GUGGENHEIM CORPORATE FUNDING, LLC 135 E. 57th Street, 6th Floor New York, New York 10022 June 26, 2012
Exhibit 10.6
GUGGENHEIM CORPORATE FUNDING, LLC
135 E. 57th Street, 6th Floor
New York, New York 10022
June 26, 2012
Energy & Exploration Partners, LLC
100 Throckmorton, Suite 1700
Fort Worth, TX 76102
Attn: Hunt Pettit
Re: Equity Kicker
Gentlemen:
1. This is the Equity Kicker Letter (this “Agreement”) defined and referred to in that certain Credit Agreement dated of even date herewith by and among Energy & Exploration Partners, LLC (“Borrower”), Guggenheim Corporate Funding, LLC, as Administrative Agent (“Administrative Agent”) for the lenders from time to time party thereto (the “Lenders”), and the Lenders (as such Credit Agreement is from time to time amended, supplemented, restated or otherwise modified, the “Credit Agreement”). Capitalized terms used herein, but not defined herein, shall have the meanings assigned to such terms in the Credit Agreement.
2. As partial consideration for the respective Commitment of each Lender, so long as any of the Obligations are outstanding (other than customary indemnity obligations with respect to which no amounts are currently due), Borrower agrees to, and shall cause each Subsidiary to, convey to Administrative Agent for the pro-rata benefit of the Lenders an overriding royalty interest (the “ORI”) in each lease now owned (as more particularly described on Exhibit A hereto) or hereafter acquired by Borrower, other than as set forth in Paragraph 9(a)(iv), in the Eaglebine Area (as defined in the Credit Agreement) as to all depths (the “Leases”), subject to Paragraph 9 below. The ORI shall be comprised of:
(a) until the Total Return Date (defined below), an overriding royalty interest equal to the Applicable ORI Percentage (defined below), proportionately reduced to Borrower’s and its Subsidiaries’ working interest in the Leases; and
(b) upon the Total Return Date, the ORI granted in clause (a), above, shall be automatically reduced to an overriding royalty interest equal to the TRD ORI Percentage, proportionately reduced to Borrower’s and its Subsidiaries’ working interest in the Leases.
Upon repayment in full of the Obligations (other than customary indemnity obligations with respect to which no amounts are currently due), Borrower shall have no further obligation to grant or convey, and neither Administrative Agent nor any Lender shall be entitled to, any further conveyance of ORI, other than as may have been earned hereunder on or prior to the date of such repayment.
For the purpose of this Agreement, the following terms used herein shall have the following meanings:
“Applicable ORI Percentage” means, on any date, the lesser of (a) an undivided five percent (5%) and (b) an amount equal to (i) an undivided five percent (5%) multiplied by (ii) the Total Funded Wells (defined below) on such date divided by twelve (12).
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“Default Interest” any interest paid by Borrower with respect to the Obligations in excess of the amount set forth in Section 2.6(a) of the Credit Agreement as result of interest being paid at the Default Rate.
“Internal Rate of Return” means the discount rate at which the net present value of outflows of funds from a Person and inflows of funds to a Person equals zero, calculated for each such outflow from the date such outflow was made. A Person’s Internal Rate of Return shall be calculated pursuant to the Excel function known as “XIRR” on the basis of the actual number of days elapsed over a 365 or 366-day year, as the case may be.
“Total Funded Wells” means the lesser of (a) twelve (12) wells and (b) the number of wells with respect to which the Lenders have funded their share of drilling and completion expenditures set forth in Sections 2.2(a)(B), 2.2(b)(A), 2.2(b)(B) and 2.2(b)(C) of the Credit Agreement; provided, however, for the purposes of this definition (i) in the event Borrower does not make a Well Set Approval Request for Well Set 2 or Well Set 3 prior to the Advance Period Expiration Date, all such wells in each such Well Set shall be treated as having been funded by the Lenders, (ii) in the event the Required Lenders approved a Well Set and Borrower does not provide the Lenders the opportunity to make an Advance for any or all of the wells in such Well Set, each such well shall be treated as having been funded by the Lenders, and (iii) in the event Borrower makes a Well Set Approval Request for Well Set 2 and the Required Lenders do not approve such Well Set Approval Request, then no wells in Well Set 2 or Well Set 3 shall be treated as having been funded by the Lenders.
“Total Return Date” means the date on which (i) all payments applied against the Principal Obligations when received by the Lenders in respect of the Loans as provided in the Credit Agreement plus (ii) all payments applied against the accrued interest (excluding Default Interest) when received by the Lenders in respect of the Obligations as provided in the Credit Agreement plus (iii) all amounts received by the Lenders as Facility Fees as provided in the Credit Agreement and the Fee Letter plus (iv) all proceeds received by the Lenders (or any assignee thereunder) from the ORIs provide the Lenders a thirty-two and one-half percent (32.5%) Internal Rate of Return on invested capital.
“TRD ORI Percentage” means on and after the Total Return Date, (i) one-half percent (0.5%) multiplied by (ii) the Total Funded Wells on the Total Return Date divided by twelve (12).
3. All of such ORI conveyances described in Paragraph 2 of this Agreement shall be (a) substantially in the form of Exhibit B attached hereto, (b) effective as of June 1, 2012, as to such Leases presently owned by Borrower and its Subsidiaries, and as to any future Leases, as of the effective date under which Borrower or its Subsidiary, as applicable, acquires such Leases and (c) executed by Borrower and its Subsidiaries, as applicable, and delivered to Administrative Agent (in the number of counterparts as requested by Administrative Agent) contemporaneously herewith as to such Leases presently owned by Borrower and its Subsidiaries and hereafter, on any Collateral Addition Date.
4. Upon each increase in the number of Total Funded Wells (as described in the definition of “Total Funded Wells”), Borrower or its Subsidiary, as applicable, will convey to Administrative Agent such additional quantum of the overriding royalty interest in the Leases then owned so that the ORI is equal to the Applicable ORI Percentage. Upon the occurrence of the Total Return Date, Administrative Agent will reconvey to Borrower such quantum of the ORI so that the ORI is reduced to the TRD ORI Percentage.
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5. Borrower shall pay or reimburse Administrative Agent and/or the Lenders for the reasonable cost and expense of preparation and recording all such conveyances made pursuant to this Agreement.
6. All obligations of Borrower and its Subsidiaries hereunder shall survive repayment of the Obligations evidenced by the Credit Agreement. It is the intention of the parties hereto that the obligations under this Agreement not be construed as violating any applicable law regarding the rule against perpetuities, the suspension of the absolute power of alienation, or other rules regarding the vesting or duration of estates, and this Agreement shall be construed as not violating any such applicable law to the extent the same can be so construed consistent with the intent of the parties. In the event, however, that any provision hereof is determined to violate any such applicable law, then such provision shall nevertheless be effective for the maximum period (but not longer than the maximum period) permitted by any such applicable law that will result in no violation. To the extent such maximum period is permitted to be determined by reference to “lives in being”, Borrower and Administrative Agent for itself and on behalf of the Lenders agree that “lives in being” shall refer to the lifetime of the last to die of the now living lineal descendants of the late Joseph P. Kennedy (the father of the late President of the United States of America).
7. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to laws that would direct the application of the laws of another jurisdiction.
8. Drag/Tag Rights On of After the Total Return Date.
(a) At any time on or after the Total Return Date, on or before ten (10) days prior to the date on which Borrower proposes to sell, assign, transfer, or convey all or any portion of the Leases to a third person, Borrower shall send to Administrative Agent written notice thereof, which notice shall contain the unadjusted purchase price that the third party proposes to pay for such Leases (or portion thereof) and allocation of the purchase price the third party assigns to the ORI. In such notice Borrower may elect to cause Administrative Agent and Lenders to join in any such sale, assignment, transfer, or conveyance, subject to Paragraph 8(c). If Borrower does not so elect, Administrative Agent shall, for a period of ten (10) days thereafter, have the right to elect in writing to join in any such transaction. Failure of Administrative Agent to so elect shall be conclusively deemed to have elected not to join in any such transaction.
(b) If Borrower elects to cause Administrative Agent and the Lenders to join in such transaction or if Administrative Agent, on behalf of the Lenders, elects to join in any such transaction, Administrative Agent, on behalf of the Lenders, shall be entitled to a portion of the proceeds of such transaction equal to the allocation of the purchase price the third party purchaser assigns to the ORI, subject to Paragraph 8(c)
(c) In the event that Borrower elects to cause Administrative Agent and Lenders to join in any such sale, assignment, transfer, or conveyance and Administrative Agent does not agree with the allocation of the purchase price the third party purchaser assigns to the ORI and/or does not agree that the assigned purchase price represents the reasonable fair market value of the
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ORI, Administrative Agent may refer the dispute to RBC Richardson Barr, Scotia Waterous, Jefferies Randall & Dewey or, if none of these firm is able or willing to serve, a nationally-recognized independent oil and gas advisory firm mutually acceptable to both Administrative Agent and Borrower (the “Appraiser”), for review and final determination by arbitration. The Appraiser’s determination shall be made within fifteen (15) Business Days after submission of the matters in dispute and shall be final and binding on Borrower and Administrative Agent, without right of appeal. In determining the appropriate allocation of the purchase price and/or whether the assigned purchase price represents the reasonable fair market value of the ORI, the Appraiser shall be bound by the terms of this Agreement and the terms of the ORI; provided, however, that, except as specifically set forth in this Paragraph 8(c), the Parties do not intend to impose any particular procedures upon the Appraiser, it being the desire and direction of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as is reasonably practicable. The Appraiser shall act as an expert for the limited purpose described in this Paragraph 8(c), and may not award damages, interest or penalties to any person with respect to any matter. Borrower and Administrative Agent shall bear their own legal fees and other costs of presenting its case. Borrower shall bear one half and Administrative Agent shall bear one half of the costs and expenses of the Appraiser. Notwithstanding anything to the contrary herein, in no event shall Administrative Agent be required to accept a purchase price for the ORI that is less than the reasonable fair market value of the ORI (as determined by the Appraiser).
(d) Notwithstanding anything to the contrary herein, the foregoing rights shall not apply to:
(i) a mortgage, pledge, hypothecate, or grant of a security interest in all or any portion of the Subject Assets (including assignments of production executed as a further security for the debt);
(ii) the grant of an overriding royalty interest, net profits interests, or production payment; or
(iii) disposal of the Leases by (A) merger, reorganization, consolidation, change of control (including a sale of stock or interests); (B) transfer of an interest to an Affiliate; or (C) conveyance due to a non-consent election under any joint operating agreement, unit agreement, unit operating agreement, or similar agreement.
(e) This Section 8 shall be a covenant running with the Leases and the lands covered thereby and shall be binding upon Borrower, Administrative Agent, and the Lenders, and their respective successors and assigns.
9. Certain Transfers.
(a) It is the intent of the Parties that Borrower and its Subsidiaries may, in certain cases, sell, swap, exchange, assign, convey, transfer, or otherwise dispose of (a “Transfer”) Leases to a third person free of the burden of the ORI and with proportionate reduction of the ORI to the interests retained by Borrower and its Subsidiaries. In connection with the foregoing:
(i) With respect to a Transfer of the Leases marked with a number sign (#) on Schedule 4.13 to the Credit Agreement (the “Group 1 Leases”), the ORI shall not burden the Leases (or interests therein) Transferred, or to be Transferred, to a third party, and the ORI shall not be proportionately reduced to the percentage interest in the applicable Leases retained by Borrower and its Subsidiaries;
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(ii) With respect to a Transfer of any Lease (or portion thereof) to Halcon Energy Properties, Inc. (f/k/a RWG Energy, Inc.) (“Halcon”) or its Affiliates, other than a Group 1 Lease, whether pursuant to the Eaglebine Agreement or any other agreement (whether or not now in existence) with Halcon and its Affiliates that is similar to the Eaglebine Agreement, the ORI shall not burden the Leases (or interests therein) Transferred and, except with respect to any Lease owned by Borrower or any Subsidiary on the date of this Agreement that is not subject to the Eaglebine Agreement, the ORI shall be proportionately reduced to the percentage interest therein retained by Borrower and its Subsidiaries.
(iii) With respect to a Transfer of any Lease (or portion thereof), other than (A) the Transfer of a Group 1 Lease or (B) the Transfer of any Lease (or interest therein) to Halcon or its Affiliates as described in Paragraphs 9(a)(ii) and 9(a)(iv), the ORI shall not burden the Leases (or interests therein) Transferred, or to be transferred, and the ORI shall be proportionately reduced to percentage interests therein retained by Borrower and its Subsidiaries; provided, however, that, (y) until the occurrence of the Total Return Date, the ORI shall not be reduced to less than 2.5% of 8/8ths and (z) on and after the occurrence of the Total Return Date, the ORI shall not be reduced to less than 0.25% of 8/8ths. For the avoidance of doubt, in no event shall any ORI that has been proportionately reduced pursuant to Paragraph 9(a)(ii) be proportionately reduced pursuant to this Paragraph 9(a)(iii).
(iv) Notwithstanding anything to the contrary herein, the ORI shall not burden, or be conveyed or conveyable with respect to, any Lease or other interest acquired with funds advanced by Halcon or its Affiliates, but shall be conveyed as to any wellbore interests in such Leases owned by Borrower or its Subsidiaries while any of the Obligations are outstanding (other than customary indemnity obligations with respect to which no amounts are currently due).
(b) Each Party shall, without further consideration, and promptly upon request, execute such documents and instruments as may be reasonably requested by the other Party (or, with respect to Borrower and its Subsidiaries, any purchaser of the applicable Leases or real property rights (or interests therein)), to effectuate the provisions of this Agreement (including Paragraph 9 hereof).
10. Except with respect to the Transfer of all of Borrower’s or any Subsidiary’s interest in a Lease, no Transfer of a Lease shall relieve Borrower or such Subsidiary of liability for any payments to be made with respect to the ORI burdening the portion (if any) of such Lease retained by Borrower.
11. Please confirm your agreement with the terms of this Agreement by signing and returning to Administrative Agent an executed counterpart of this Agreement.
[Signature page(s) attached]
| Very truly yours, | ||
| GUGGENHEIM CORPORATE FUNDING, LLC, a Delaware limited liability company, as Administrative Agent | ||
| By: | /s/ William Hagner | |
| Name: | William Hagner | |
| Title: | Senior Managing Director | |
Signature Page to Equity Kicker Letter
| ACCEPTED AND AGREED TO as of | ||
| the date first above written: | ||
| ENERGY & EXPLORATION PARTNERS, LLC, a Delaware limited liability company, as Borrower | ||
| By: | /s/ Hunt Pettit | |
| Hunt Pettit | ||
| President, Secretary and Treasurer | ||
Signature Page to Equity Kicker Letter
EXHIBIT A
LEASES
EXHIBIT A
GRIMES CO
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Will D. Smith Company, Inc. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 3/20/2011 | 00241493 RP | 1371 | 626 | ||||||
| Doyle Lyle Smith and wife, Jody Smith | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 3/20/2011 | 00241494 RP | 1371 | 630 | ||||||
| Tex Bar Ranch, LTD., Billy Wayne Thomas, Managing Partner | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/20/2011 | 00244960 RP | 1391 | 272 | ||||||
| Serena Midkiff | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 6/7/2011 | 00245090 RP | 1392 | 7 | ||||||
| Lee R. Kaiser | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 6/16/2011 | 00244944 RP | 1391 | 240 | ||||||
| Dahlia G.Fitzsimmons | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/19/2011 | 00244957 RP & 00249943 RP | 1391 & 1417 | 266 & 564 | ||||||
| Bobbi Thompson Hoover | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/31/2011 | 00244945 RP | 1391 | 242 | ||||||
| Jason Heath Thompson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/31/2011 | 00244943 RP | 1391 | 238 | ||||||
EXHIBIT “A” Page 1 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Lee David Thompson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 6/6/2011 | 00244942 RP & 00249691 RP | 1391 & 1416 | 236 & 25 | ||||||
| Will D. Smith Co. Inc., Bryce H. Smith, as President | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/31/2011 | 00243197 RP | 1381 | 747 | ||||||
| Thomas W. Blake Trust, Bill Patterson, Managing Trustee | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/27/2012 | 00249247 RP | 1413 | 500 | ||||||
| Covington, Paul and Vivian | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 6/14/2011 | 00244022RP | 1386 | 666 | ||||||
| Stuart F. Williamson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/31/2011 | 00244936 RP | 1391 | 222 | ||||||
| Dorthy Prince Robinson Living Trust, dated 6/17/1997, Dorothy Prince Robinson, Trustee | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/22/2011 | 00244786 RP | 1390 | 448 | ||||||
| George Finch and wife, Doretta J. Finch | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/30/2012 | 00249449 RP | 1414 | 473 | ||||||
| Patrick J. Wagner | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/15/2012 | TBD | TBD | TBD | ||||||
EXHIBIT “A” Page 2 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Colin T. Smith | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/15/2011 | 00244955 RP | 1391 | 262 | ||||||
| Ralph E. Smith | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/18/2011 | 00244956 RP | 1391 | 264 | ||||||
| Robert N. Smith, dealing in his sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/18/2011 | 00244954 RP | 1391 | 260 | ||||||
| William Smith | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/16/2011 | 00244953 RP | 1391 | 258 | ||||||
| Kathleen Poe | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/18/2011 | 00244952 RP | 1391 | 256 | ||||||
| Yoshiko Suzuki Smith | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/15/2011 | 00244951 RP | 1391 | 254 | ||||||
| Mary Beth Fetzer | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/25/2011 | 00244948 RP | 1391 | 248 | ||||||
| Sheri E. Dinehart | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/29/2011 | 00244947 RP | 1391 | 246 | ||||||
EXHIBIT “A” Page 3 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Robin Smith Fredrickson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/29/2011 | 00244946 RP | 1391 | 244 | ||||||
| Dorothy Shepard | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/25/2011 | 00247455 RP | 1404 | 341 | ||||||
| Barbara B. Smith | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/21/2011 | 00247650 RP | 1405 | 472 | ||||||
| Montgomery McClendon | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/5/2011 | 00247453 RP | 1404 | 337 | ||||||
| Elizabeth McClendon LaMair | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/8/2011 | 00247456 RP | 1404 | 343 | ||||||
| Barbara Ann Summitt | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/25/2011 | 00247457 RP | 1404 | 345 | ||||||
| John McClendon III | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/5/2011 | 00247454 RP | 1404 | 339 | ||||||
| Mark T. Chalker | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/26/2011 | 00244950 RP | 1391 | 252 | ||||||
EXHIBIT “A” Page 4 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Ruby A. Carr | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/3/2011 | 00244939 RP | 1391 | 230 | ||||||
| Johnnie Jozwiak, and wife Betty Jozwiak | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/1/2011 | 00244938 RP | 1391 | 228 | ||||||
| Patricia Gail Midkiff | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/20/2012 | 00249690 RP | 1416 | 23 | ||||||
| Joseph Edward Crowhurst and wife, Frances Crowhurst, as legal guardians with retained executive mineral rights for Kali Jo Crowhurst, a minor | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 3/3/2012 | 00249993 RP | 1417 | 815 | ||||||
| Gloria Sue Burr and husband, Dwight M. Burr | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/2/2011 | 00244949 RP | 1391 | 250 | ||||||
| Horace H. Barnett and wife, Patti Barnett | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/8/2011 | 00247652 RP | 1405 | 476 | ||||||
| JRM Family Limited Partnership, James R. Moody, Managing Partner | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/29/2011 | 00244940 RP | 1391 | 232 | ||||||
| Norman Haynes and wife, Delores Haynes | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/17/2011 | 00246313 RP | 1398 | 87 | ||||||
EXHIBIT “A” Page 5 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Oversa Haynes Gilbert, dealing in her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 12/7/2011 | 00246888 RP | 1401 | 503 | ||||||
| Roy Wayne Lively and wife, Janie W. Lively | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/16/2011 | 00246196 RP | 1397 | 418 | ||||||
| Charles R. Harrison,Individually and as an Agent and Attorney-In-Fact for the Heirs of Harold G. Harrison | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/26/2011 | 00247237 RP | 1403 | 256 | ||||||
| Georgana H. Marek and David B. Marek, husband and wife, dealing herein with her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/26/2011 | 00247239 RP | 1403 | 262 | ||||||
| Phillip B. Harrison and Jeanette G. Harrison, husband and wife, dealing herein with his sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/26/2011 | 00247238 RP | 1403 | 259 | ||||||
| Julie H. Tegeler and Larry W. Tegeler, husband and wife, dealing herein with her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/26/2011 | 00247236 RP | 1403 | 253 | ||||||
| Mary D’Layne Fargason | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/11/2012 | 00248295 RP | 1409 | 188 | ||||||
| David Harrison McIntyre | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/11/2012 | 00248296 RP | 1409 | 190 | ||||||
EXHIBIT “A” Page 6 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Clarence Porter II | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/27/2011 | 00247648 RP | 1405 | 468 | ||||||
| Jo Ann Wilson Freeman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/18/2011 | 00247651 RP | 1405 | 474 | ||||||
| Artie Mae Wilson Preadon and Margaret Louise Burnett Wilson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/18/2011 | 00247309 RP | 1403 | 628 | ||||||
| Roy Lee Wilson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/18/2011 | 00247310 RP | 1403 | 629 | ||||||
| Robert Roger Wilson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/18/2011 | 00247649 RP | 1405 | 470 | ||||||
| Taj Divad Porter | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/5/2012 | 00248297 RP | 1409 | 192 | ||||||
| Clarence M. Porter, M.D. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/5/2012 | 00248298 RP | 1409 | 194 | ||||||
| Joe Edd Hall, Agent and Attorney- in- Fact for Margaret Ann Hall | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/30/2011 | 00247337 RP | 1403 | 729 | ||||||
EXHIBIT “A” Page 7 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Steve M. Perkins | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/30/2011 | 00247336 RP | 1403 | 727 | ||||||
| Mark T.Chalker | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/29/2011 | 00248242 RP | 1408 | 764 | ||||||
| Benfer, Arthur & Shirely (assignment via Tayland Resources, LLC) | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/16/2009 | 00248780 RP | 1411 | 606 | ||||||
| Turner, Deborah Segler (assignment via Tayland Resources, LLC) | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/14/2009 | 00248780 RP | 1411 | 606 | ||||||
| Goldman, Etta Arleene (assignment via Tayland Resources, LLC) | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 11/9/2009 | 00248780 RP | 1411 | 606 | ||||||
| Donald Crowson and wife, Dorothy Crowson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 12/29/2011 | 00249258 RP | 1413 | 534 | ||||||
| Dennis Crowson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/10/2012 | 00249256 RP | 1413 | 530 | ||||||
| David Crowson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/10/2012 | 00249375 RP | 1414 | 191 | ||||||
EXHIBIT “A” Page 8 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Goodrum, Kenneth & Shirley | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/11/2012 | 00249376 RP | 1414 | 193 | ||||||
| Lynda L. Goodrum | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/14/2012 | 00249257 RP | 1413 | 532 | ||||||
| Taylor, Richard and Jacquelyn | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/11/2012 | 00249377 RP | 1414 | 195 | ||||||
| William Eugene Hill | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/25/2012 | 00249400 RP | 1414 | 329 | ||||||
| Eugena Scott, a/k/a Eugenia Scott, a married woman dealing in her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/9/2012 | 00249401 RP | 1414 | 331 | ||||||
| Robert Lee Smith and wife, Gwendolyn J. Smith | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/14/2012 | 00250052 RP | 1418 | 174 | ||||||
| James C. Boone, Jr. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/17/2012 | 00250053 RP | 1418 | 177 | ||||||
| Frederick J. Boone | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/17/2012 | 00250051 RP | 1418 | 171 | ||||||
EXHIBIT “A” Page 9 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Margaret Ann Thigpin | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/14/2012 | 00249681 RP | 1415 | 847 | ||||||
| Knud I. Bruun Family Properties, Ltd., Lance K. Bruun, General Partner, Lance K. Bruun, individually as his sole and separate property, and Marla Bruun Maxwell Dennis, as her sole and | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/28/2012 | 00249941 RP | 1417 | 559 | ||||||
| Barbara Fitzsimmons | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/27/2012 | 00249942 RP | 1417 | 562 | ||||||
| Mary N. Linnenberg | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/27/2012 | 00250520RP | 1420 | 801 | ||||||
| Janet Edwards Landry | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 6/6/2012 | 00250617 RP | 1421 | 320 | ||||||
| Tom P. True, Sr. and Ina True | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 3/28/2012 | 00250559 RP | 1421 | 135 | ||||||
| Bank of America N.A., Trustee under Deed dated January 1, 1984, by George Sealy, et al. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/16/2012 | 00249689 RP | 1416 | 19 | ||||||
| Michael Harris Rigby | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/27/2012 | 00249992 RP | 1417 | 813 | ||||||
EXHIBIT “A” Page 10 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Michael Harris Rigby and Jennie Rigby | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/27/2012 | 00249990 RP | 1417 | 809 | ||||||
| Kevin Harris Rigby | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/27/2012 | 00249991 RP | 1417 | 811 | ||||||
| Nancy Rigby Stevenson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/27/2012 | 00250359RP | 1419 | 833 | ||||||
| Nancy Rigby Stevenson as legal guardian of Bonnie L. Rigby | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/27/2012 | 00250358RP | 1419 | 831 | ||||||
| Robert Lys and wife, Bessie Ann Lys | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 6/4/2012 | TBD | TBD | TBD | ||||||
| Gibbs Brothers & Company, L.L.C. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 6/1/2012 | 00250557 RP | 1421 | 125 | ||||||
| Nicholas E.Hemken and wife Roberta Hemken | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/15/2011 | 00243889 RP | 1386 | 42 | ||||||
| Raymond L. Kirk and wife, Barbara A. Kirk | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/13/2011 | 00243888 RP | 1386 | 40 | ||||||
EXHIBIT “A” Page 11 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| William Ernest Cannon, Jr. and wife, Sharon W. Cannon | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/6/2011 | 00243478 RP | 1383 | 288 | ||||||
| Sharon W. Cannon, Dealing in her separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/6/2011 | 00243479 RP | 1383 | 290 | ||||||
| Carl L. Cannon and wife Lisa Cannon | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/27/2011 | 00243738 RP | 1384 | 574 | ||||||
| Douglas Bruce Hart | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/12/2011 | 00244567 RP | 1389 | 428 | ||||||
| Charles Bruce Hart | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/7/2011 | 00244568 RP | 1389 | 430 | ||||||
| James Otis Carter and wife Tracy L. Carter | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/20/2011 | 00243870 RP | 1385 | 767 | ||||||
| Linda Joyce Fostinis and husband, Michael N. Fostinis | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/6/2011 | 00243737 RP | 1384 | 572 | ||||||
| Truett E. Wells | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/6/2011 | 00243869 RP | 1385 | 765 | ||||||
EXHIBIT “A” Page 12 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Bobbie M. Rigby, Trustee of The Edwin C. Rigby and Bobbie M. Rigby Revocable Living Trust | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/10/2011 | 00245440 RP | 1393 | 537 | ||||||
| David Lee Callaham and Eva Jean Callaham Revocable Living Trust | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 7/6/2011 | 00244160 RP | 1387 | 493 | ||||||
| Rita Mathilde Smart and Michael W. Elley, co-trustees Of the Rita Mathilde Smart Living Trust No. 1 | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/7/2011 | 00245148 RP & 00248507 RP | 1392 & 1410 | 332 & 377 | ||||||
| Rita Mathilde Smart and Michael W. Elley, co-trustees Of the Margaret A. Foreman Living Trust No. 1 | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/7/2011 | 00245147 RP & 00248506 RP | 1392 & 1410 | 330 & 374 | ||||||
| Rita Mathilde Smart and Michael W. Elley, co-trustees Of the Nancy Leona DuFresne Living Trust No. 1 | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/7/2011 | 00245146 RP & 00248508 RP | 1392 & 1410 | 328 & 380 | ||||||
| Hobson Gray and wife, Joyce Gray | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/30/2010 | 00239381 RP | 1359 | 530 | ||||||
| Gurrola Cattle Company, a Texas General Partnership, composed of Charles A. Gurrola, Charles J. Gurrola, and Kenneth P. Gurrola, Managing General Partner | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/11/2010 | 00239401 RP | 1359 | 605 | ||||||
| Charles A. Gurrola and wife, Nicoloza Gurrola | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/12/2010 | 00239400 RP | 1359 | 600 | ||||||
EXHIBIT “A” Page 13 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Martha J. Grotlisch | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/17/2010 | 00239380 RP | 1359 | 257 | ||||||
| Kent McGilberry | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/11/2010 | 00239358 RP | 1359 | 439 | ||||||
| Troy Price aka Troy M. Price aka Troy Michael Price, and wife, Virginia A. Price | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/19/2010 | 00239403 RP | 1359 | 613 | ||||||
| J.C. Thompson and wife, Teri Thompson | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/21/2011 | 00240692 RP | 1367 | 14 | ||||||
| Mary Lois Chapman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/11/2010 | 00239355 RP | 1359 | 427 | ||||||
| Scott McGilberry | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/11/2010 | 00239356 RP | 1359 | 431 | ||||||
| Henry F. Lindley | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/3/2010 | 00239368 RP | 1359 | 478 | ||||||
| Helen Karuba | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/7/2010 | 00239369 RP | 1359 | 481 | ||||||
EXHIBIT “A” Page 14 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| W. Le Grande Fuqua | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/10/2010 | 00239370 RP | 1359 | 484 | ||||||
| Marie E. Fuqua | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/10/2010 | 00239371 RP | 1359 | 487 | ||||||
| Herbert Schulze | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/20/2011 | 00242943 RP | 1380 | 399 | ||||||
| Ernest O. Perry, Jr. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/21/2011 | 00242944 RP | 1380 | 402 | ||||||
| Carl A. Cauthen | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 3/23/2012 | 00249407 RP | 1414 | 355 | ||||||
| Curtis C. Cauthen | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 3/13/2012 | 00248916 RP | 1412 | 154 | ||||||
| Tyler Bartlett Jackson, Individually, and Madeline B. Jackson, as Trustee of the Tyler Bartlett Jackson Trust | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/25/2010 | 00239402 RP | 1359 | 610 | ||||||
| Jerry C. Dyer and Joyce F. Dyer, Life Estate Tenants, and Jeffery K. Dyer and Krista J. Dyer, as Remaindermen | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/20/2010 | 00239373 RP | 1359 | 494 | ||||||
EXHIBIT “A” Page 15 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Jeffery K. Dyer and Krista J. Dyer | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/20/2010 | 00239372 RP | 1359 | 490 | ||||||
| David W. Burns | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/15/2011 | 00241920 RP | 1374 | 147 | ||||||
| Bobbie S. Burns, Trustee for The Bobbie S. Burns Family Living Trust | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/15/2011 | 00241921 RP | 1374 | 151 | ||||||
| John Michael Peteete and Rebecca Herman Peteete, Co-Trustees of the James L. Peteete and the Clarice E. Peteete Irrevocable Trust | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/12/2011 | 00240691 RP | 1367 | 9 | ||||||
| Darell Dyer | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/3/2010 | 00239393 RP | 1359 | 576 | ||||||
| Eddie Dyer | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/28/2010 | 00239394 RP | 1359 | 580 | ||||||
| Tommie D. Maynard | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00239405 RP | 1359 | 622 | ||||||
| Bill Glidden | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00239408 RP | 1359 | 632 | ||||||
EXHIBIT “A” Page 16 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Mary Lois Chapman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/28/2010 | 00239382 RP | 1359 | 534 | ||||||
| Will D. Smith Company Inc. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/21/2010 | 00239375 RP | 1359 | 505 | ||||||
| Joel Dyer | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/5/2010 | 00239388 RP | 1359 | 556 | ||||||
| Terence L. Dreher and Pauline G. Dreher | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/24/2010 | 00239378 RP | 1359 | 519 | ||||||
| Johnny Bruce Poteete, dealing in his sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/21/2011 | 00240690 RP | 1367 | 5 | ||||||
| Ira Jene Jackson and Gail G. Jackson, husband & wife | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/13/2011 | 00240689 RP | 1367 | 1 | ||||||
| Joy Strawn Truelock, dealing in her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/13/2010 | 00239397 RP | 1359 | 591 | ||||||
| Candi Todaro Frazier, dealing in her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/13/2010 | 00239398 RP | 1359 | 594 | ||||||
EXHIBIT “A” Page 17 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Norma Rae Saxton, by and thru her agent and attorney-in-fact, William Harold Saxton, Jr. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/13/2010 | 00239399 RP | 1359 | 597 | ||||||
| Eva McDougald | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/17/2010 | 00239376 RP | 1359 | 510 | ||||||
| Chester McDougald | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/21/2010 | 00239384 RP | 1359 | 542 | ||||||
| Mary Lois Chapman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/6/2010 | 00239354 RP | 1359 | 423 | ||||||
| Scott McGilberry | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/7/2010 | 00239357 RP | 1359 | 435 | ||||||
| Jim Hale | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/13/2010 | 00239361 RP | 1359 | 450 | ||||||
| Kenneth Eugene Gilbert, dealing in his sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 2/24/2011 | 00240957 RP | 1368 | 483 | ||||||
| Terence L. Dreher and Pauline G. Dreher | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/24/2010 | 00239379 RP | 1359 | 523 | ||||||
EXHIBIT “A” Page 18 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Helen Christine Crawford | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/24/2010 | 00239362 RP | 1359 | 454 | ||||||
| K & K Real Estate, Ltd. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/13/2010 | 00239396 RP | 1359 | 587 | ||||||
| Henry M. Hargrave and wife, Paula A. Hargrave | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/30/2010 | 00239383 RP | 1359 | 537 | ||||||
| Annette Honea Wells, Estate of, as Lessor, and herein represented by Joe Myrl Wells, Jr. in his capacity as Independent Executor | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 11/15/2010 | 00240682 RP | 1366 | 825 | ||||||
| Carolyn Jean Lehoski | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/31/2011 | 00242946 RP | 1380 | 408 | ||||||
| Linda Ann Emery | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/31/2011 | 00242947 RP | 1380 | 411 | ||||||
| Melba Jean White | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/27/2011 | 00242948 RP | 1380 | 414 | ||||||
| Bernice L. Brown | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 12/10/2010 | 00240688 RP | 1366 | 845 | ||||||
EXHIBIT “A” Page 19 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Fred H. McGillberry III | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/27/2010 | 00239363 RP | 1359 | 459 | ||||||
| Terence L. Dreher and Pauline G. Dreher | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/24/2010 | 00239377 RP | 1359 | 514 | ||||||
| Ronald David Spivey | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/14/2011 | 00241916 RP | 1374 | 129 | ||||||
| Gary Wayne Spivey | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/14/2011 | 00241917 RP | 1374 | 135 | ||||||
| David Odell Landers | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 12/3/2010 | 00240684RP | 1366 | 833 | ||||||
| John H. Ford and wife, Sheila Ford | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/25/2011 | 00242274 RP | 1376 | 281 | ||||||
| Myra Loyce Dyer, Estate of, as Lessor, herein represented by Larry Michael Dyer, in his capacity as Executor | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 11/30/2010 | 00240685 RP | 1366 | 836 | ||||||
| Faber Francis McMullen, III “Trust GST Exempt”, as Lessor herein represented by Faber Francis McMullen, III in his capacity as Trustee | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 12/2/2010 | 00240686 RP | 1366 | 839 | ||||||
EXHIBIT “A” Page 20 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Stephen Wayne Woodall | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/27/2010 | 00239409 RP | 1359 | 636 | ||||||
| Della Woodall Turner | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/27/2010 | 00239410 RP | 1359 | 640 | ||||||
| Mitchel A. Mize | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/25/2011 | 00242945 RP | 1380 | 405 | ||||||
| Trudy Ann Mize Roach | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/25/2011 | 00244074 RP | 1387 | 95 | ||||||
| Glenn R. Harmon and wife, Betty L. Harmon | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 3/29/2011 | 00241776 RP | 1373 | 390 | ||||||
| Norma Florene Tyer | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 5/25/2011 | 00243170 RP | 1381 | 602 | ||||||
| University of Mary Hardin-Baylor, acting by and through Baptist Foundation of Texas, its agent and attorney-in-fact | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/24/2010 | 00241774 RP | 1373 | 386 | ||||||
| Rodney Robert Poe, and wife, Yvonne Poe | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/6/2010 | 00239387 RP | 1359 | 553 | ||||||
EXHIBIT “A” Page 21 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Curtis Cauthen | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/27/2010 | 00239366 RP | 1359 | 471 | ||||||
| Doyle G. Callender | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/22/2010 | 00239390 RP | 1359 | 564 | ||||||
| John K. Callender | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/22/2010 | 00240670 RP | 1366 | 782 | ||||||
| Kyle J. Callender | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/22/2010 | 00240669 RP | 1366 | 780 | ||||||
| Cambrey B. Lindsay | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/22/2010 | 00240671 RP | 1366 | 784 | ||||||
| Connie Lindsay | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/22/2010 | 00240672 RP | 1366 | 786 | ||||||
| Randy Feriante, dealing herein with his sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/17/2010 | 00239407 RP | 1359 | 629 | ||||||
| Thomas Allen Poe, Jr., and wife, Lila Kathleen Poe | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/6/2010 | 00239386 RP | 1359 | 550 | ||||||
EXHIBIT “A” Page 22 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Dan M. Smith | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/28/2010 | 00239385 RP | 1359 | 546 | ||||||
| Will D. Smith Company Inc. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/21/2010 | 00239374 RP | 1359 | 499 | ||||||
| Ben L. DeMarco | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/13/2010 | 00239360 RP | 1359 | 446 | ||||||
| Mabel D. Stubbs | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/25/2011 | 00243171 RP | 1381 | 605 | ||||||
| Hazel Weidman, widow of Hubert Weidman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/12/2010 | 00239389 RP | 1359 | 561 | ||||||
| Margaret A. Hyman, a widow | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/25/2010 | 00239359 RP | 1359 | 443 | ||||||
| MCRP Interests, LTD., a Texas Limited Partnership | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/13/2010 | 00239406 RP | 1359 | 626 | ||||||
| Charles P. Lewis, and wife, Betty Ann Lewis | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 11/10/2010 | 00240680 RP | 1366 | 817 | ||||||
EXHIBIT “A” Page 23 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Kathryn Truehitt | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/14/2011 | 00241918 RP | 1374 | 141 | ||||||
| Leon V. Klenk and Lavern S. Klenk | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/5/2010 | 00239391 RP | 1359 | 568 | ||||||
| Troy Price , Trustee | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/20/2010 | 00239404 RP | 1359 | 618 | ||||||
| Kenneth Eugene Gilbert, dealing in his sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/12/2011 | 00241777 RP | 1373 | 394 | ||||||
| Michael L. Baskin and wife, Linda M. Baskin | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 11/22/2010 | 00240683 RP | 1366 | 829 | ||||||
| Jerry Cole, Trustee | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00240677 RP | 1366 | 805 | ||||||
| James Dishongh | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/27/2010 | 00239414 RP | 1359 | 655 | ||||||
| Jean Callender Ramsey | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00240666 RP | 1366 | 768 | ||||||
EXHIBIT “A” Page 24 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Helen L. Cole and husband, Jerry A. Cole | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00240673 RP | 1366 | 788 | ||||||
| Kay Callender Evans | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00240667 RP | 1366 | 772 | ||||||
| Curtis Dishongh | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/27/2010 | 00239413 RP | 1359 | 651 | ||||||
| Paula Tadlock Jankowski | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/27/2010 | 00239415 RP | 1359 | 659 | ||||||
| John J. Milligan | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 11/23/2010 | 00240679 RP | 1366 | 813 | ||||||
| Jean Callender Ramsey | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00240665 RP | 1366 | 764 | ||||||
| Billy Joe Wells and wife, Brenda Kay Wells | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/20/2010 | 00239364 RP | 1359 | 463 | ||||||
| Fred H. McGilberry Ratification by BAPTIST FOUNDATION | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/27/2011 | 00241775 RP | 1373 | 388 | ||||||
EXHIBIT “A” Page 25 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Rayburn Wayne Fuller and wife, Frances G. Fuller | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/30/2010 | 00239367 RP | 1359 | 475 | ||||||
| Jim Hale | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/14/2011 | 00241919 RP | 1374 | 144 | ||||||
| Tommy Dudley | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/15/2011 | 00241922 RP | 1374 | 155 | ||||||
| Carl Brown | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/19/2011 | 00242073 RP | 1375 | 132 | ||||||
| Jerry A. Cole and wife, Helen L. Cole | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/5/2010 | 00240676 RP | 1366 | 800 | ||||||
| Arnald Ray Brown | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/19/2011 | 00242275 RP | 1376 | 285 | ||||||
| James C. Brown | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/19/2011 | 00242075 RP | 1375 | 142 | ||||||
| Jerald L. Brown | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/19/2011 | 00242076 RP | 1375 | 147 | ||||||
EXHIBIT “A” Page 26 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Ronnie G. Brown | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 4/19/2011 | 00242074 RP | 1375 | 137 | ||||||
| Larry Kolb, II and wife Jill Kolb | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/13/2010 | 00239395 RP | 1359 | 584 | ||||||
| Charles Fred Walden, as Agent and Attorney-in-Fact for Ray Q. Neff, Widower | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 9/7/2010 | 00239365 RP | 1359 | 468 | ||||||
| P.D. and F.J. Hamilton Living Trust, as Lessor and herein represented by P.D. Hamilton and Florine J. Hamilton in their capacity as Trustees | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/27/2010 | 00239412 RP | 1359 | 647 | ||||||
| Lisa Klenk Dreher | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/5/2010 | 00239392 RP | 1359 | 573 | ||||||
| Jerry A. Cole and wife, Helen L. Cole | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00240675 RP | 1366 | 796 | ||||||
| Jerry A. Cole, Jr. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00240678 RP | 1366 | 809 | ||||||
| Candler Family Living Trust dated June 9, 2003, as amended | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/28/2010 | 00240664 RP | 1366 | 760 | ||||||
EXHIBIT “A” Page 27 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| J.C. Thompson and wife, Teri Thompson, as Remaindermen | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 1/21/2011 | 00240693 RP | 1367 | 18 | ||||||
| Helen L. Cole and husband, Jerry A. Cole | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00240674 RP | 1366 | 792 | ||||||
| Kay Callender Evans | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00240668 RP | 1366 | 776 | ||||||
| Leonard W. Truett | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/26/2010 | 00239416 RP | 1359 | 663 | ||||||
| Johnnie G. Truett | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/26/2010 | 00239417 RP | 1359 | 667 | ||||||
| Walter K. Truett | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 10/18/2010 | 00239418 RP | 1359 | 671 | ||||||
| Curtis Cauthen Ratification by BAPTIST FOUNDATION | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 8/27/2010 | 00239366 RP & | 1359 & 1373 | 471 & 384 | ||||||
| Catharine Johnson Rowe | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 11/22/2010 | 00240681 RP | 1366 | 821 | ||||||
EXHIBIT “A” Page 28 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Donnie P. Gannaway | ENERGY & EXPLORATION PARTNERS, LLC | Grimes | 12/10/2010 | 00240687 RP | 1366 | 842 | ||||||
| Charles M. Baker & wife, Janis Jo Baker, Charles Heath Baker & Jessica Baker (assignment via Weber Energy Corporation) | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 8/23/2010 | 00248781 RP | 1411 | 612 | ||||||
| Krista M. Bryant (assignment via Weber Energy Corporation) | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 9/24/2010 | 00248781 RP | 1411 | 612 | ||||||
EXHIBIT “A” Page 29 of 32
GRIMES CO AND MADISON CO
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Covington, Paul and Vivian | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 5/25/2011 | 00244021 RP & 70545 OR | 1386 & 1108 | 663 & 120 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the Rita Mathilde Smart Living Trust No. 1 | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249253 RP & 73917 OR | 1413 & 1151 | 524 & 138 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the Nancy Forman Trust for Margaret A. Forman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249250 RP & 73916 OR | 1413 & 1151 | 518 & 135 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the Nancy Leona Dufresne Living Trust No. 1 | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249251 RP & 73915 OR | 1413 & 1151 | 520 & 132 | ||||||
| Michael W. Elley, Trustee of the Kenneth Darryll Dufresne Trust | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249252 RP & 73914 OR | 1413 & 1151 | 522 & 129 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the John Naylor Forman Residuary Trust for the benefit of George Forman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249254 RP & 73913 OR | 1413 & 1151 | 526 & 126 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the John Naylor Forman Residuary Trust for the benefit of John Forman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249255 RP & 73912 OR | 1413 & 1151 | 528 & 123 | ||||||
| William J. Montgomery and wife Florence A. Montgomery | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 7/18/2011 | 00243871 RP & 70118 OR | 1385 & 1102 | 768 & 272 | ||||||
EXHIBIT “A” Page 30 of 32
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Roger Lee Callender | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 7/6/2011 | 00243736 RP & 72512 OR | 1384 & 1133 | 571 & 140 | ||||||
| Robert L. Eichenour and Daniel L. Eichenour, Individually and as Partners of Diamond E, L.L.C. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249373 RP & 74114 OR | 1414 & 1154 | 184 & 250 | ||||||
| Gregory Drilling Fluid, Inc. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 11/1/2010 | 00239411 RP & 71251 OR | 1359 & 1116 | 644 & 193 | ||||||
| Louis D. Heinze and wife Nelda Heinze | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 1/24/2011 | 00241770 RP & 68444 OR | 1373 & 1081 | 375 & 107 | ||||||
| Darlene Bishop | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/7/2011 | 00241771 RP & 68445 OR | 1373 & 1081 | 378 & 111 | ||||||
| Brian Keith Bishop | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/7/2011 | 00241772 RP & 68446 OR | 1373 & 1081 | 381 & 115 | ||||||
| Jimmy Earl Gilbert and wife, Betty Jo Gilbert | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 7/29/2011 | 71476 OR & 00244959 RP | 1119 & 1391 | 62 & 270 | ||||||
| Charles M. Baker & wife, Janis Jo Baker | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/14/2012 | 00249374 RP & 74113 OR | 1414 & 1154 | 178 & 245 | ||||||
EXHIBIT “A” Page 31 of 32
GRIMES CO AND MADISON CO AND WALKER CO, TEXAS
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Heath Ranch Partnership | ENERGY & EXPLORATION PARTNERS, LLC | Grimes, Madison & Walker | 2/9/2012 | 73425 OR & 00249169 RP & 00002536 OR | 1144 & 1413 & 1018 | 223 & 169 & 683 |
EXHIBIT “A” Page 32 of 32
EXHIBIT A
MADISON CO
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Joe Gus Andrews and wife, Barbara Annette Andrews | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/16/2011 | 68339 OR | 1080 | 57 | ||||||
| Charles Kenneth Andrews and wife, Mary Jane Andrews | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/16/2011 | 68337 OR | 1080 | 48 | ||||||
| Ronald E. Bartee and wife Roslyn C. Bartee | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/16/2011 | 68285 OR | 1079 | 186 | ||||||
| Steven Russell Andrews and wife, Anita Levonne Andrews | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/16/2011 | 68338 OR | 1080 | 53 | ||||||
| Ezell Johnson, Jr.,and wife Minnie P. Johnson | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 6/6/2011 | 71477 OR | 1119 | 65 | ||||||
| Helen Dean Allen | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 4/19/2011 | 69214 OR | 1092 | 111 | ||||||
| Darrell L. and wife, Donna Rhena Whitlow | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 4/19/2011 | 69349 OR | 1093 | 237 | ||||||
| Ellis Rudy | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 7/8/2011 | 70029 OR | 1101 | 242 | ||||||
EXHIBIT “A” Page 1 of 12
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Bryce H Smith and wife, Mary Lynn Wells Smith | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 5/31/2011 | 69621 OR | 1096 | 313 | ||||||
| Mary Lynn Wells Smith | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 5/31/2011 | 69620 OR | 1096 | 310 | ||||||
| Paul David Covington and wife, Vivian Doyle Covington | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 6/14/2011 | 70246 OR | 1104 | 261 | ||||||
| Dale Van Dean and wife, Sylvia Garrett Dean | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 6/16/2011 | 71002 & 70998 OR | 1113 & 1113 | 215 & 204 | ||||||
| W.R. Goodrum, Jr. | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/5/2011 | 70988 OR | 1113 | 174 | ||||||
| Harold Wayne Goodrum | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/5/2011 | 70987 OR | 1113 | 171 | ||||||
| Don J. Ekvall and wife, Mary U. Ekvall | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/1/2011 | 70451 OR | 1107 | 84 | ||||||
| Mary Nell Kennedy | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 11/11/2011 | 73494 OR | 1145 | 253 | ||||||
EXHIBIT “A” Page 2 of 12
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Carol J. Tidwell | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 11/11/2011 | 73495 OR | 1145 | 256 | ||||||
| Margaret Nan Nowlin | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 11/11/2011 | 73493 OR | 1145 | 250 | ||||||
| Pettit, Anne C. | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 1/6/2012 | 73919 OR | 1151 | 144 | ||||||
| Rollan Charles Park | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/3/2012 | 73918 OR | 1151 | 141 | ||||||
| Glen Iris Capo | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 4/6/2012 | 74557 OR | 1159 | 264 | ||||||
| Loraine Kuehn, a widow | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/9/2011 | 70989 OR | 1113 | 177 | ||||||
| Neil Lindsey | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/5/2011 | 70991 OR | 1113 | 183 | ||||||
| J.B. Whearley and wife, Evelyn Whearley | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/9/2011 | 71000 OR | 1113 | 210 | ||||||
EXHIBIT “A” Page 3 of 12
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Neil Lindsey | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/5/2011 | 70992 OR | 1113 | 186 | ||||||
| Gary Burtis Lindsey | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/5/2011 | 71985 OR | 1126 | 154 | ||||||
| Neil Lindsey and Gary Burtis Lindsey | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/5/2011 | 70990 OR | 1113 | 180 | ||||||
| T.C. King, Jr., and wife Margie A. King ENERGY & | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/12/2011 | 70993 OR | 1113 | 189 | ||||||
| Sue Lisbeth Cannon, a widow | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/16/2011 | 70994 OR | 1113 | 192 | ||||||
| Gary L. Dossett | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/11/2011 | 79997 OR | 1113 | 201 | ||||||
| Stephen Andrew Dossett | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/11/2011 | 70996 OR | 1113 | 198 | ||||||
| Joseph E. Dossett | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/11/2011 | 71532 OR | 1119 | 303 | ||||||
EXHIBIT “A” Page 4 of 12
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Jimmy Earl Gilbert and wife, Betty Jo Gilbert | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/10/2011 | 70995 OR | 1113 | 195 | ||||||
| Sharon Ann Renfro | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/18/2011 | 70985 OR | 1113 | 165 | ||||||
| James C. Wells | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/16/2011 | 70986 OR | 1113 | 168 | ||||||
| Steven R. Wells | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/16/2011 | 71519 OR | 1119 | 257 | ||||||
| Thomas J. Poole and wife, Billie Joyce Poole | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/25/2011 | 71001 OR | 1113 | 213 | ||||||
| Mary Lynn Smith | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 11/23/2011 | 71984 OR | 1126 | 151 | ||||||
| Heber E. Foster | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 9/13/2011 | 70999 & 74525 OR | 1113 & 1159 | 207 & 143 | ||||||
| William Keith West and wife, Courtney Ann West | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/18/2011 | 71968 OR | 1126 | 84 | ||||||
EXHIBIT “A” Page 5 of 12
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| June R. Bevers | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 9/21/2011 | 73197 OR | 1141 | 74 | ||||||
| Dennis L. McWhorter and wife, Karen I. McWhorter and Karen I. McWhorter a/k/a Glenda Karen Isbell McWhorter, dealing in her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 1/1/2012 | 74263 OR | 1156 | 142 | ||||||
| Clinton H. Isbell, dealing in his sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 1/1/2012 | 74524 OR | 1159 | 140 | ||||||
| Frances L. Isbell, a widow | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 1/1/2012 | 74523 OR | 1159 | 137 | ||||||
| Lee Stanton Isbell, dealing in his sole and separat e property | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 1/1/2012 | 74522 OR | 1159 | 134 | ||||||
| Patrick J. Bullard and wife, Marsha L. Bullard (assignment via P.L.E., Inc.) | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 11/12/2010 | 73819 OR | 1149 | 273 | ||||||
| Grall Ranch, LTD. (assignment via P.L.E., Inc.) | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 8/13/2010 | 73819 OR | 1149 | 273 | ||||||
| Sarah Thompson Smith, a married woman dealing in her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 12/1/2011 | 73336 OR | 1143 | 200 | ||||||
EXHIBIT “A” Page 6 of 12
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| M.Y. Vick Deduction Trust—Non-Exempt, Diana B. Vick, Trustee | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/10/2012 | 73692 OR | 1147 | 340 | ||||||
| Joy Addison | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/16/2012 | 74828 OR | 1163 | 153 | ||||||
| Dona Skains | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/16/2012 | 74829 OR | 1163 | 156 | ||||||
| Bradley Louis Mathis | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/16/2012 | 74902 OR | 1164 | 136 | ||||||
| NevJon Properties, LLC, a Texas Limited Liability Company | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 5/18/2012 | 47680 OR | 1161 | 176 | ||||||
| James Brett Kindred | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 5/23/2012 | 74988 OR | 1165 | 177 | ||||||
| Zane A. Kindred | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 5/23/2012 | 74987 OR | 1165 | 174 | ||||||
| Tommy Parker, Jr. | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/18/2012 | 74824 OR | 1163 | 143 | ||||||
EXHIBIT “A” Page 7 of 12
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Patrick D. George | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 3/10/2012 | 74941 OR | 1164 | 337 | ||||||
| James Brett Kindred | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 3/10/2012 | 74990 OR | 1165 | 183 | ||||||
| Zane A. Kindred | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 3/10/2012 | 74989 OR | 1165 | 180 | ||||||
| Richard J. Herman and wife, Carol A. Herman a/k/a Carol Ann Herman | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 2/29/2012 | 74904 OR | 1164 | 141 | ||||||
| Linnie M. Stone | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 5/10/2012 | 74944 OR | 1164 | 343 | ||||||
| Norman Morris and wife, Susanne Morris | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 5/30/2012 | 74887 OR | 1164 | 66 | ||||||
| Ottis Wayne Collard | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 7/20/2011 | 70252 OR | 1104 | 283 | ||||||
| William O. Collard | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 7/20/2011 | 70253 OR | 1104 | 285 | ||||||
EXHIBIT “A” Page 8 of 12
GRIMES CO AND MADISON CO
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Covington, Paul and Vivian | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 5/25/2011 | 00244021 RP & 70545 OR | 1386 & 1108 | 663 & 120 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the Rita Mathilde Smart Living Trust No. 1 | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249253 RP & 73917 OR | 1413 & 1151 | 524 & 138 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the Nancy Forman Trust for Margaret A. Forman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249250 RP & 73916 OR | 1413 & 1151 | 518 & 135 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the Nancy Leona Dufresne Living Trust No. 1 | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249251 RP & 73915 OR | 1413 & 1151 | 520 & 132 | ||||||
| Michael W. Elley, Trustee of the Kenneth Darryll Dufresne Trust | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249252 RP & 73914 OR | 1413 & 1151 | 522 & 129 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the John Naylor Forman Residuary Trust for the benefit of George Forman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249254 RP & 73913 OR | 1413 & 1151 | 526 & 126 | ||||||
| Rita Mathilde Smart & Michael W. Elley, Co-Trustees of the John Naylor Forman Residuary Trust for the benefit of John Forman | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249255 RP & 73912 OR | 1413 & 1151 | 528 & 123 | ||||||
| William J. Montgomery and wife Florence A. Montgomery | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 7/18/2011 | 00243871 RP & 70118 OR | 1385 & 1102 | 768 & 272 | ||||||
EXHIBIT “A” Page 9 of 12
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Roger Lee Callender | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 7/6/2011 | 00243736 RP & 72512 OR | 1384 & 1133 | 571 & 140 | ||||||
| Robert L. Eichenour and Daniel L. Eichenour, Individually and as Partners of Diamond E, L.L.C. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/8/2012 | 00249373 RP & 74114 OR | 1414 & 1154 | 184 & 250 | ||||||
| Gregory Drilling Fluid, Inc. | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 11/1/2010 | 00239411 RP & 71251 OR | 1359 & 1116 | 644 & 193 | ||||||
| Louis D. Heinze and wife Nelda Heinze | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 1/24/2011 | 00241770 RP & 68444 OR | 1373 & 1081 | 375 & 107 | ||||||
| Darlene Bishop | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/7/2011 | 00241771 RP & 68445 OR | 1373 & 1081 | 378 & 111 | ||||||
| Brian Keith Bishop | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/7/2011 | 00241772 RP & 68446 OR | 1373 & 1081 | 381 & 115 | ||||||
| Jimmy Earl Gilbert and wife, Betty Jo Gilbert | ENERGY & EXPLORATION PARTNERS, LLC | Madison | 7/29/2011 | 71476 OR & 00244959 RP | 1119 & 1391 | 62 & 270 | ||||||
| Charles M. Baker & wife, Janis Jo Baker | ENERGY & EXPLORATION PARTNERS, LLC | Grimes & Madison | 2/14/2012 | 00249374 RP & 74113 OR | 1414 & 1154 | 178 & 245 | ||||||
EXHIBIT “A” Page 10 of 12
WALKER CO AND MADISON CO
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Krista Bryant | ENERGY & EXPLORATION PARTNERS, LLC | Madison & Walker | 4/29/2011 | 68987 OR & 00003595 OR | 1088 & 982 | 6 & 479 | ||||||
| Janis Baker, a married woman dealing herein with her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Madison & Walker | 5/3/2011 | 68988 OR & 00003594 OR | 1088 & 982 | 9 & 477 | ||||||
| Barbara Buie | ENERGY & EXPLORATION PARTNERS, LLC | Madison & Walker | 10/27/2010 | 00002916 OR & 72510 OR | 979 & 1133 | 427 & 133 | ||||||
| Jessica Baker Trust and the Heath Baker Trust, Krista Bryant and Barbara Buie, Co-Trustees | ENERGY & EXPLORATION PARTNERS, LLC | Madison & Walker | 5/18/2011 | 00005630 OR & 72511 OR | 991 & 1133 | 697 & 136 | ||||||
EXHIBIT “A” Page 11 of 12
GRIMES CO AND MADISON CO AND WALKER CO, TEXAS
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Heath Ranch Partnership | ENERGY & EXPLORATION PARTNERS, LLC | Grimes, Madison & Walker | 2/9/2012 | 73425 OR & 00249169 RP & 00002536 OR | 1144 & 1413 & 1018 | 223 & 169 & 683 |
EXHIBIT “A” Page 12 of 12
EXHIBIT A
WALKER CO
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Paul David Covington | ENERGY & EXPLORATION PARTNERS, LLC | Walker | 8/17/2011 | 00005586 OR | 991 | 529 | ||||||
| Earl G. Covington, Jr. | ENERGY & EXPLORATION PARTNERS, LLC | Walker | 8/17/2011 | 00005587 OR | 991 | 531 | ||||||
| Mary Zina Covington Arnold | ENERGY & EXPLORATION PARTNERS, LLC | Walker | 8/17/2011 | 00005949 OR | 993 | 90 | ||||||
| Bank of America N.A., Trustee under Deed dated January 1, 1984, by George Sealy, et al. | ENERGY & EXPLORATION PARTNERS, LLC | Walker | 4/16/2012 | 00003715 OR | 1024 | 301 | ||||||
EXHIBIT “A” Page 1 of 2
WALKER CO AND MADISON CO
| LESSOR | LESSEE | COUNTY | LEASE DATE | INSTRUMENT NUMBER | VOLUME | PAGE | ||||||
| Krista Bryant | ENERGY & EXPLORATION PARTNERS, LLC | Madison & Walker | 4/29/2011 | 68987 OR & 00003595 OR | 1088 & 982 | 6 & 479 | ||||||
| Janis Baker, a married woman dealing herein with her sole and separate property | ENERGY & EXPLORATION PARTNERS, LLC | Madison & Walker | 5/3/2011 | 68988 OR & 00003594 OR | 1088 & 982 | 9 & 477 | ||||||
| Barbara Buie | ENERGY & EXPLORATION PARTNERS, LLC | Madison & Walker | 10/27/2010 | 00002916 OR & 72510 OR | 979 & 1133 | 427 & 133 | ||||||
| Jessica Baker Trust and the Heath Baker Trust, Krista Bryant and Barbara Buie, Co-Trustees | ENERGY & EXPLORATION PARTNERS, LLC | Madison & Walker | 5/18/2011 | 00005630 OR & 72511 OR | 991 & 1133 | 697 & 136 | ||||||
EXHIBIT “A” Page 2 of 2
EXHIBIT B
FORM OF OVERRIDING ROYALTY INTEREST CONVEYANCE
See attached.
| Prepared by: Kraig Grahmann Haynes and Boone, LLP 1221 McKinney, Suite 2100 Houston, TX 77010 (713) 547-2048 | Return to: Cameron Bettis Haynes and Boone, LLP 1221 McKinney, Suite 2100 Houston, TX 77010 (713) 547-2519 |
OVERRIDING ROYALTY INTEREST CONVEYANCE
| STATE OF TEXAS | § | |||
| § | KNOW ALL MEN BY THESE PRESENTS: | |||
| COUNTY OF [ ] | § |
This Overriding Royalty Interest Conveyance (this “Conveyance”) is made, effective as of [ ] (the “Effective Date”), from ENERGY & EXPLORATION PARTNERS, LLC, a Delaware limited liability company (“Grantor”), to GUGGENHEIM CORPORATE FUNDING, LLC, a Delaware limited liability company (“Grantee”), acting in its capacity as Administrative Agent for the lenders that are from time to time party to the Credit Agreement (the “Lenders”) (all capitalized terms herein not otherwise defined in the body of this Conveyance are defined in the Appendix to this Conveyance).
GRANT OF OVERRIDING ROYALTY INTEREST
For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration to it paid by Grantee, the receipt and sufficiency of which are hereby acknowledged, Grantor has bargained, sold, conveyed, transferred, assigned and delivered, and by these presents does hereby bargain, sell, convey, transfer, assign and deliver unto Grantee, a royalty interest comprised of the Overriding Royalty Interest in and to the Oil, Gas, Gas Liquids and other hydrocarbons in and under and that may be produced and saved from the Subject Leases.
TO HAVE AND TO HOLD the Overriding Royalty Interest, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns, forever, subject, however, to the following terms and provisions.
OVERRIDING ROYALTY INTEREST
2.1 Overriding Royalty Interest. The overriding royalty interest (the “Overriding Royalty Interest”) shall be equal to [ ] percent ([ ]%) in all Oil, Gas, Gas Liquids and other hydrocarbons that are produced, saved and marketed from those certain leases, the lands covered by the leases (the “Lands”) and wells more particularly described in the attached Exhibit A (the “Subject Leases”). Grantor shall account to Grantee for the production of Oil, Gas, Gas Liquids and other hydrocarbons attributable to the Overriding Royalty Interest on the following basis, payable at first production from each of the Subject Leases (provided, however, that, with respect to wells that had been drilled as of the date of the Equity Letter, as defined in Section 5.9 hereof, the Overriding Royalty Interest shall be payable as of the Effective Date only):
(a) [ ] percent ([ ]%) of (1) the Oil produced and saved and (2) distillate and condensate Gas Liquids recovered from the Subject Leases, to be marketed by Grantor pursuant to Section 3.3; and
(b) On Gas produced and saved from the Subject Leases and sold on or off the Lands, [ ] percent ([ ]%) of the proceeds received by Grantor in such sale, regardless of the point of delivery, except that on Gas, produced from said Land and run to a plant for the recovering of Gas Liquids therefrom, the royalty shall be (1) [ ] percent ([ ]%) of the proceeds received by Grantor for the Gas Liquids removed from said Gas and sold at the plant or elsewhere and (2) [ ] percent ([ ]%) of the proceeds received by Grantor of the sale at the plant or elsewhere of the residue Gas remaining after the removal of such Gas Liquids.
(c) Notwithstanding anything to the contrary herein, the Overriding Royalty shall not be paid with respect to, or accrued upon, any Oil, Gas or other hydrocarbon substance (i) used for operating, development or production purposes upon the Lands or Subject Lease (provided that such use is prudent, or in the event Grantor is not the operator of such Subject Lease, Grantor has made reasonable efforts to cause such use to be prudent), (ii) unavoidably lost in the production from the Subject Lands or Subject Leases, or (iii) used in the manufacture of gasoline or other products on which the Overriding Royalty Interest is otherwise payable.
2.2 Application. The Overriding Royalty Interest shall also apply to the production of Oil, Gas, Gas Liquids and other hydrocarbons under the terms and provisions of any extension of any of the Subject Leases, as such or any new lease, which covers all or any portion of the Lands (to the extent such new lease covers the Lands), acquired by or for the benefit of Grantor, its successors and assigns, either prior to or within one (1) year after the expiration of such Subject Lease; provided, however, that no such new lease shall adversely affect any of Grantee’s rights hereunder in any material respect.
2.3 Proportionate Costs. The Overriding Royalty Interest shall be paid free of exploration, drilling, development, operating, production and other costs incurred in or attributable to the exploration and production of Oil, Gas and related hydrocarbons from said Leases. The Overriding Royalty Interest shall bear its proportionate cost of all post production expenses; provided that if any such allowable charges or expenses are paid to an Affiliate of Grantor, the amount deducted from the Overriding Royalty Interest shall not exceed the prevailing charges for similar services provided to non-Affiliates in the general area where the Leases are located. All ad valorem, production, severance, gathering and other taxes chargeable against the Overriding Royalty Interest shall be paid by Grantee.
2.4 Proportionate Reduction. If any Subject Lease covers less than the entire undivided mineral fee interest in the Lands covered thereby, then, with respect to such Subject Lease the Overriding Royalty Interest herein assigned shall be proportionately reduced to the proportion that the mineral fee interest in the Lands covered by such Subject Lease bears to the entire undivided mineral fee interest in said Lands. If Grantor owns less than all of the leasehold interest (working interest) in and to any Subject Lease, then in such event the Overriding Royalty Interest herein assigned with respect to such Subject Lease shall be proportionately reduced by the leasehold interest owned by Grantor at the time of this Conveyance.
OPERATION OF THE SUBJECT LEASES
3.1 Operations Standard. It is the express intent of Grantor and Grantee that the Overriding Royalty Interest shall constitute (and this Conveyance shall conclusively be construed for all purposes as creating) single, separate non-operating rights with respect to the Subject Leases for all purposes. Grantor and Grantee hereby expressly negate any intent to create (and this Conveyance shall never be construed as creating) a mining or other partnership or joint venture or other relationship subjecting Grantor and Grantee to joint liability. Nothing contained in this Conveyance shall be deemed to prevent or restrict Grantor from electing not to participate in any operations that are to be conducted under the terms of any operating agreement, unit operating agreement, contract for development, or similar instrument affecting or pertaining to the Subject Leases (or any portion thereof) and permitting consenting parties to conduct non-consent operations thereon if a reasonable and prudent operator, acting in conformity with sound field practices.
3.2 Pooling and Unitization. Grantor shall have the right to pool or unitize all or any of the Subject Leases, and/or commit any or all of the Subject Leases to one or more production sharing agreements, in whole or in part, as to any one or more of the formations or horizons thereunder, and as to any of the Subject Leases, when, in the reasonable judgment of Grantor, it is necessary or advisable to do so in order to form a drilling or proration unit, to facilitate the orderly development of the Subject Leases, to obtain a drilling permit or other regulatory approval for a well, or to comply with the requirements of any law or governmental order or regulation relating to the spacing of wells or proration of the production therefrom or the terms of any Subject Lease. For purposes of computing the Overriding Royalty Interest, there shall be allocated to the Subject Leases included in such unit or production sharing agreement area a pro rata portion of the Oil, Gas, Gas Liquids and other hydrocarbons produced from the pooled unit or production sharing agreement area on the same basis that production from the pool, unit, or production sharing agreement area is allocated to other working interests in such pool or unit or royalties in such or production sharing agreement area. Grantor shall have the right and power to enlarge, reduce, dissolve, reform, or otherwise amend any unit, pool, or production sharing agreement area on the same basis as set forth in this Section 3.2 from time to time, and the Overriding Royalty Interest shall be bound by any such action. No single exercise of Grantor’s rights under this Section 3.2 shall exhaust such rights, or otherwise limit Grantor’s ability to subsequently exercise such rights.
3.3 Marketing. As between Grantor and Grantee, Grantor shall have exclusive charge and control of the marketing of all Oil, Gas, Gas Liquids and other hydrocarbons allocable to the Overriding Royalty Interest. Grantor shall market the Oil, Gas, Gas Liquids and other hydrocarbons allocable to the Overriding Royalty Interest in the same manner that it markets its Oil, Gas, Gas Liquids and other hydrocarbons and Grantor shall not be entitled to deduct any fee for marketing the Oil, Gas, Gas Liquids and other hydrocarbons.
3.4 Amendment of Leases. Grantor shall have the unrestricted right to renew, extend, modify, amend, or supplement the Subject Leases with respect to any of the lands covered thereby without the consent of Grantee; provided, that the Overriding Royalty Interest shall apply to all renewals, extensions, modifications, amendment, supplements and other similar arrangements (and/or interests therein) of the Subject Leases, whether or not such renewals, extensions modifications, amendment, supplements or arrangements have heretofore been obtained, or are hereafter obtained, by Grantor and no renewal, extension, modification, amendment, or supplementation shall adversely affect any of Grantee’s rights hereunder in any material respect. Grantor shall furnish Grantee with written notice of any renewal, extension, modification, amendment, or supplementation of any Subject Lease within thirty (30) days after Grantor has entered into the same, which notice shall specify the date thereof and the location and the acreage covered thereby.
3.5 Abandonment. Grantor shall have the right without the joinder of Grantee to release, surrender and/or abandon its interest in the Subject Leases, or any part thereof, or interest therein even though the effect of such release, surrender or abandonment will be to release, surrender or abandon the Overriding Royalty Interest the same as though Grantee had joined therein insofar as the Overriding Royalty Interest covers the Subject Leases, or any part thereof or interest therein, so released, surrendered or abandoned by Grantor; provided, however, that, except as may be required by the terms of the Subject Leases or applicable Law, Grantor shall not release, surrender or abandon any Subject Lease unless and until Grantor has determined (as a reasonably prudent operator in the region with respect to its own properties, without regard to the existence of the Overriding Royalty Interest) that such Subject Lease will no longer produce Oil, Gas, Gas Liquids and other hydrocarbons in paying quantities. In the event any of the Subject Leases (or portion thereof, as applicable) should be released, surrendered or abandoned by Grantor pursuant to this Section 3.5, the Overriding Royalty Interest no longer shall apply to such Subject Leases (or such portion thereof, as applicable), but the Overriding Royalty Interest shall remain in full force and effect and undiminished as to all remaining Subject Leases (and the remainder portion of such Subject Leases).
3.6 No Personal Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CONVEYANCE, GRANTEE SHALL NEVER PERSONALLY BE RESPONSIBLE FOR PAYMENT OF ANY PART OF THE COSTS, EXPENSES OR LIABILITIES INCURRED IN CONNECTION WITH THE EXPLORING, DEVELOPING, OPERATING AND MAINTAINING OF THE SUBJECT LEASES.
WARRANTY
4.1 Warranty. Grantor agrees to warrant and forever defend, all and singular, the Overriding Royalty unto Grantee, its successors and assigns, against all persons whomsoever claiming or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise. Grantor also hereby transfers to Grantee by way of substitution and subrogation (to the fullest extent that same may be transferred), all rights or actions over and against all predecessors of title to the extent of the Grantee’s interest hereunder.
MISCELLANEOUS
5.1 Notices. All notices and other communications required or permitted under this Conveyance shall be in writing and, unless otherwise specifically provided, shall be delivered personally, by electronic transmission, by registered or certified mail, postage prepaid, or by delivery service for which a receipt is obtained, at the respective addresses of Grantor and Grantee shown below, and shall be deemed delivered on the date of receipt. Either party may specify its proper address or any other post office address within the continental limits of the United States by giving notice to the other party, in the manner provided in this Section, at least fifteen (15) days prior to the effective date of such change of address. For purposes of notice, the addresses of Grantor and Grantee shall be as follows:
| If to Grantor: | Energy & Exploration Partners, LLC 100 Throckmorton, Suite 1700 Fort Worth, TX 76102 Facsimile: (866) 398-5927 Attn: Hunt Pettit | |
| If to Grantee: | Guggenheim Corporate Funding, LLC 135 East 57th Street, 6th Floor New York, New York 10022 Facsimile: (212) 644-8396 Attn: Kaitlin Trihn | |
| With a copy to: | Guggenheim Corporate Funding, LLC 1301 McKinney, Suite 3105 Houston, Texas 77010 Fax: (713) 300-1339 Attn: Mike Beman | |
5.2 Amendments. This Conveyance may not be supplemented, amended, altered, or modified except pursuant to a written instrument executed by Grantor and Grantee.
5.3 Further Assurances. Grantor and Grantee shall from time to time do and perform such further acts and execute and deliver such further instruments, conveyances, and documents as may be required or reasonably requested by the other party to establish, maintain, or protect the respective rights and remedies of Grantor and Grantee and to carry out and effectuate the intentions and purposes of this Conveyance, provided in each case the same does not conflict with any provision of this Conveyance.
5.4 Waivers. The failure of Grantor or Grantee to insist upon strict performance of any provision hereof shall not constitute a waiver of or estoppel against asserting the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.
5.5 Governing Law. THIS CONVEYANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
5.6 Counterparts.
(a) Multiple counterparts of the Conveyance shall be retained by each of Grantor and Grantee and shall have been recorded in the counties where the Subject Leases are located. The counterparts are identical except that, to facilitate recordation, the counterpart recorded in each county may contain property descriptions relating only to the Subject Leases located in that county.
(b) If any Subject Leases are located in more than one county, the description of such Subject Leases may be included in any one or more counterparts prepared for recordation in separate counties, but the inclusion of the same property description in more than one counterpart of this Conveyance shall not be construed as having effected any cumulative, multiple, or overlapping interest in the Subject Leases in question.
5.7 Binding Effect. ALL THE COVENANTS AND AGREEMENTS OF GRANTOR HEREIN CONTAINED SHALL BE DEEMED TO BE COVENANTS RUNNING WITH GRANTOR’S INTEREST IN THE SUBJECT LEASES AND THE LANDS AFFECTED THEREBY. ALL OF THE PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF GRANTEE AND ITS SUCCESSORS AND ASSIGNS AND SHALL BE BINDING UPON GRANTOR AND ITS SUCCESSORS AND ASSIGNS AND ALL OTHER OWNERS OF THE SUBJECT LEASES OR ANY PART THEREOF OR ANY INTEREST THEREIN.
5.8 Changes in Ownership. No change of ownership of the Overriding Royalty shall be binding upon Grantor unless and until Grantor is furnished with recorded copies of the original documents evidencing such change. Upon receipt by Grantor of copies of the original documents evidencing a sale, conveyance, assignment or conveyance of the Overriding Royalty, Grantor shall deal with the purchaser or assignee in place of Grantee, and references herein to Grantee shall thereafter be deemed to be references to such purchaser or assignee.
5.9 Subject to Equity Letter. This Conveyance is made subject in all respects to that certain Equity Kicker letter agreement dated June 26, 2012 by and between Grantor and Guggenheim Corporate Funding, LLC (the “Equity Letter”), the terms of which are incorporated by reference herein. In the event of a conflict between the Equity Letter and this Conveyance, the terms of the Equity Letter shall control, to the extent of the conflict.
5.10 Joint Operating Agreements; Gas Balancing Agreements.
(a) Grantee acknowledges that Grantor may own undivided interests in certain of the Subject Leases, and may not be the operator of all of the Subject Leases. The acts or omissions of third Persons who are not Affiliates of Grantor shall not constitute a violation of the provisions of Article III hereof, nor shall any action required by a vote of working interest owners constitute such a violation, so long as Grantor uses reasonable efforts to causes such Persons to act in a manner consistent with the provisions of Article III.
(b) Grantor shall have the right and power, to commit its leasehold working interest in the Subject Leases to future joint operating, unit operating agreements, and gas balancing agreements if a reasonable and prudent working interest owner, acting in conformity with sound field practices would make such commitment. The Overriding Royalty Interest shall be bound by, and subject to the terms and provisions of, such agreements. In the event that Grantor becomes an underproduced party under any present or future gas balancing agreement, the Overriding Royalty Interest shall not be payable to Grantee with respect to any gas attributable to the interest of Grantor that is taken by a third Person. In the event that Grantor becomes an overproduced party under any present or future gas balancing agreement, the Overriding Royalty Interest shall not be payable to Grantee with respect to any “make up” gas that is taken by a third
Person. Notwithstanding the foregoing, the Overriding Royalty Interest shall be payable with respect to any “make up” gas taken and sold by Grantor as a result of its underproduction and any cash received by Grantor as a balancing of accounts.
[Signature Pages Follow]
EXECUTED effective for all purposes as of the Effective Date.
| GRANTOR: | ||
| ENERGY & EXPLORATION PARTNERS, LLC, a Delaware limited liability company | ||
| By: | ||
| Hunt Pettit | ||
| President, Secretary and Treasurer | ||
| STATE OF TEXAS | § | |||
| § | ||||
| COUNTY OF TARRANT | § |
This instrument was acknowledged before me on this day of , , by Hunt Pettit, the President, Secretary and Treasurer of Energy & Exploration Partners, LLC, a Delaware limited liability company, on behalf of said limited liability company.
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| [type, stamp or print name] |
| NOTARY PUBLIC IN AND FOR |
| THE STATE OF TEXAS |
| Residing at County, Texas |
| My commission expires , 20 |
[SEAL]
Signature Page 1 to Overriding Royalty Interest Conveyance
| GRANTEE: | ||
| GUGGENHEIM CORPORATE FUNDING, LLC a Delaware limited liability company, | ||
| By: | ||
| Name: | ||
| Title: | ||
| STATE OF NEW YORK | § | |||
| § | ||||
| COUNTY OF NEW YORK | § |
This instrument was acknowledged before me on this day of , , by , the of Guggenheim Corporate Funding, LLC, a Delaware limited liability company, on behalf of said limited liability company.
| NOTARY PUBLIC in and for | ||||||
| the State of New York | ||||||
| My Commission Expires: | ||||||
| (Printed Name of Notary Public) | ||||||
Signature Page 2 to Overriding Royalty Interest Conveyance
APPENDIX
DEFINITIONS
Capitalized terms shall have the meaning given them in the Credit Agreement, unless otherwise defined as follows:
“Affiliate” shall mean with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” (and the correlative terms “controlling,” “controlled by,” and “under common control”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“Credit Agreement” means that certain Credit Agreement dated June 26, 2012, among Grantor, as borrower, Guggenheim Corporate Funding, LLC, as administrative agent (“Administrative Agent”), for the lenders party thereto to from time to time (the “Lenders”), and the Lenders, as the same may be modified, amended or supplemented from time to time.
“Gas” shall mean natural gas including casinghead gas and other gaseous hydrocarbons or minerals, including helium, but excluding any Gas Liquids.
“Gas Liquids” shall mean those natural gas liquids and other liquid hydrocarbons, including ethane, propane, butane and natural gasoline, and mixtures thereof, that are removed from a gas stream by the liquids extraction process of any field facility or gas processing plant and delivered by the facility or plant as natural gas liquids.
“Oil” shall mean crude Oil, condensate and other liquid hydrocarbons recovered by field equipment or facilities, excluding Gas Liquids.
“Person” shall mean any individual, partnership, limited liability company, corporation, trust, unincorporated association, governmental agency, subdivision, or instrumentality, or other entity or association.
Appendix - 1
Exhibit A
Subject Leases
See attached.
Exhibit A
