Service Agreement

1. The Client 2. Services 3. Terms 4. Fees & Expenses 5. Late Payments & Collections 6. Confidentiality 7. Staff Protection 8. Means of Providing Services 9. Liability 10. Indemnity 11. Notice 12. Arbitration 13. Miscellaneous

This Service Agreement describes the terms upon which PetroLedger, LLC, a Texas limited liability company (“PetroLedger”), will provide and bill mutually agreed upon services to the Client (as defined below). When used herein, the term “Agreement” means this Service Agreement together with each Statement of Work (“SOW”) entered into by PetroLedger and Client.

1. The Client: PetroLedger shall provide Services to the Client named in the SOW. PetroLedger may also provide Services to Client’s affiliates from time to time when, in PetroLedger’s sole discretion, the interests of the Client and its affiliates are identical or nearly so. If PetroLedger provides Services to Client’s affiliates, the term “Client” shall refer to Client together with any such affiliate(s).

2. Services: PetroLedger agrees to provide administrative and/or bookkeeping services as defined and requested by the Client from time to time (the “Services”) and described in more detail in each SOW in accordance with the terms and conditions of this Service Agreement. The Services may include assisting the Client in recordkeeping of oil and gas interests using the WolfePak (WolfePak ERP, DocVue, etc), OGSys, or W Energy Product Suites’ (or other such products as may be required), providing reports on a regular basis that facilitate the analysis of that data, and such others as PetroLedger and the Client shall mutually agree upon from time to time. PetroLedger is not a certified public accounting firm. Accordingly, PetroLedger does not perform any audit, review, compilation, or tax services, nor does it express any opinion with respect to the completeness/accuracy of Client’s financial information.

3. Term: The term of this Service Agreement shall run concurrently with any outstanding SOWs between PetroLedger and Client. The rights and obligations of the parties set forth in Section 5, Section 6, Sections 9 through 13, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. Subject to the lien on Client files and data granted to PetroLedger below, and provided that all outstanding balances have been paid in full, PetroLedger will return the Client’s files and data within 30 days of the date of termination of all SOWs between PetroLedger and Client.

4. Fees and Expenses: Client agrees to pay PetroLedger the retainer and fees for Services in accordance with the applicable SOW. Fees for Services that are charged as hourly or other per unit rates are subject to periodic revision for market and inflationary conditions. Revised rates are effective immediately upon written notice by PetroLedger. Statements are prepared and delivered by electronic mail at the beginning of each month for the prior month of service. Statements are payable upon receipt and are overdue if not paid within 30 days from the invoice date.

5. Late Payments and Collections: PetroLedger may assess a monthly service charge of 1% of all outstanding fees not received in full on or before the statement due date. The monthly service charge will commence at the end of the month in which the late payment occurs. In no event will the service charge be greater than that permitted by applicable law. Expenses necessary to collect late payments or assessed service charges will be payable by Client. These expenses include, without limitation, all filing fees, third-party expenses, and attorney’s fees incurred to collect such amounts. All of Client’s files and data in possession of PetroLedger will be held in lien until payment is received for the full amount due. PetroLedger reserves the right to discontinue providing services if timely payment of statements persists without mutually acceptable arrangements for delayed payments.

6. Confidentiality: PetroLedger agrees that Confidential Information, as hereinafter defined, is and shall remain the property of Client to be held in strict confidence by PetroLedger solely for Client’s benefit and shall not be used or otherwise disclosed to any other parties without obtaining Client’s prior written consent. “Confidential Information” includes all financial, technical, business and personnel information or other information which relates to past, present and future business activities of Client that is disclosed to PetroLedger in the performance of the Services. Confidential Information shall not include information that becomes generally available to the public (other than by the acts or omissions of PetroLedger). Client agrees to hold this Agreement and all related documents and the information contained herein and therein along with information related to PetroLedger’s business policies, practices, procedures, pricing, and personnel in strict confidence and shall not use or disclose the aforementioned to any other parties, at any time, for any purpose, without obtaining PetroLedger’s prior written consent. PetroLedger may store some or all of Client’s files on a variety of platforms, including third-party cloud-based servers. Although PetroLedger takes every precaution to make sure those servers are encrypted and secure, there is still a risk that Client’s Confidential Information may be disclosed. By signing below, Client consents to PetroLedger’s use of such storage services.

7. Staff Protection: During the term of this Agreement and for a period of one year thereafter, Client agrees that it will not solicit, employ, or accept services from any PetroLedger employee (or any former employee within one year after the employee’s separation from PetroLedger) that has provided Services to Client on behalf of PetroLedger. Should Client violate the terms of this provision, Client agrees to pay PetroLedger for each employee hired, solicited, or providing services in violation of this provision an amount equal to one time the individual employee’s total annual compensation during the previous year. Client agrees that this represents fair compensation to PetroLedger for loss of trained personnel, the investment made in such personnel, the cost of replacing such personnel and the lost relationship between such personnel and customers along with other corporate employees.

8. Means of Providing Services: Each party is an independent contractor of the other and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. PetroLedger shall be obligated only for the performance of such duties as are specifically set forth herein and shall be protected in acting or refraining from acting on any instrument believed by PetroLedger to be genuine and to have been signed or presented by the proper party or parties, their officers, representatives, or agents including, without limitation, any information furnished to PetroLedger by Client or any other party acting on Client’s behalf. PetroLedger shall not be liable for any action taken or omitted in good faith and believed to be authorized hereby, nor for action taken or omitted in accordance with the advice of PetroLedger’s counsel.

9. Liability: PetroLedger shall incur no liability under, or duty to inquire beyond, the terms and provisions of this Agreement. It is further understood and agreed that financial statements are the responsibility of Client management, PetroLedger’s duties are purely administrative in nature, and PetroLedger shall incur no liability whatsoever as long as PetroLedger has acted in good faith.

10. Indemnity: Client agrees to indemnify, defend and hold PetroLedger harmless from and against any and all loss, damage, tax, liability, cost and expense that may be incurred arising out of or in connection with the acceptance and performance of the duties hereunder, including the legal costs and expenses of defending itself against any action or proceeding in connection with PetroLedger’s performance hereunder.

11. Notice: Notices given under this Agreement shall be sent to PetroLedger and Client at the addresses provided in the applicable SOW. Addresses may be changed by providing written notice to the other party.

12. Arbitration: The Client and PetroLedger agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance, or breach of this Agreement shall be resolved by arbitration to be held in Bexar County, Texas, in accordance with the rules then in effect of the American Arbitration Association. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The Client and PetroLedger shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its respective counsel fees and expenses.

13. Miscellaneous: No provision of this Agreement shall be deemed amended unless such amendment is made in writing and signed by each party’s authorized official. This Agreement shall be governed by the laws of the state of Texas, without regard to the conflicts of law provisions of any jurisdiction. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and all prior agreements, representations, statements, negotiations, and undertakings are superseded hereby. In the event of any conflict between the terms and provisions of this Service Agreement and any SOW, this Service Agreement shall control.