MINERAL PURCHASE CONTRACT

THIS AGREEMENT made on the ____ day of __________________, 2017, by and between

NAME OF SELLER, hereinafter referred to as Sellers, and NAME OF PURCHASER,

hereinafter referred to as Purchaser or Buyer.

WITNESSETH: That Sellers hereby agree to sell and Purchaser hereby agrees to buy,

upon the terms and conditions hereinafter set forth, that certain real properties and/or mineral

interest thereon, sometimes hereinafter referred to as subject tract(s), more particularly described

as follows [in Exhibit A attached for larger portfolios]:

SEE EXHIBIT A

Tract 1 - Tax parcel #

Tract 2 - Tax parcel #
Tract 3 - Tax parcel #

Seller and Purchaser further agree as follows:

1. Purchase Price. Sellers hereby agree to sell and Purchaser hereby agrees to purchase

said mineral tract for and in consideration of the sum of EIGHT THOUSAND TWO

HUNDRED FIFTY Dollars ($8,250.00) per net mineral acre determined at the sole discretion of

the buyer to be owned by the Seller and able to be conveyed. The total payment if the full

220+/- acres is able to be conveyed would be approximately $1,815,000.00 according to the

following conditions:

(a) Upon the execution of this Mineral Purchase Contract, Purchaser shall pay

Seller the sum of 10 Dollars ($ 10.00 ) as earnest money;

(b) Buyer shall deposit $50,000.00 hand money with Stephen J. O'Brien, Esq., to

be deposited into escrow/IOLTA account pending the Closing. The Purchaser shall receive credit

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for the $50,000.00 hand money at Closing towards the total final purchase and transfer.

(c) At closing as hereinafter defined, Purchaser shall pay to Seller the total sum of

$1,815,000.00 if all mineral tract acreage is able to be conveyed;

2. Closing shall occur within 45 days of the execution date of this contract or

shortly after the completion of all due diligence. Purchaser shall take possession of the mineral

tract at closing. Time is of the essence of this Agreement.

3. Seller, during the time period pending closing, shall continue to pay the taxes upon

the mineral tract(s), if applicable, and shall not make any conveyances affecting said mineral

tract(s).

4. Adjustments of Purchase Price. The purchase price shall be adjusted at closing based

on allocated purchase prices to reflect the inability of the Seller to convey any properties and/or to

reflect the actual amount of conveyed minerals (in acres) subject to title research and mineral

abstracts paid for by the buyer.

5. Utilities. Not Applicable.

6. Rentals. Not Applicable.

7. Hazardous Waste Inspection. Not Applicable

8. Termite Inspection. Not Applicable.

9. Structural Inspection. Not Applicable.

10. Survey. Not Applicable.

11. Physical Condition. Not Applicable.

12. Risk of Loss. Not Applicable .

13. Purchaser Costs and Seller Costs. Purchaser will pay for an examination of the real

property and mineral title to said tract(s) and all costs in connection with title insurance and any

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recording fees for the Deed or other documents. Seller will pay for preparation of the Deed, and

recording of releases of liens. The parties shall split the cost of Real Estate Transfer Tax Stamps

(1% Seller and 1% Purchaser).

14. Seller Quality of Title. Seller will, upon tender of the unpaid balance of the purchase

price, convey said mineral tract(s) to Purchaser by apt and General Warranty Deed, subject to the

approval of Purchaser legal counsel, conveying good and marketable fee simple title to said

oil/gas ownership, with covenants of general warranty, free from liens and encumbrances other

than the existing lease.

15. Royalty Payments/Interests and Other Revenues. All royalty payments and all other

revenues associated with the mineral interests received by the Seller prior to the Closing Date

shall be retained by Seller. Any royalty payments or other revenues associated with the mineral

interests received by Seller for any period after the Closing Date shall be forwarded to the

Purchaser.

16. Default. Should Seller be unable or fail to convey good and marketable fee simple

title upon the terms set out in this Agreement for any mineral tract described herein (Title issue

Properties), Purchaser may at its option cancel this Agreement with respect to such Title issue

Properties, in writing, and any sums paid by Purchaser and allocated to such Title issue Properties

shall be returned to Purchaser or Purchaser may proceed with such remedies as the law affords for

breach of this Agreement, which may include specific performance of the obligations outlined in

the Agreement. Should Purchaser default, Sellers sole remedy shall be to retain the earnest money

as liquidated damages. Purchaser's decision to forgo purchase of the net acreage confirmed via

title search shall result in forefiture of the earnest and hand money as liquidated damages to Seller.

It is expressly understood that if, title research indicates less than fifty percent (50%) ownership

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of the purported mineral acres, as identified above, the earnest money paid by purchaser, shall be

refunded in full.

17. No Brokers. Purchaser have/has not dealt with any broker or real estate agent in

negotiation for the purchase of the property.

18. Definitions. Seller means Seller or Sellers. Purchaser means Purchaser or

Purchasers. Him means him, her, it or they, and his means his, hers, its or theirs, as the case may

be to fit the context.

19. Modification. This is the entire agreement between the parties hereto and any

modification or amendment hereto shall be in writing and signed by all parties hereto.

20. Successors and Assigns. This Agreement is binding upon the parties hereto, their

heirs, administrators, executors, successors and assigns. Buyers rights under this contract are

transferable to affiliates and subsidiaries of Ridgetop Management, LLC.

21. Mineral Abstract and Clean Title. This agreement is dependent upon the review of

title/ownership of the mineral/oil/gas interests and the complete transfer of said interests. Seller

does not own the surface rights to the mineral tracts.

WITNESS the following signatures and seals:

Seller:

_____________________________________________________________
Seller Date

Purchaser:

_____________________________________________________________
Purchaser Date

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