ratio of 100,000 cubic
f eet or more per barrel, based o n 24 -hour prod uction test conducted und er n ormal pr oducing conditions using standard lease se parator f acilities or equiv ale nt testing
equipment; and the term “hori zontal compl etion” means a n oil we ll in which the hori zo ntal component of the gross completion i nterv al in f acilities or equiv alent testing
equipment; and the term “horizontal completion” means an oil well in which the horizontal component of the gross completion interv al in the reserv oir exceeds the v ertical
component thereof. In exercising its pooling rights hereunder, Lessee shall f ile of record a written declaration describing the unit and stating the eff ectiv e date of pooling.
Production, drilling or r eworking oper ations any where on a un it which includes all or any part of the leased premises shall b e treated as if it were production, drilling or
reworking operations o n the leased pr emises, except that the production on which Lessor’s roy alty is calculated shall be that proportion of the total unit production which the
net acreage cov ered by this lease and included in the unit bears to the total gross acreage in the unit, but only to the exte nt such proportion of unit production is sold by
Lessee. Pooling in o ne or more instances shall not exhaust Lessee’s pooling rig hts hereunder, an d Lessee shall hav e the recu rring ri ght but not the obligation to rev ise any
unit f ormed hereunder by expansion or contraction or both, either bef ore or after commencement of production, in order to conf orm to the well spacing or density pattern
prescribed or permitted by the gov ernmental authority hav ing jurisdiction, or to conf orm to any productiv e acreage d eterminat ion mad e by such gov ernmental authority. In
making such a rev ision, Lessee shall f ile of record a written declaration describin g the rev ised unit and stating the effectiv e date of rev ision. To the extent any portion of the
leased premises is included in or excluded f rom the unit by v irtue of such rev ision, the proportion of unit production on which roy alties are pay able hereunder sha ll t hereaf ter
be adjusted accordingly . In the absence of production in pay ing quantities f rom a unit, or upon permanent cessation thereof, Lessee may terminate the unit by f iling of record
a written declaration describing the unit and stating the date of termination. Pooling hereunder shall not constitute a cross-conv ey ance of interests.
      7. If Lessor owns less than the f ull mineral estate in all or any part of the leased premises, the roy alties and shut -in roy alties pay able hereunder f or any well on any part
of the leased premises or lands pooled therewith shall be reduced to the proportion that Lessor’s interest in such part of th e leased premises bears to the f ull mineral estate in
such part of the leased premises.
      8. The interest of either Lessor or Lessee here under may be assigned, dev ised or other wise transf erred in whole or in part, by area an d/or by depth or zone, a n d the
rights and obligations of the parties hereunder shall extend to their respectiv e heirs, dev isees, executors, administrators, s uccessors and assigns. No change in Lessor’s
ownershi p shall hav e the eff ect of reducing the rights or enlarging the obl igations of Lessee hereunder, and no chan ge in o wnershi p shall be bin ding on L essee until 60 day s
after Lessee has been f urnished the original or certif ied or duly authenticated copies of the documents establishing such cha nge of ownership to the satisf action of Lessee or
until Lessor has satisf ied the notif ication requirements contained in Lessee’s usual f orm of div ision order. In the ev ent of the death of any person entitled to shut-in roy alties
hereunde r, Lessee may pay or tender such shut-in roy alties to the credit of decedent or deced ent’s estate in the depository designated ab ov e. If at any time two or mor e
persons are entitled to shut-in roy alties hereunder, Lessee may pay or tender such shut -in roy alties to such persons or to their credit in the depository , either jointly or
separately in proportion to the i nterest which each owns. If Lessee transf ers its interest hereunder in whol e or in part Les see shall b e re liev ed of all obligations t hereaf ter
arising with respect to the transf erred interest, and f ailure of the transf eree to satisfy such obligations with respect to the transf erred interest shall not affect the rights of
Lessee with respect to any interest not so transf erred. If Lessee transf ers a f ull or undiv ided interest in all or any porti on of the area cov ered by this lease, the obligation to
pay or tender shut-in roy alties hereunder shall be div ided between Lessee and the transf eree in proportion to the net acreage interest in this l ease then held by each.
      9. Lessee may , at any time and f rom time t o time, deliv er to Lessor or f ile of record a written release of this lease as to a f ull or undiv ided interest in all or any portion of
the area cov ered by this lease or any depths or zones thereunder, and shall thereu pon be rel iev ed of all obligations the reaf ter arising with respect to the interest so released.
If Lessee releases all or an undiv ided interest in less than all of the area cov ered hereby, Lessee’s obligation to pay or te nder shut-in roy alties shall be proportionately reduced
in accordance with the net acreage interest retained hereunder.
      10. In exploring f or, dev eloping, producing and marketing oil, gas and other substances cov ered hereby on the leased premise s or lands poole d or uniti zed her ewi th, in
primary and/or enhanced recov ery, Lessee shall hav e the right of ingress and egress along with the right to conduct such operations on the leased premises as may be
reasonably necessary f or such purposes, including but n ot limited to geophy sical operations, the drilling of wells, an d the c onstruction and use of roads, canals, pipelines,
tanks, water wells, disposal wells, injection wells, pits, electric and telephone lines, power stations, and other f acilities deemed necessary by Lessee to discov er, produce,
store, treat and/or transport production. Lessee may use in such operations, f ree of cost, any oil, gas, water and/or other substances produced on the leased pre mises,
except water f rom Lessor’s wells or ponds. In exploring, dev eloping, producing or marketing f rom the leased premises or lan ds po oled there with, the ancillary rights granted
herein shall apply (a) to the entire leased premises described in Paragraph 1 abov e, notwithstanding any partial release or o ther partial termination of this lease; and (b) to any
other lands in which Lessor no w or here af ter has authority to grant such rights in the v icinity of the leased premises or lands pooled ther ewith. When req uested by Lessor in
writing, Lessee shall bury its pipelines belo w ordi nary plow depth o n cultiv ated lands. No well shall be located less than 200 f eet f rom any house or barn now on the leased
premises or other lands used by Lessee hereunder, without Lessor’s consent, and Lessee shall pay for damage caused by its ope rations to buildings and other improv ements
now o n the leased premises or such other la nds, and to commercial timber and gro wing crops there on. Lessee shall hav e the right at any time to r emov e its f ixtures,
equipment and materials, including well casing, f rom the leased premises or such other lands during the term of this lease or within a reasonable time thereaf ter.
      11. Noise lev els associated with Lessee’s operations related to drilling, completion and re working of wells shall be kept to a reaso nable minimum, taking into
consideration re asonably av ailable equipme nt and technology in the oil and gas ind ustry, the lev el and nature of dev elopment and surf ace use else where in the v icinity of
Lessee’s drillsites and the f act Lessee’s operations ar e be ing con ducted in or near an urban reside ntial are a. If Lessee uti lizes any non-electric po were d e quip ment in its
operations, Lessee shall take reasonable steps to muff le the sound theref rom by installing a noise suppression muff ler or lik e equipment. Lessee will f ollow all appli cable city
ordinances la w regardi ng n oise. The Lessee will n ot place a ny gas compression station within 1000 f eet f rom the boundaries of the neighbor hoods of Berkeley Pl ace and
Ry an Place.
      12. Lessee’s obligations under this lease, whether express or implied, shall be subject to all applicable la ws, rules, regulations and ord ers of any gov ernmental authority
hav ing jurisdiction including restrictions on the drilling and prod uction of wells, and the price of oil, gas, and other substances cov ered hereby. When drilling, reworking,
production or other operations ar e prev ented or delay ed by such laws, rules, regulations or orders, or by inability to obtain necessary permits, equipment, serv ices, material,
water, electricity , f uel, access or easements, or by f ire, f lood, adv erse weather conditions, war, sabotage, rebel lion, insurrection, riot, strike or labor disputes, or by inability to
obtain a satisf actory market f or production or f ailure of purchasers or carriers to take or transport such production, or by any other cause not reasonably within Lessee’s
control, this lease shall not terminate because of such prev ention or delay , and at Lessee’s option, the period of such prev e ntion or delay shall be added to the term hereof .
Lessee shall not be liable f or breach of any express or implied cov enants of this lease when drilling, production or other operations are so prev ented, delay ed or interrupted.
      13. Lessee hereby releases and discharges Lessor and the owner of the surf ace estate, along with their officers, employ ees, partn ers, agents, contractors,
subcontractors, guests and inv itees, and their respectiv e heirs, successors and assigns (collectiv ely the “Lessor Parties”), of and f rom all and any actions and causes of action
of ev ery nature, or other harm, including env ironmental harm, for which recov ery of damages is sought, including, but not limited to, all losses and expenses which are caused
by the activ ities of Lessee, its off icers, employ ees and agents arising out of , incidental to or resulting f rom, the operatio ns of or f or Lessee on or under the leased pr emises or
at the drill site or operatio ns site or that may arise out of or be occasioned by Lessee’s breach of any of the terms or prov isions of this Lease, or by any other negligent or
strictly liable act or omission of Lessee. Further, Lessee hereby agrees to be liable f or, exonerate, indemnify, def end and hold harmless the Lessor Parties against any and all
claims, liabilities, losses, damages, actions, property damage, personal injury (including death), costs and expenses, or oth er harm f or which recov ery of damages is sought,
under any theory including tort, contract, statute or strict liability , including attorney f ees and other legal expenses, inc luding those related to env ironmental haza rds on or
under the leased premises or at the drill site or operations site or in any way related to Lessee’s f ailure to comply with any and all env ironmental laws; those arising f rom or in
any way related to Lessee’s operations or any other of Lessee’s activities in, on or under the leased premises or at th e drill site or operations site; those arising f rom Lessee’s
use of the surf ace or subsurf ace of the leased premises; and those that may arise out of or be occasioned by Lessee’s breach of any of the terms or prov isions of this Lease
or any other act or omission of Lessee, its directors, officers, employ ees, partners, agents, contractors, subcontractors, guests, inv itees and the ir respectiv e successors and
assigns. Each assignee of this Lease, or of an interest herein, agrees to be liable f or, exonerate, i ndemnify, def end and hold harmless the Lessor Parties in the same manner
prov ided abov e in connection with the activ ities of Lessee, its officers, employ ees and agents as described abov e.
      14. In the ev ent that Lessor, during the primary term of this leas e, receiv es a bona f ide off er which Lessor is willi ng to accept f rom any party offering to purchase f rom
Lessor a lease cov ering any or all of the substances cov ered by this lease and cov ering all or a portio n of the land describe d herei n, with the lease b ecoming eff ectiv e upon
expiration of this lease, Lessor hereby agrees to notify Lessee in writing of said off er immediately, including in the notice the name and address of the off eror, the price off ered
and all other pertinent terms and con ditions of the off er. Lessee, f or a period of f ifteen day s after receipt of the notice, shall hav e the prior and pref erred rig ht and option to
purchase the lease or part thereof or interest therein, cov ered by the off er at the price and according to the terms and cond itions specif ied in the off er.
      15. No litigation shall be in itiated by Lessor with respect to any breach or def ault by Lessee hereunder, f or a period of at l east 90 day s after Lessor has giv en Lessee
written notice f ully describing the breach or def ault, and then only if Lessee f ails to remedy the breach or def ault, within such period. In the ev ent the matter is litigated and
there is a f inal judicial determination that a breach or def ault has occurred, this lease shall not be f orf eited or canceled in whole or in p art unless Lessee is giv en a reasonable
time af ter said judicial determination to remedy the breach or def ault and Lessee f ails to do so.
      16. For the same consideration r ecited abov e, Lessor hereby grants, assigns and conv eys unto Lessee, its suc cessors and assigns, a perpetual subsurf ace easement
under and thro ugh the leased premises f or the placement of well bores (along r outes selected by Lessee) f rom oil or gas wells the surf ace locations of which are situated on
other tracts of land and which are not intend ed to dev elop the leased premises or lands pooled therewith and f rom which Lessor shall hav e no right to roy alty or other benef it.
Such subsurf ace easements shall run with the land and surv iv e any termination of this lease.
      17. Lessor h ereby warr ants and agrees to def end title conv ey ed to Lessee here under, and agrees that Lessee at L essee’s option may pay and d ischarge any taxes,
mortgages or liens existing, lev ied or assessed on or aga inst the leased premises. If Lessee exercises such op tion, Lessee shall be subrog ated to the rights of the party to
whom pay ment is made, and, in addition to its other rights, may reimburse itself out of any roy alties or shut -n roy alties otherwise pay able to Lessor hereund er. In the ev ent
Lessee is made aware of any claim inconsistent with Lessor’s title, Lessee may suspend the pay ment of roy alties and shut -in roy alties hereunder, witho ut interest, until
Lessee has been f urnished satisf actory evidence that such claim has been resolv ed.
      18. Notwithstanding anything contained to the contrary in this lease, Lessee shall not hav e any rights to use the surf ace of the leased premises for drilling or other
operations.

     IN WITNESS WHEREOF, this lease is executed to be effective as of the date f irst written abov e, but upon execution shall be binding on the signatory and the signatory ’s
heirs, dev isees, executors, administrators, successors and assigns, whether or not this lease has been executed by all partie s hereinabov e named as Lessor.

LESSOR (WHETHER ONE OR MORE)

______________________________________________

_______________________________________________

_______________________________________________

_______________________________________________


                                                                                 ACKNOWLEDGMENT
          STATE OF TEXAS
          COUNTY OF ____________________
               This instrument was acknowledged before me on the _________day of ___________, 20____, by

                                                                                                     ___________________________________________________________
                                                                                                     Notary Public, State of Texas
                                                                                                     Notary’s name (printed):
                                                                                                     Notary’s commission expires:


                                                                                 ACKNOWLEDGMENT
          STATE OF TEXAS
          COUNTY OF ____________________
               This instrument was acknowledged before me on the _________day of ___________, 20____, by

                                                                                                     ___________________________________________________________
                                                                                                     Notary Public, State of Texas
                                                                                                     Notary’s name (printed):
                                                                                                     Notary’s commission expires:



                                                                        CORPORATE ACKNOWLEDGMENT
          STATE OF TEXAS
          COUNTY OF ____________________
          This instrument was acknowledged before me on the _______ day of _____________________, 20____, by______________________________of
_____________________________ a _______________co rporation, on behalf of said corporation.
                                                                                          ___________________________________________________________
                                                                                          Notary Public, State of Texas
                                                                                          Notary’s name (printed):
                                                                                          Notary’s commission expires:



                                                                     RECORDING INFORMATION
STA TE OF TE XAS

County of _______________ _____ _____ ___

This instrument was f iled f or record on the __________ _____ _____ day of _____________ _____ _, 20______, at ________ _____ ___ o’clock _____M., and duly recorded in

Book ________ __, Page _____ _____ _, of the ______________ _ records of this off ice.

By _____________ _____ _____ _____ ______ _____ _____ _____ _____ ______ _____ ____
                         Clerk (or Deputy )

								
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