2400 Market St. No. 200, Suite 246
Philadelphia, PA 19103
Term, Compensation and Expenses:
The initial term of this engagement letter is for one (1) month from execution and shall automatically renew on a month to month basis thereafter. This engagement letter may be terminated at any time by either party upon seven (7) days written notice. As compensation for its engagement and services pursuant to this engagement letter, the Partnership will pay to PCA $25,000 per month, payable at the end of the first month following the execution of this engagement letter.
Provided that PCA as the principal executive officer through the closing of the sale of its Eagle Ford shale position, the Partnership will pay to PCA a transaction fee equivalent to 2.0% of the gross purchase price upon closing of the transaction.
The Partnership shall reimburse for all usual, reasonable, and necessary expenses paid or incurred by PCA in connection with, or related to, the performance of PCAs services hereunder, subject to satisfactory receipt by the Partnership of appropriate documentary proof of all expenditures for which reimbursement is sought.
The Partnership shall indemnify PCA and its officers, directors, members, employees, counsel and agents and each other person, if any, controlling them (PCA and each such person being an Indemnified Party), against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by an Indemnified Party to which any Indemnified Party may become subject under any applicable federal or state law or otherwise, arising out of the performance by PCA of services under this engagement letter incurred in connection with any Proceeding to which such Indemnified Party was, is or is threatened to be named defendant or respondent, by reason, in whole or in part, of PCA performing the services under this engagement letter, other than those matters that are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified Party. For the purposes hereof, Proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding any inquiry or investigation that could lead to such an action, suit or proceeding.
In the event that the foregoing indemnity is unavailable or insufficient to hold any Indemnified Party harmless, then the Company shall contribute to any amounts paid or payable by an Indemnified Party in such proportion as appropriately reflects the relative benefits received by such Indemnified Party and the Partnership in connection with the matters contemplated by this engagement letter and the relative fault of the Partnership and such Indemnified Party, as well as any other equitable considerations.
The Partnership will not, without PCAs prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding, in respect of which indemnification may be sought hereunder, unless an unconditional release of each Indemnified Party from any and all liabilities arising out of such Proceeding is obtained, the form and substance of which release is reasonably satisfactory to PCA.
Reasonable expenses (including court costs and attorneys fees) incurred by PCA as a witness or as a defendant or respondent in a Proceeding, or due to a threat to be named as such, shall be paid or reimbursed by the Partnership in advance of the final disposition of such Proceeding.
This indemnification provision shall be in addition to any liability which the Partnership may otherwise have to PCA; shall not be limited by any rights that PCA or any other Indemnified Party may otherwise have; shall remain in full force and effect regardless of any expiration or termination of PCAs engagement hereunder; and shall inure to the benefit of and be binding upon any successors or permitted assigns of PCA and the Partnership.