PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made and entered into this 11th day of August, 2008, between Pinnacle Energy Corp.
("PEC") and Futures Investment Corp. ("Futures").
W I T N E S S E T H:
1. PURCHASE AND SALE.
On the Closing Date (as hereinafter defined), but effective for all purposes as of 12:01 a.m. Mountain Time
September 1, 2008 (the "Effective Date") subject to the terms and conditions of this Agreement, Futures hereby
agrees to sell, convey, and deliver to PEC, and PEC hereby agrees to purchase and accept delivery from
Futures, the following:
(a) The oil, gas, and leasehold interests described in Exhibit A, which are attached hereto and incorporated by
(b) all of Futures rights under the operating agreements, unitization agreements, pooling agreements, declarations
of pooling or unitization, farmout agreements, assignments, gas sale contracts, gas processing contracts, and other
instruments and agreements described or referred to in Exhibit A (all of which are hereinafter collectively referred
to as the "Existing Contracts");
(c) All right, title and interest of Futures in all equipment, pipelines, accounts, wells, tanks, pipeline easements,
surface easements, production in tanks, and appurtenances used or held for use or related to the aforesaid
interests described in Exhibit A or operations conducted in connection therewith;
(d) All right, title, and interest of Futures in or derived from all unitization and pooling agreements concerning the
properties covered and the units created thereby which accrue or are attributable to the interests described in
Exhibit A, and including not less than those percentages of interests in the units set forth in Exhibit A;
(e) Without limitation by the foregoing, all of Futures right, title, and interest in and to oil, gas, and mineral
interests and oil, gas, and mineral leasehold interests and overriding royalty interests in the lands described or
referred to in Exhibit A or to which the interests in Exh