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The Southwest Fort Worth Alliance This presentation & a PDF of the Vantage Energy/Caffey Group Lease is available on

The Southwest Fort Worth Alliance This presentation & a PDF of the Vantage Energy/Caffey Group Lease is available online at www.sfwalliance.org. Candleridge West Foster Park Hallmark Camelot Meadow Creek Meadow Creek South Meadow Creek Southgate Meadows of Candleridge Overton South

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The Southwest Fort Worth Alliance This presentation & a PDF of the Vantage Energy/Caffey Group Lease is available on

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  1. The Southwest Fort Worth AllianceThis presentation & a PDF of the Vantage Energy/Caffey Group Lease is available online at www.sfwalliance.org

  2. Candleridge West Foster Park Hallmark Camelot Meadow Creek Meadow Creek South Meadow Creek Southgate Meadows of Candleridge Overton South Overton Woods Ridgeview Estates South Hills Gas Group Summer Creek Meadows Summer Creek Ranch Summer Creek South Tanglewood Park Trail Lake Estates Villages of Sunset Pointe Wedgwood Wedgwood Central Wedgwood East Wedgwood Middle Wedgwood West Wedgwood Square N.E.Z. Westcliff Westcliff West The Southwest Fort Worth Alliance(25 Neighborhoods*8,000 Acres*21,000+ Leases)

  3. Vantage Energy, LLC. Vantage Energy was formed by Roger Biemans, former President of EnCana Oil & Gas (USA) one of the largest national natural gas developers, and Tom Tyree, former Chief Financial Officer for Bill Barrett Corp. a significant natural gas and crude oil developer in the Rocky Mountain Region of the USA. Vantage is funded by three large and well-known O&G private equity investors including Carlyle Riverstone, Quantum Energy Partners, and Lime Rock Partners. Vantage focuses its efforts and technical expertise on gas resource plays, onshore the lower 48 states of the USA. Vantage is involved in operations of more than 200 wells on over 60,000 acres in the western counties of the Barnett Shale and is involved in several urban projects in Tarrant County. www.vantageenergy.com

  4. Vantage Energy, LLC. Vantage's dealings with The Southwest Fort Worth Alliance has been based upon Vantage's own philosophy of open and honest communications; truly reflecting the considerations of the community's environmental and safety concerns to develop minerals for royalty owners in a less disruptive and reasonable manner that enhances the value of the minerals to royalty owners; offering the community a bonus an organization this size is deserving of; and offering a royalty truly free of any and all costs, outside of government mandated taxes. www.vantageenergy.com

  5. Caffey Group Caffey Group is headed by Mark Caffey, born and raised in Arlington TX. Mark Caffey has nearly thirty (30) years of experience in natural gas development. Caffey Group has interests in all of the major Natural Gas Shale Plays including the Barnett Shale, as well as the Marcellus Shale, the Haynesville Shale, and the Fayetteville Shale. Caffey Group has interests in more than 300 wells in the Barnett Shale Play. Caffey Group's philosophy is to bring small town ethics to large urban plays in a hope to aid in the mutually beneficial relationship between the landowner and the developer. www.caffeygroup.com

  6. Legal Counsel Advising SFWA • Christopher Payne - The Law Firm of Riddle & Williams 1400 Regency Plaza / 710 Rawlins Street Dallas, Texas 75219Tel: 214 760-6766 / Fax: 214 760-6765 www.riddleandwilliams.com Born Detroit, Michigan, May 19, 1953. Education: University of Notre Dame, B.S., 1975; University of Detroit, M.B.A.,1977; University of Notre Dame, J.D., 1979. Admitted to practice law in Texas in 1979; U.S. District Court, Northern District of Texas and U.S. Court of Appeals, Fifth Circuit in 1986; U.S. District Court, Eastern District of Texas in 1988; U.S. Court of Appeals, Sixth Circuit in 1994; U.S. Supreme Court in 1994. Board Certified in Personal Injury Trial Law since 1993, Texas Board of Legal Specialization. Areas of specialty include oil and gas, nursing home liability, wrongful death, negligence, medical malpractice, personal injury, premises liability, professional negligence, products liability, class action litigation, business torts, commercial negligence, commercial litigation. A member of the Martindale Hubbell Bar Register of Preeminent Lawyers, State Bar of Texas.

  7. Legal Counsel Advising SFWA • Christopher Payne - The Law Firm of Riddle & Williams 1400 Regency Plaza / 710 Rawlins Street Dallas, Texas 75219Tel: 214 760-6766 / Fax: 214 760-6765 www.riddleandwilliams.com Experience with investing in drilling programs as a working interest owner and thusly familiar with and understanding of the production side of oil and gas development. Authored hundreds of title opinions for oil and gas companies, negotiated and drafted leases, assignments, and other trade documents on behalf of homeowners, community associations, and other entities involving oil and gas production. Has represented individuals who were severely injured and/or killed in oil field and residential natural gas explosions in their personal injury actions and wrongful death claims against gas companies and familiar with the transmission process through these suits.

  8. Bonus $27,500.00 per acre • Calculated as true & total lot size. • Includes easements • Includes interests to the center of all streets, roads, highways, creeks, & adjacent tracts of land.

  9. Royalty 23% TRUE NO COST • Less only applicable taxes • Valued at the Market Value received at final sale; we get paid what the company is paid but without the burden of cost to achieve the value.

  10. Savings in Costs? Consider that third party transportation costs or market enhancement costs have increased considerably over just the last 12 months and that producers regularly contract with third parties to perform such operations and incur such expenses and pass such costs down to Lessors even when the gas is not transported for an increased revenue or when transportation does not result in increased revenue.

  11. How Does a Draft Work? At the time of signing the lease, the landman will execute a draft and deliver it to the land owner. The draft amount will be based on the lot size plus the street measurements. The land owner will then take the draft to his or her bank and present it to the teller for collection. The collection department at the land owner's bank will then mail the draft to the Caffey Group bank (either Frost Bank in San Antonio, or Compass Bank in Houston). This takes about 3 days since the draft is sent by regular mail. At the time the draft hits the Caffey Group bank, the clock will start ticking on the banking days that are stated on the draft. Based upon title approval, the Caffey Group bank will then cut a cashier check payable to the land owner, and mail the check to his or her bank. This takes an additional 3 days since this check is also sent by regular mail. The check is then deposited in the land owners banking account.

  12. Lot Calculations

  13. Granting Clause Limits drilling from the surface to 100 feet below the base of the Barnett Shale for the life of the lease. Limits mineral rights to oil and gas & associated hydrocarbons. Limits any rights to explore or produce any other mineral or substance except oil and gas. Explicitly excluded from the Lease are lignite, coal, sulfur, other like minerals, geothermal, potable water, sand, gravel, uranium, fissionable materials or any hard minerals or substances of any type.

  14. NO SURFACE USE (EXCEPT AS PERMITTED BY SEPARATE SURFACE USE AGREEMENT WITH LESSOR) Grants absolutely NO surface use rights to conduct drilling, pipeline, or other operations whatsoever. Grants absolutely NO surface use rights to place any property or structures of any kind on, over, or across, any portion of the Leased Premises (including: exploration activities, geophysical/seismic activities, pipelines, flow lines, the roads, tanks, power stations, telephone lines, flow lines, electric power lines, tank batteries, or treaters). Lessee’s rights are limited to crossing under the Leased Premises with a subsurface horizontal or directional wellbore, to explore for and develop oil and gas under the Leased Premises. The surface location for any well bore shall be in full compliance with the requirements of the City of Fort Worth Gas Ordinance. Operations must not interfere with the surface in any way, or with subsurface support of any structures on the Leased Premises. The bore of a well drilled for oil and gas must be at least 1,000 feet below the surface. Lessee will not bore a well drilling for oil and gas, across Lessor’s property until 100% of Lessor’s land has been included in pooling unit. Exceptions allowing any surface use, must handled by a separate negotiated, written and signed agreement, on an individual case-by-case basis, between the Lessor and the Lessee its affiliates, subcontractors, or related third party seeking the exception. Well sites will be at least 1,000 feet from Leased Premises homes, whenever possible. If the City of Fort Worth Gas Ordinance, requires Lessee to obtain a (high impact) waiver from Lessor for permitting, Lessor will obtain the waiver and compensate Lessor for a minimum of $1,000.00.

  15. Primary Term Provides a 3 year primary term and for as long as oil or gas are produced in paying quantities from the leased premises or from lands pooled. Option to Extend Within 30 days after primary term completion, Lessee may choose to, but is not required to, extend the primary term of this lease for an additional 2 years beyond the initial primary term, by written notification of such extension and by paying Lessor an additional bonus equal to the original bonus payment of $27,500.00 per acre, no more than 30 days after the expiration date of the primary term.

  16. Royalty Lessor will be paid 23% of whatever the Lessee receives in proceeds for oil, gas, and other liquid hydrocarbons without any cost deduction other than applicable taxes whether sold at the market value at point of sale or at the wells or at the pipeline. First payment will occur no later than 120 days after completion of an oil well or 120 days after pipeline connection with a gas well. Subsequent payments will occur on the last day of the second month after the month of production. (Approx 60 days). Lessee cannot acquire legal or equitable title to proceeds of Lessor.

  17. No Warranty of Title – Lessor makes no warranty of any kind with respect to title to the surface or mineral estate in the leased premises or any portion of or interest therein. Lessee assumes all risk of title failures.

  18. Subordination - Lessee assumes all risk. Lessee agrees to pay any and all related subordination fees and costs on behalf of Lessor if Lessee requires a subordination agreement from Lessor’s mortgage lender. Lessee agrees that if Lessor’s mortgage lender, and not the Lessee, requires a subordination agreement, that Lessee will pay any required fees or related costs beyond that of $250.00 on behalf of Lessor. In such case, Lessor’s fess and costs will be ‘capped’ at $250.00

  19. Pooling – The unit formed such pooling for an oil well that is not a horizontal completion, will not exceed 80acres (+ 10% max tolerance), and for a gas well or a horizontal completion, will not exceed 640 acres(+ 10% max tolerance). If Lessor’s acreage is included in a well, all of Lessor’s acreage will be included.

  20. Continuous Drilling – Lessee will use reasonable efforts to locate each drill site to aid the drilling of as many wells as possible and to minimize the number of drill sites. After a well is commenced, drilling operations must continue in order to reach the anticipated total depth without ceasing operations before completion. Wells are deemed completed on the date of the release of the drilling rig from the drill site. If Lessee drills a well incapable of producing (a “dry hole”) Lessee will begin operations reworking an existing well or drilling an additional well or for obtaining or restoring production within 90 days after completion of operations on a dry hole or within 90 days after cessation of all production to enforce this Lease. Operations must be prosecuted without cessation of more than 90 consecutive days resulting in the production of oil or gas. No more than 90 days may lapse between the completion of one well and the commencement actual drilling of another well.

  21. Division Orders - The lease and its terms will not be altered in any way by any Lessor executed division order or transfer order If Lessee needs to file a division order for payment of royalty, the only form of division order permitted for Lessee’s use will be that provided by the State of Texas Natural Resources Code. Transfer orders will only be required to confirm the interest transferred by Lessor. All division orders, in case of production, will eliminate all references to approval of Lessee’s acts and approval of gas or oil purchase contracts and any such statements are void.

  22. Force Majeure – Lessee may claim sanction under this provision if Lessee cannot comply with terms of this lease (except to pay money & excluding financial reasons, suitable market failure, produced gas price, or failure to comply with applicable ordinances) by reason of federal, state, or governmental law, rule, or regulation or inability to obtain a drilling permit (provided a timely application for said permit was made at least 6 months prior to the expiration of the primary term) or by act of God. Lessee’s obligation to comply will suspended for the duration of prevention by said cause. This provision is limited in its protection of Lessee under said terms to 1 year per occurrence or cumulatively for the life of this Lease. This provision cannot be claimed if the situation is created by Lessee’s actions or inactions. Lessee will resume compliance (including drilling or reworking operations producing oil or gas) within 30 days of cessation of the cause that permitted Lessee to claim Force Majeure.

  23. Release - Lessee may choose to release this at any time by written notice but must do so in full and with regard to any depths or zones, all easements, roads, streets, highways, rights-of-way, bodies of water, small strips that are contiguous or adjacent to the lands leased and drilled wellbores in lands leased; the Lease cannot be released as long as any mineral extraction, related to Lessor’s interests, is ongoing.

  24. Assignment – If the Lessee chooses to reassign this Lease, it must provide 30 days advance written notice. The Lease may only be reassigned to an individual or entity with a net worth equal to or greater than Lessee with thefinancial ability to perform Lessee's obligations. If Lessee reassigns this lease it will do so in whole. Reassignment of this lease, does not relieve successors, of any obligations or terms within the lease, and the new Lessee must, by acceptance of such assignment, be bound by all terms and provisions, hereof.

  25. Indemnity - Lessee will shoulder full, total, and complete one-way indemnity and Lessor is strictly limited from all liability, except for criminal or malicious acts committed.

  26. Reports – After established production and sale from the Leased Lands, Lessee will furnish Lessor a statement will be submitted along with each and every royalty payment, showing the current production information for all producing wells, including, but not limited to volumes, prices and permitted deductions. Inspection of Lessee’s Records - Lessor may annually, by written request, at own expense, during normal office hours, audit Lessee’s accounts, contracts, books, title and well records related to the Leased Premises to determine the amounts of production and sales and the cost of manufacturing and extracting any and all substances covered by this agreement, and these records will be available to Lessor within 30 days of the request date . If the audit reveals an underpayment, or that Lessee has not credited Lessor with the appropriate record title, Lessee will compensate Lessor for the costs of the audit to the extent the audit costs are equal to or less than the amount of the audited underpayment. This provision can in no way limit or restrict Lessor’s rights to assert any claims against Lessee under applicable law.

  27. Environmental and Safety City Ordinance - In any area of operation where the Lease does not govern, it is automatically agreed that the Lessor, Lessee, and Lease itself rely upon the City of Fort Worth Gas Ordinance as is already in effect on the date that this Lease is executed. If the City of Fort Worth alters, makes stricter, or less strict, or eliminate Fort Worth City’s ordinances governing oil and gas exploration, drilling and development, Lessee will continue to adhere, in its future operations, to the restrictions imposed by the ordinance at the time Lessor’s lease was executed, OR to the City’s revisions OR to the Lessor’s Lease, whichever is strictest to Lessee. Emergency Response - Before commencing drilling, the Emergency Response Plan prepared in accordance with the City of Fort Worth Gas Ordinance, will be made available to Lessor by Lessee.

  28. Environmental and Safety Noise No operations, including truck traffic, can produce a sound level greater than 5dB above the ambient noise level when measured at the well headbetween the hours of 7:00 a.m. to 7:00 p.m. or greater than 3dB above the ambient noise level when measured at the well head between the hours of 7:00 p.m. to 7:00 a.m., except during drilling operations, an adjustment to the noise standard will be allowed, in accordance with the City of Fort Worth’s Ordinance. Provisions relating to sound levels will not be waived, modified, or terminated without the written consent and agreement of all Lessors within 1,000 feet of any home. Lessee will use the most current technology available to baffle the sound level. Lights - All lights used in drilling and/or operation processes on the leased or pooled premises must be directed downward, to not to be intrusive to any home. Light fixtures, to the extent possible, will be situated no closer than 1,000 feet of any home, without the written consent of Lessor.

  29. Environmental and Safety - Salt Water - No salt water may be re-injected into any formation within the Fort Worth City limits including all drilling and production sites and must be hauled to a state approved salt water disposal facility. Dust, Vibration, Odors, Airborne Pollutants and Harmful Fumes – Lessee will minimize dust, vibration, noxious odors, airborne pollutants and harmful fumes related to operations taking place within 1000 feet of the Leased Premises. All equipment used will be constructed and operated to effectively minimize vibrations, dust, odor, airborne pollutants, harmful fumes or other harmful or annoying substances or effects. Technological improvements capable of reducing factors or dust, vibration, odor, airborne pollutants and harmful fumes in industry standards of drilling and production in this manner/area will be adopted as available. Lessee can odorize any gas produced from the Leased Premises, whenever practical, in addition to complying with all legislation regulations providing for the health, safety and/or welfare of the public as appropriate at its discretion.

  30. Environmental and Safety - Modern Equipment - Lessee will, to the extent practical, utilize modern equipment, including, electrically powered or “clean burning” natural gas powered equipment, with appropriate safeguards in its drilling, completion and producing operations. Whenever possible, Lessee shall install sound barriers and utilize hospital grade mufflers on compressors to reduce noise levels and emissions while conducting operations within 1000 feet of Leased Premises.

  31. Environmental and Safety Compressors and Compression Stations - Any compressors used in connection with this Lease or lands pooled, will be of the latest technology available upon installation and equipped with the latest technology available to minimize fumes and to provide maximum noise suppression. Lessee will replace all compressors and other equipment on a regular basis, but at least every 5 years, with the quietest and least pollutive equipment available at the time such replacement occurs. Lessee will not construct or install any compression facilities/station, metering station, gathering station, or any other facility used to raise or lower the pressure of gas, within 1000 feet from the Leased Premises without the prior written consent and agreement of all Lessors within 1000 feet of any such proposed facility or station. Lessee will completely house, reasonably conforming with other structures in the immediate area, any noise or fume producing equipment in a structure designed to minimize and control the sound and/or fumes to preserve the environment.

  32. Environmental and Safety Visual Appearance - Lessee will not allow disposal of trash, storage of used equipment or other such materials on the well site; will maintain the well site in a neat and orderly fashion; will pay to construct or improve necessary lease roads as all weather roads and will maintain such roads in a good state of condition and repair in order to prevent excess dust and erosion and maintain the continuity of the surrounding environment; will pay to install and maintain in a good state of repair appropriate, visually appealing fences around each well and related facilities in an effort to maintain the continuity of the surrounding. At conclusion of Lessee’s drilling and completion operations, Lessee will pay to restore the portion of the well site not being utilized by Lessee for producing operations as closely to its original state as possible. Lessee will pay to maintain the well site so that it shall be free of noxious vegetation and debris due to Lessee’s operations. When the Lease expires, Lessee will pay to remove all of Lessee’s equipment and restore the surface of the ground to as close to its original state as is practical.

  33. Environmental and Safety Equipment Operations – When practical, the Lessee, its affiliates, subcontractors, and/or assigns will not operate any equipment associated with drilling, fracturing, or production activities, within 1,000 feet of any home. However, if it is necessary for some operations to be within 1,000 feet of any home, in order to fully develop the minerals under the Leased Premises from available drill site locations, those operations must be in full compliance with the City of Fort Worth Gas Ordinance.

  34. Environmental and Safety Truck Traffic - The Lessee, its affiliates, subcontractors, and/or assigns will not access any well site by roads or streets, within 1,000 feet of any home and will not operate any truck on residential roads; unless there is no other available route; in such case, operation of trucks on residential roads, will be bared between 9:00 p.m. and 9:00 a.m. and also must operate in full compliance with the City of Fort Worth Gas Ordinance. Post Production - After any well is completed and/or plugged and/or abandoned, the operator, within 60 days of the completion, plugging or abandonment, will clean the drill site or operation site, complete restoration activities and repair any and all damage caused by such operations.

  35. Environmental Liability – Lessee, its drillers and contractors agree to remove any Hazardous Materials placed or released by Lessee from the Leased Premises, when required; to perform Remedial Work where needed in connection with operations or activities; comply in all respects with all laws governing operations and Remedial Work. If Lessee fails to timely comply in handling “Remedial Work”, Lessor, after 15 days notice to Lessee, can cause Remedial Work to be performed and Lessee will reimburse all reasonable costs on demand. Lessee, successors and assigns, will release, indemnify, defend and save the Indemnified Parties harmless from all claims or liabilities or fees and expenses resulting from actual or alleged presence or release of any Hazardous Materials in connection with the operations of Lessee and Lessee’s agents on the Leased Premises or any adjacent property. Lessee’s obligations in this Paragraph 23 shall survive the termination of this lease.

  36. Compliance with Environmental Laws and Regulations - Lessee, successors and assigns, will comply with all applicable laws, rules and regulations; assume full responsibility for and indemnifies, defends and holds harmless, Lessor from any loss or liability caused by violation of any federal, state or local legislation applicable to any waste material, drilling matter fluid or any hazardous substances released by Lessee or Lessee's agents or contractors or any operations. This provision and indemnities extend beyond the termination of the Lease and ensuring the successors, heirs and assigns of Lessor and Lessee.

  37. Environmental Safeguards Addresses: • Lessee’s knowledge, treatment, disposal, inspection, development, permitting, licensing, and care of the Land associated with Lessee’s drill sites or Lessors premises, including the safe handling of hazardous substances, waste, or disposed matter or equipment, or property and including care of water sources and systems and handling of emissions. • Lessee will adhere prevent, abate, and/or eliminate pollution and protect the environment. • Lessee’s will adhere to all applicable laws related to it’s treatment of the Land; the disposal, discharge, or release of Hazardous Substances; or exposure to Hazardous Substances or any other solid wastes, pollutants, chemical substances, noises, or vibrations to the extent the same will arise from any condition related to Lessee’s ownership or use of the Land. • Lessee will report and remedy of any violations of Applicable Laws relative to the Land or Lessee’s operations on the Land and/or environmental threats (including threats to the drainage systems, soils, groundwater, waters, or atmosphere). • Lessee warrants that it is not party to any actions, suits, claims, or proceedings seeking recovery or remedy from a violation or noncompliance with any Applicable Laws.

  38. CONGRATULATIONS!THANK YOU!

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