Purchase Agreement, dated April 30, 2021, by and between SEP Holdings IV, LLC and Westhoff Palmetto LP
Exhibit 10.6
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this “Agreement”), dated April 30, 2021 (the “Closing Date”), is by and between SEP HOLDINGS IV, LLC, a Delaware limited liability company (“Assignor”) and WESTHOFF PALMETTO LP, a Delaware limited partnership (“Assignee”), and solely for purposes of Section 20, EVOLVE TRANSITION INFRASTRUCTURE LP, a Delaware limited partnership (“Assignor Parent”). Assignor and Assignee are collectively referred to herein as the “Parties” and each, individually, as a “Party.”
Recitals:
A.Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, the Conveyed Interests as defined and described in the Assignment, Bill of Sale, and Conveyance attached hereto as Appendix I (the “Assignment”), effective as of 7:00 a.m. Central Time on March 1, 2021 (the “Effective Time”).
B.Assignor and Assignee now desire to memorialize their agreements regarding the purchase of the Conveyed Interests.
C.Capitalized terms used in this Agreement but not defined in Section 27 below or otherwise herein shall have the meanings given to such terms in the Assignment.
Agreements:
NOW, THEREFORE, in consideration of the mutual agreements herein and other good and valuable consideration, the Parties agree as follows:
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[Signature page follows.]
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IN WITNESS WHEREOF, each Party and Assignor Parent has executed and delivered this Agreement as of the Closing Date.
Assignor:
SEP HOLDINGS IV, LLC
By: | Evolve Transition Infrastructure LP, |
By: | Evolve Transition Infrastructure GP, LLC, |
By:/s/ Charles C. Ward
Name: Charles C. Ward
Title: Chief Financial Officer and Secretary
Solely with respect to Assignor Parent’s obligations pursuant to Section 20 herein:
Assignor Parent:
EVOLVE TRANSITION INFRASTRUCTURE LP
By: | Evolve Transition Infrastructure GP, LLC, |
By:/s/ Charles C. Ward
Name: Charles C. Ward
Title: Chief Financial Officer and Secretary
Address for purposes of notice:
1360 Post Oak Boulevard, Suite 2400
Houston, Texas 77056
Attention: Chief Financial Officer
Email: ***@***
with a copy (which shall not constitute notice) to:
Hunton Andrews Kurth LLP
600 Travis St. Suite 4200
Houston, TX 77002
Attention: Phil Haines
Email: ***@***
Signature Page to Purchase Agreement
Assignee:
WESTHOFF PALMETTO LP
By: | Westhoff Palmetto GP LLC, |
By:/s/ Paul F. Barnhart, III
Paul F. Barnhart, III
as sole member
Address for purposes of notice:
2121 Sage Road, Suite 333,
Houston, Texas 77056
Attention: Paul F. Barnhart, III
Email: ***@***
With a copy (which shall not constitute notice) to:
Porter Hedges LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Attention: Jeremy Mouton
Email: ***@***
Signature Page to Purchase Agreement
APPENDIX I
Attached to and made a part of that certain Purchase Agreement, dated April 30, 2021, by and between SEP Holdings IV, LLC, as Assignor, and Westhoff Palmetto LP, as Assignee
ASSIGNMENT, BILL OF SALE, AND CONVEYANCE
(Attached.)
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
STATE OF TEXAS§
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COUNTIES OF GONZALES AND DEWITT§
THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this “Assignment”), dated as of April 30, 2021 (the “Closing Date”), but effective as of 7:00 a.m. Central Time on March 1, 2021 (the “Effective Time”), is from SEP HOLDINGS IV, LLC, a Delaware limited liability company, whose mailing address is 1360 Post Oak Boulevard, Suite 2400, Houston, Texas 77056 (“Assignor”) to WESTHOFF PALMETTO LP, a Delaware limited partnership, whose mailing address is 2121 Sage Road, Suite 333, Houston, Texas 77056 (“Assignee”, together with Assignor, the “Parties” and each individually, a “Party”). Capitalized terms used but not defined herein shall have the respective meanings set forth in that certain Purchase Agreement, dated as of the Closing Date, by and between Assignor and Assignee (as may be amended from time to time, the “Purchase Agreement”).
Section 1.Assignment. For Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Assignor, does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER to Assignee all of Assignor’s right, title and interest in and to the interests and properties described below, less and except the Excluded Assets (such right, title and interest, less and except the Excluded Assets, collectively, the “Conveyed Interests”):
(a)the oil, gas and mineral wells, whether producing, plugged, shut-in or temporarily abandoned, set forth on Exhibit A attached hereto (collectively, the “Wells”), together with (i) all oil, gas, casinghead gas, condensate, natural gas liquids, and other gaseous and liquid hydrocarbons or any combination thereof and other minerals extracted from or produced with the foregoing (collectively, “Hydrocarbons”) produced therefrom or allocated thereto, INSOFAR AND ONLY INSOFAR as such Hydrocarbons are produced from and after the Effective Time and (ii) all proceeds, rights, and claims related to such Hydrocarbons;
(b)the oil, gas and mineral leases covering rights in the Wells together with (i) all other right, title, and interest of Assignor in and to the lands covered or burdened thereby or pooled or unitized therewith and (ii) all tenements, hereditaments and appurtenances belonging to such leases, including those leases described on Exhibit B attached hereto (collectively, the “Leases”, together with the Wells and the Hydrocarbons, the “Oil and Gas Properties”);
(c)to the extent assignable, all contracts (excluding any Leases) to which Assignor is a party, or may otherwise be deemed to have obligations with respect thereto, to the extent relating to the Oil and Gas Properties, insofar and only insofar as such contracts relate to Assignor’s interests in the Wells, but exclusive of any Excluded Information and contracts to the extent relating to the Excluded Assets (collectively, the “Applicable Contracts”), and all rights thereunder, including those set forth on Exhibit C;
(d)to the extent assignable, all easements, rights-of-way, licenses, servitudes, surface leases, surface use agreements, permits, and similar instruments and authorizations used or held
for use, or otherwise granted or issued, in connection with the ownership or operation of the Oil and Gas Properties;
(e)all Fixtures, Equipment, and Inventory that are appurtenant to or otherwise used or held for use in connection with the ownership or operation of the Oil and Gas Properties or the production, treating, storing, or transportation of Hydrocarbons produced therefrom;
(f)all rights, claims, judgments, awards, recoveries, settlements, indemnities, rights to insurance proceeds, refunds, obligations, and liabilities in favor of or owed to Assignor or its Affiliates to the extent relating to ownership or operation of the Conveyed Interests from and after the Effective Time or to any of the Assumed Obligations; and
(g)all files, records and data (including electronic data) or copies thereof in the possession or control of Assignor to the extent specifically related to the Conveyed Interests (collectively, the “Records”), including: (i) lease files, deed files, land files, wells files, division order files, abstracts, title files, production records, Applicable Contract files, non-interpretive maps, and accounting and tax records; (ii) approved authorizations for expenditures, engineering records (to the extent not containing restricted 3rd party interpretive data), reservoir information, daily drilling and completion plans and reports, and wellbore diagrams; and (iii) environmental files and records; but excluding those subject to a written unaffiliated third party contractual restriction on disclosure or transfer for which no consent to disclose or transfer has been received, or the extent such disclosure or transfer is subject to payment of a fee or other consideration, for which Assignee has not agreed in writing to pay the fee or other consideration, as applicable, provided, however, Assignor may retain a duplicate copy of such Records.
It is the intent of Assignor to convey and this Assignment hereby conveys to Assignee, from and after the Effective Time, the Conveyed Interests, regardless of errors in description, any incorrect or misspelled names, or any mistranscribed or incorrect recording references.
TO HAVE AND TO HOLD the Conveyed Interests to Assignee and its successors and assigns, forever, subject, however, to the covenants, terms and conditions set forth herein and in the Purchase Agreement, and subject to the Permitted Encumbrances.
Section 2.Excluded Assets. Notwithstanding the foregoing, the Conveyed Interests shall not include, and there is EXCEPTED AND EXCLUDED from this Assignment to Assignee, in all such instances, any right, title or interest in or to the following (the “Excluded Assets”), all of which shall be RESERVED AND RETAINED by Assignor: (a) all of Assignor’s corporate minute books, tax and financial records and other business records that relate to Assignor’s business generally; (b) all trade credits, all accounts, all receivables of Assignor and all other proceeds, income or revenues of Assignor attributable to the Conveyed Interests and attributable to any period of time prior to the Effective Time; (c) to the extent that they do not relate to the Assumed Obligations for which Assignee is providing indemnification under the Purchase Agreement, all claims and causes of action of Assignor against Third Parties arising under or with respect to any contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds); (d) to the extent that they do not relate to the Assumed Obligations for which Assignee is providing indemnification under the Purchase Agreement, all rights and interests of Assignor (i) under any policy or agreement of insurance or
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indemnity, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events or damage to or destruction of property; (e) Assignor’s rights with respect to all Hydrocarbons produced and sold from the Conveyed Interests with respect to all periods prior to the Effective Time; (f) all claims of Assignor for refunds (whether by way of refund, credit, offset, or otherwise) of, rights to receive funds from any Governmental Authority, or loss carry forwards or credits with respect to (i) asset taxes attributable to any period (or portion thereof) prior to the Effective Time, (ii) income taxes, or (iii) any taxes attributable to the Excluded Assets; (g) any futures trade, put option, synthetic put option, call option, or other arrangement relating to commodities entered into on any commodities exchange to hedge exposure to or to speculate on commodity prices, and any swap, collar, floor or other derivative transaction or hedging arrangement of any type or nature whatsoever in the over-the-counter derivatives market; (h) notwithstanding the definition of “Records,” any Excluded Information; (i) all trademarks and trade names containing “Sanchez”, “Evolve”, “SEP” or “SNMP” or any variations thereof; (j) all instruments evidencing obligations created, issued, or incurred for borrowed money (including deferred payment of purchase price or carry obligation), including mortgages, deeds of trust, notes, bonds, and debentures, and all guarantees of the foregoing; (k) all information technology assets, including desktop computers, laptop computers, servers, networking equipment and any associated peripherals and other computer hardware, all radio and telephone equipment, smartphones, tablets and other mobility devices (excluding well communication devices), any other information technology system, and any computer equipment that is used by Assignor for projects unrelated to the Conveyed Interests; (l) all supervisory control and data acquisition industrial control system and measurement technology of Assignor or its affiliates; and (m) all amounts paid or payable by any Third Party to Assignor or its affiliate for periods of time accruing prior to Closing Date under any operating agreements or other contract burdening the Conveyed Interests.
Section 3.Special Warranty of Title; Subrogation. Assignor does hereby bind itself and its successors and assigns to warrant and forever defend all and singular Defensible Title to the Conveyed Interests unto Assignee and its successors and assigns against every Person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Assignor, but not otherwise, subject, however, to the Permitted Encumbrances (the “Special Warranty”). The Special Warranty shall survive until the first (1st) anniversary of the Closing Date (including as to all claims made thereunder prior to such anniversary). Assignee’s sole remedy for breaches of such Special Warranty shall be in accordance with and subject to Section 9 of the Purchase Agreement and are subject to the limitations set forth in the Purchase Agreement. Assignor hereby assigns to Assignee, and Assignee is subrogated to, all rights, claims and causes of action under title warranties given or made by Assignor’s predecessors in interest with respect to the Conveyed Interests, and Assignee is specifically subrogated to all rights which Assignor may have against such predecessors in interest with respect to the Conveyed Interests, to the extent Assignor may legally transfer such rights and grant such subrogation.
Section 4.Disclaimers.
(a)EXCEPT AS SET FORTH IN SECTION 5 OF THE PURCHASE AGREEMENT AND THE SPECIAL WARRANTY IN THIS ASSIGNMENT, (I) ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, REGARDING THE CONVEYED INTERESTS AND (II) ASSIGNEE HAS NOT RELIED
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UPON, AND ASSIGNOR EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION REGARDING THE CONVEYED INTERESTS MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE OR ANY OTHER MEMBER OF THE ASSIGNEE INDEMNIFIED PARTIES (INCLUDING WITHOUT LIMITATION ANY OPINION, INFORMATION, DOCUMENTS. MATERIALS PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED BY ANY FINANCIAL ADVISOR FOR ASSIGNOR OR ANY OTHER MEMBER OF THE ASSIGNOR INDEMNIFIED PARTIES, CONTAINED IN OR PROVIDED IN VIRTUAL “DATA ROOMS”, MANAGEMENT PRESENTATIONS OR SUPPLEMENTAL DUE DILIGENCE INFORMATION PROVIDED BY ASSIGNOR OR DISCUSSIONS OR ACCESS TO MANAGEMENT OF ASSIGNOR, OR ANY OTHER FORM, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT).
(b)EXCEPT AS SET FORTH IN SECTION 5 OF THE PURCHASE AGREEMENT AND THE SPECIAL WARRANTY IN THIS ASSIGNMENT, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSIGNOR DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (I) TITLE TO ANY OF THE CONVEYED INTERESTS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE CONVEYED INTERESTS, (III) THE CONTENTS, CHARACTER, OR NATURE, ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY RECORDS, INFORMATION, DATA, OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE OR HEREAFTER FURNISHED TO ASSIGNEE BY OR ON BEHALF OF ASSIGNOR; (IV) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE CONVEYED INTERESTS, (V) ANY ESTIMATES OF THE VALUE OF THE CONVEYED INTERESTS OR FUTURE REVENUES TO BE GENERATED BY THE CONVEYED INTERESTS, (VI) THE PRODUCTION OF OR ABILITY TO PRODUCE HYDROCARBONS FROM THE CONVEYED INTERESTS, (VII) ANY ESTIMATES OF OPERATING COSTS AND CAPITAL REQUIREMENTS FOR ANY WELL, LEASE, OPERATION, OR PROJECT, (VIII) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE CONVEYED INTERESTS, (IX) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, (X) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO ASSIGNEE OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EQUITY OWNERS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND (XI) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. EXCEPT AS AND TO THE LIMITED EXTENT REPRESENTED OTHERWISE AS SET FORTH IN SECTION 5 OF THE PURCHASE AGREEMENT AND THE SPECIAL WARRANTY IN THIS ASSIGNMENT, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSIGNOR FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF
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MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OF THE CONVEYED INTERESTS, RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT ASSIGNEE SHALL BE DEEMED TO BE OBTAINING THE CONVEYED INTERESTS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE), AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE.
(c)EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED OTHERWISE IN SECTION 5(E) OF THE PURCHASE AGREEMENT, (I) ASSIGNOR HAS NOT AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE CONVEYED INTERESTS, (II) NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND (III) ASSIGNEE SHALL BE DEEMED TO BE TAKING THE CONVEYED INTERESTS “AS IS” AND “WHERE IS” WITH ALL FAULTS FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH ENVIRONMENTAL INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE.
(d)THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 4 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSE OF ANY APPLICABLE LAW.
Section 5.Certain Definitions. For purposes of this Assignment, the following capitalized terms shall have the meaning set forth below:
“Burden” means any and all royalties (including lessor’s royalty), overriding royalties, production payments, carried interests, net profits interests, reversionary interests and other burdens upon, measured by or payable out of production (excluding, for the avoidance of doubt, any taxes).
“Contractual Depth” means the Eagle Ford Shale Formation; provided that if a Well is producing from a greater depth than the Eagle Ford Shale Formation as of the Effective Time, the Contractual Depth for that specific Well shall also include all such greater depths at which there are open perforations for such applicable Well.
“Defensible Title” means, with respect to a Conveyed Interest, title of Assignor therein and thereto that, other than Permitted Encumbrances, (a) as to each Well, limited to the Contractual Depth for such Well, (i) entitles Assignor to receive not less than the Net Revenue Interest as set
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forth in Appendix II to the Purchase Agreement for such Well, except for any decreases required to allow other Working Interest owners to make up wellhead imbalances or pipelines to make up pipeline imbalances, as applicable, and (ii) obligates Assignor to bear not more than the Working Interest as set forth in Appendix II to the Purchase Agreement for such Well, except for any such increases that are accompanied by a proportionate increase in Assignor’s Net Revenue Interest, and (b) as to each Conveyed Interest, is free and clear of any and all Encumbrances created by, through, or under Assignor and/or its Affiliates.
“Eagle Ford Shale Formation” means the stratigraphic equivalent of the formation which is the entire correlative interval from 10,294 feet to 10,590 feet as shown on the log of the EOG Resources, Inc. – Milton Unit, Well No. 1 (API No. 42-255-31608), Section 64, John Randon Survey, A-247, Karnes County, Texas.
“Encumbrance” means any lien, mortgage, security interest, pledge, charge or similar encumbrance.
“Excluded Information” means (a) all legal records and files of Assignor constituting work product of, and attorney-client communications with, legal counsel (but excluding title opinions); (b) any records or information relating to the offer, negotiation or sale of the Conveyed Interests, including bids received from and records of negotiations with third parties; and (c) any records, information, data, software and licenses relating to the Excluded Assets.
“Fixtures, Equipment, and Inventory” means all (i) fixtures, equipment, physical facilities, surface and subsurface machinery, and other personal property, including all tanks, boilers, buildings, improvements, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, treating and processing facilities, Christmas trees, derricks, platforms, separators, compressors, gun barrels, SCADA and other radio equipment and licenses associated therewith, and similar items (including all facilities, pipelines, fixtures, equipment, and other personal property governed by, or owned, developed, or operated pursuant to, that certain Barnhart Facility Agreement dated May 8, 2013, by and between Marathon Oil EF LLC and SEP Holdings III, LLC, as amended), and (ii) rolling stock, pipes, casing, tubing, tubulars, fittings, and other spare parts, supplies, tools, and materials held as operating inventory.
“Net Revenue Interest” means the interest (expressed as a percentage or decimal fraction), in and to all Hydrocarbons produced and saved or sold from or allocated to the relevant Well, subject to any reservations, limitations, or depth restrictions described herein after giving effect to all Burdens.
“Permitted Encumbrances” means: (i) the terms and conditions of all Leases; (ii) liens for taxes not yet due or delinquent, (iii) all rights to consent by, required notices to, filings with, or other actions by Governmental Authorities in connection with the sale or conveyance of properties such as the Conveyed Interests that are customarily obtained after the assignment of properties similar to the Conveyed Interests; (iv) conventional rights of reassignment; (v) all applicable Laws and all rights reserved to or vested in any Governmental Authority: (i) to control or regulate any Well or Lease, in any manner; (ii) by the terms of any right, power, franchise, grant, license or permit, or by any provision of applicable Law, to terminate such right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate
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a purchaser of any of the Wells or Leases; (iii) to use such property in a manner which does not materially impair the use of such property for the purposes for which it is currently owned and operated; or (iv) to enforce any obligations or duties affecting the Wells or Leases, to any Governmental Authority with respect to any right, power, franchise, grant, license or permit; (vi) rights of a common owner of any interest in rights-of-way, permits or easements held by Assignor and such common owner as tenants in common or through common ownership, to the extent the foregoing neither individually nor in the aggregate causing any Impermissible Effects; (vii) easements, conditions, covenants, restrictions, servitudes, permits, rights-of-way, surface leases, and other rights in the Wells or Leases, for the purpose of operations, facilities, roads, alleys, highways, railways, pipelines, transmission lines, transportation lines, distribution lines, power lines, telephone lines, removal of timber, grazing, logging operations, canals, ditches, reservoirs and other like purposes, or for the joint or common use of real estate, rights-of-way, facilities and equipment, to the extent the foregoing neither individually nor in the aggregate causing any Impermissible Effects; (viii) vendors, carriers, warehousemen’s, repairmen’s, mechanics’, workmen’s, materialmen’s, employee’s, construction or other like liens arising by operation of Law in the ordinary course of business or incident to the construction or improvement of any Well in respect of obligations which are not yet due or delinquent; (ix) liens created under operating agreements, by operation of Tex. Prop. Code § 56.002, or by operation of any other Law in respect of obligations that are not yet due or delinquent; (x) the terms and conditions of any Applicable Contracts to the extent the foregoing neither individually nor in the aggregate cause any Impermissible Effects (excluding, for clarity, application of customary non-consent provisions in operating agreements); (xi) any mortgage lien on a Third Party’s fee estate or mineral fee estate from which title to the relevant Lease is derived which (i) predates the creation of the Lease and which is not currently subject to foreclosure or other enforcement proceedings by the holder of the mortgage lien or (ii) has been subordinated to the applicable Lease; and (xii) all other Encumbrances, instruments, obligations, defects and irregularities affecting the Wells that neither individually nor in the aggregate (i) materially detract from the value of or materially interfere with the use or ownership of the Wells, subject thereto or affected thereby (as currently used or owned), (ii) operate to reduce the Net Revenue Interest of Assignor with respect to any Well to an amount less than the Net Revenue Interest set forth in Appendix II to the Purchase Agreement for such Well with respect to the Contractual Depth for such Well, and/or (iii) obligate Assignor to bear a Working Interest with respect to any Well with respect to the Contractual Depth for such Well in any amount greater than the Working Interest set forth in Appendix II to the Purchase Agreement for such Well (unless the Net Revenue Interest for such Well with respect to the Contractual Depth for such Well is greater than the Net Revenue Interest set forth in Appendix II to the Purchase Agreement in the same or greater proportion as any increase in such Working Interest) (each of clause (I), (II), and (iii) in this subpart (xii) an “Impermissible Effect”).
“Working Interest” means the percentage of costs and expenses associated with the exploration, drilling, development, operation and abandonment of any Wells required to be borne with respect thereto, without giving effect to any Burdens.
Section 6.Assumed Obligations. Subject to the terms of the Purchase Agreement, Assignee assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all of the Assumed Obligations.
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Section 7.Further Assurances. The Parties shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as a Party may reasonably request, to convey and deliver the Conveyed Interests to Assignee, to perfect Assignee’s title thereto, and to accomplish the orderly transfer of the Conveyed Interests to Assignee in the manner contemplated by this Assignment and the Purchase Agreement.
Section 8.Purchase Agreement. This Assignment is subject to and delivered under the terms and conditions of the Purchase Agreement. If any provision of this Assignment is construed to conflict with any provision of the Purchase Agreement, the provisions of the Purchase Agreement shall be deemed controlling to the extent of that conflict; provided, however, that third parties may conclusively rely on this Assignment to vest title to the Conveyed Interests in Assignee.
Section 9.Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Section 10.Governing Law; Jurisdiction; Venue; Jury Waiver. THIS ASSIGNMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RIGHTS, DUTIES AND THE LEGAL RELATIONS AMONG THE PARTIES HERETO AND THERETO SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. BOTH PARTIES HERETO CONSENT TO THE EXERCISE OF JURISDICTION IN PERSONAM BY THE FEDERAL COURTS OF THE UNITED STATES LOCATED IN HARRIS COUNTY, TEXAS OR THE STATE COURTS LOCATED IN HARRIS COUNTY, TEXAS FOR ANY ACTION ARISING OUT OF THIS ASSIGNMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS ASSIGNMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE EXCLUSIVELY LITIGATED IN SUCH COURTS DESCRIBED ABOVE HAVING SITES IN HOUSTON, TEXAS AND EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS SOLELY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS ASSIGNMENT. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS ASSIGNMENT.
Section 11.Severability. If any term or other provision of this Assignment is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Assignment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to either Party. Upon any such determination, the Parties shall negotiate in good faith to modify this Assignment so as to effect the original intent of the Parties as closely as possible in an
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acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
Section 12.Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by electronic transmission shall be deemed an original signature hereto.
Section 13.Interpretation. References in this Assignment to sections and exhibits are to the sections of and exhibits to this Assignment unless otherwise specified. The words “hereby”, “hereof”, “herein”, “hereunder”, and similar words refer to all of this Assignment, including the exhibits, and not to any particular Section or other subdivision of this Assignment. The words “include”, “includes”, and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import. The word “or” is not necessarily exclusive.
[Signature and acknowledgement pages follow.]
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EXECUTED by each Party on the Closing Date, but effective for all purposes as of the Effective Time.
ASSIGNOR:
SEP HOLDINGS IV, LLC
By: | Evolve Transition Infrastructure LP, |
By: | Evolve Transition Infrastructure GP, LLC |
By:/s/ Charles C. Ward
Name: Charles C. Ward
Title: Chief Financial Officer
STATE OF TEXAS§
§
COUNTY OF HARRIS§
Subscribed, sworn to and acknowledged before me on this 30th day of April, 2021 by Charles C. Ward, to me personally known, who, being by me duly sworn, did say that he is the Chief Financial Officer and Secretary of EVOLVE TRANSITION INFRASTRUCTURE GP, LLC, a Delaware limited liability company and the general partner of EVOLVE TRANSITION INFRASTRUCTURE LP, a Delaware limited partnership and the sole member SEP HOLDING IV, LLC, a Delaware limited liability company, and that said instrument was signed on behalf of said limited liability company.
Notary Public: /s/ Jeana L. Gonzales
Printed Name: Jeana L. Gonzales
My Commission Number: 5/17/2022
Commission Number: 746335-4
Signature and Acknowledgement Page to
Assignment, Bill of Sale and Conveyance
ASSIGNEE:
WESTHOFF PALMETTO LP
By: | Westhoff Palmetto GP LLC, |
By:/s/ Paul F. Barnhart, III
Paul F. Barnhart, III
as sole member
STATE OF TEXAS§
§
COUNTY OF HARRIS§
Subscribed, sworn to and acknowledged before me on this ___ day of April, 2021 by Paul F. Barnhart, III, to me personally known, who, being by me duly sworn, did say that he is the sole member of WESTHOFF PALMETTO GP LLC, a Delaware limited liability company and the general partner of WESTHOFF PALMETTO LP, a Delaware limited partnership, and that said instrument was signed on behalf of said limited partnership.
/s/ Kathy Jean Fogle
Notary Public
Printed Name: Kathy Jean Fogle
My Commission Expires: 8/14/2024
Commission Number: 665239
Signature and Acknowledgement Page to
Assignment, Bill of Sale and Conveyance
EXHIBIT A
Attached to and made a part of that certain assignment, Bill of Sale and Conveyance, Dated effective March 1, 2021, by and between SEP Holdings IV, LLC, as Assignor and Westhoff Palmetto LP, as Assignee
Wells
API Number | Operator Name | Lease Name | Well # | County | State |
---|---|---|---|---|---|
42-177-32097-0000 | MARATHON OIL EF LLC | BARNHART (EF) | 1H | Gonzales | Texas |
42-177-32100-0201 | MARATHON OIL EF LLC | BARNHART (EF) | 2H | Gonzales | Texas |
42-177-32098-0000 | MARATHON OIL EF LLC | BARNHART (EF) | 3H | Gonzales | Texas |
42-177-32148-0100 | MARATHON OIL EF LLC | BARNHART (EF) | 4H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 5H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 6H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 7H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 9H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 10H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 11H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 12H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 13H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 14H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 15H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 18H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 19H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 20H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 21H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 23H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 24H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 25H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 30H | Gonzales | Texas |
42-177-33040-0000 | MARATHON OIL EF LLC | BARNHART (EF) | 37H | Gonzales | Texas |
Exhibit A – Page 1 of 3
API Number | Operator Name | Lease Name | Well # | County | State |
---|---|---|---|---|---|
42-177-33041-0000 | MARATHON OIL EF LLC | BARNHART (EF) | 38H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 44H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 50H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 59H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 60H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 61H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 501H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) | 502H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) A | 1H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) A | 2H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) B | 1H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) C | 1H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) C | 2H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) C | 3H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) C | 4H | Gonzales | Texas |
42-177-33156-0000 | MARATHON OIL EF LLC | BARNHART (EF) D | 1H | Gonzales | Texas |
42-177-33161-0000 | MARATHON OIL EF LLC | BARNHART (EF) D | 2H | Gonzales | Texas |
42-177-33088-0000 | MARATHON OIL EF LLC | BARNHART (EF) D | 3H | Gonzales | Texas |
42-177-33160-0000 | MARATHON OIL EF LLC | BARNHART (EF) D | 4H | Gonzales | Texas |
42-177-33162-0000 | MARATHON OIL EF LLC | BARNHART (EF) D | 5H | Gonzales | Texas |
42-177-33089-0000 | MARATHON OIL EF LLC | BARNHART (EF) D | 6H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) D | 7H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) D | 8H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) E | 3H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) E | 4H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) E | 5H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) E | 6H | Gonzales | Texas |
Exhibit A – Page 2 of 3
API Number | Operator Name | Lease Name | Well # | County | State |
---|---|---|---|---|---|
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) E | 7H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) E | 8H | Gonzales | Texas |
42-177-33178-0100 | MARATHON OIL EF LLC | BARNHART (EF) G | 5H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) H | 1H | Gonzales | Texas |
42-177-33147-0000 | MARATHON OIL EF LLC | BARNHART (EF) J | 1H | Gonzales | Texas |
42-177-33148-0000 | MARATHON OIL EF LLC | BARNHART (EF) J | 2H | Gonzales | Texas |
42-177-33149-0000 | MARATHON OIL EF LLC | BARNHART (EF) J | 3H | Gonzales | Texas |
42-177-33199-0100 | MARATHON OIL EF LLC | BARNHART (EF) J | 4H | Gonzales | Texas |
42-177-33085-0000 | MARATHON OIL EF LLC | BARNHART (EF) K | 1H | Gonzales | Texas |
42-177-33086-0000 | MARATHON OIL EF LLC | BARNHART (EF) K | 2H | Gonzales | Texas |
42-177-33087-0000 | MARATHON OIL EF LLC | BARNHART (EF) K | 3H | Gonzales | Texas |
42-177-33082-0000 | MARATHON OIL EF LLC | BARNHART (EF) K | 5H | Gonzales | Texas |
42-177-33083-0000 | MARATHON OIL EF LLC | BARNHART (EF) K | 6H | Gonzales | Texas |
42-177-33084-0000 | MARATHON OIL EF LLC | BARNHART (EF) K | 7H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) K | 8H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) K | 9H | Gonzales | Texas |
42 ###-###-#### | MARATHON OIL EF LLC | BARNHART (EF) K | 10H | Gonzales | Texas |
42-177-33164-0100 | MARATHON OIL EF LLC | BARNHART (EF) L | 1H | Gonzales | Texas |
42 ###-###-#### | LONESTAR OPERATING LLC | WARD E | 1H | Gonzales | Texas |
42 ###-###-#### | LONESTAR OPERATING LLC | WARD E | 2H | Gonzales | Texas |
End of Exhibit A
Exhibit A – Page 3 of 3
Exhibit B
Attached to and made a part of that certain Assignment, Bill of Sale and Conveyance, dated effective March 1, 2021, by and between SEP Holdings IV, LLC, as Assignor, and Westhoff Palmetto LP, as Assignee
Leases
Lessor | Lessee | Lease Date | Book | Page | File No | County | State | |
---|---|---|---|---|---|---|---|---|
PILGRIM LAKE, LTD. | SEP HOLDINGS II LLC | 08/25/2008 | 269 | 759 | 61055 | DeWitt | Texas | |
PILGRIM LAKE, LTD. | SEP HOLDINGS II LLC | 08/25/2008 | 989 | 143 | 237576 | Gonzales | Texas | |
BUNCH, CANDACE SCOTT | MARATHON OIL EF LLC | 04/04/2013 | 1123 | 434 | 265852 | Gonzales | Texas | |
THOMPSON, BRENDA STRAIT, ET AL | MARATHON OIL EF LLC | 02/07/2013 | 1118 | 755 | 265054 | Gonzales | Texas | |
JACKSON, CHARLES LEE, LIFE ESTATE | MARATHON OIL EF LLC | 02/10/2013 | 1118 | 750 | 265053 | Gonzales | Texas | |
BROWN, EMMET, ET AL, BY & THROUGH RECEIVERSHIP | MARATHON OIL EF LLC | 08/07/2013 | 1140 | 370 | 269112 | Gonzales | Texas | |
BARNHART SALT CREEK, LTD. | SEP HOLDINGS II LLC | 08/25/2008 | 989 | 138 | 237575 | Gonzales | Texas | |
BARNHART GRANDCHILDREN'S DEC. 1992 TRUST | SEP HOLDINGS II LLC | 08/25/2008 | 989 | 134 | 237574 | Gonzales | Texas | |
SANDIES CREEK, LTD. | SEP HOLDINGS II LLC | 08/25/2008 | 989 | 129 | 237573 | Gonzales | Texas | |
WARD, ESMA JEAN, INDV. & TTEE | HILCORP ENERGY I L.P | 03/05/2010 | 1020 | 205 | 244216 | Gonzales | Texas | |
LORD, ROBERT J., ET UX | AUGUSTUS MAY ENERGY INC. | 12/23/2008 | 1000 | 440 | 239998 | Gonzales | Texas | |
DENNIS H. & OPAL LEE GILL TRUST | MODERN EXPLORATION INC. | 09/12/2008 | 992 | 237 | 238181 | Gonzales | Texas | |
MILLER, WILLIAM H., ET UX | MODERN EXPLORATION INC. | 09/12/2008 | 991 | 339 | 237984 | Gonzales | Texas | |
MCCASKILL, DONNA JAN | THOMAS SCHLEIER | 09/20/2010 | 1044 | 283 | 249250 | Gonzales | Texas | |
HANDLER, SYLVIA ANN RASCHKE | THOMAS SCHLEIER | 09/20/2010 | 1044 | 286 | 249251 | Gonzales | Texas |
Exhibit B – Page 1 of 2
Lessor | Lessee | Lease Date | Book | Page | File No | County | State | |
---|---|---|---|---|---|---|---|---|
SIMPSON, LYNNE MARIE RASCHKE | THOMAS SCHLEIER | 09/20/2010 | 1044 | 280 | 249249 | Gonzales | Texas | |
ROGER D. KRAUSE FAMILY PARTNER | MARATHON OIL EF LLC | 05/21/2012 | 1098 | 93 | 0260455 | Gonzales | Texas | |
ESTATE OF WILLIAM A KRAUSE, DE | MARATHON OIL EF LLC | 06/19/2012 | 1098 | 98 | 0260456 | Gonzales | Texas | |
WEINBERG, CAROLYN JUDITH ALPERT | MARATHON OIL EF LLC | 05/24/2012 | 1100 | 60 | 0261150 | Gonzales | Texas | |
BRY, MARVIN | MARATHON OIL EF LLC | 05/16/2012 | 1098 | 103 | 0260457 | Gonzales | Texas | |
RUTSTEIN, JUDY BRY | MARATHON OIL EF LLC | 05/16/2012 | 1098 | 108 | 0260458 | Gonzales | Texas | |
MILLS, JAMES ROYCE, ET UX | HILCORP ENERGY I, L.P. | 04/22/2010 | 1022 | 189 | 244683 | Gonzales | Texas | |
NIXON-SMILEY CONSOLIDATED ISD | MARATHON OIL EF LLC | 12/12/2012 | 1115 | 34 | 264334 | Gonzales | Texas | |
KOENNING, ROY ALLEN | EOG RESOURCES, INC. | 02/10/2009 | 999 | 837 | 239874 | Gonzales | Texas | |
KOENNING, ROY ALLEN | EOG RESOURCES, INC. | 02/10/2009 | 434 | 1-3 | 89879 | DeWitt | Texas | |
JAMES L. COCKRUM, IND & AS EXE | AUGUSTUS MAY ENERGY, INC. | 12/23/2008 | 1003 | 176 | 240544 | Gonzales | Texas | |
LORD, CARL THOMAS | AUGUSTUS MAY ENERGY, INC. | 12/23/2008 | 1002 | 450 | 240544 | Gonzales | Texas | |
LORD, GEORGE EUGENE | AUGUSTUS MAY ENERGY, INC. | 12/23/2008 | 1002 | 448 | 240408 | Gonzales | Texas | |
SAGER, JOHN CLAY, ET UX | AUGUSTUS MAY ENERGY, INC. | 12/23/2008 | 1002 | 439 | 240406 | Gonzales | Texas | |
LORD, ROBERT J., ET UX | AUGUSTUS MAY ENERGY, INC. | 12/23/2008 | 1002 | 452 | 240410 | Gonzales | Texas | |
LORD, CARL THOMAS, ET AL | AUGUSTUS MAY ENERGY, INC. | 12/23/2008 | 1002 | 441 | 240407 | Gonzales | Texas | |
HEATHER, SARAH L. | AUGUSTUS MAY ENERGY, INC. | 12/23/2008 | 1003 | 174 | 240543 | Gonzales | Texas |
End of Exhibit B
Exhibit B – Page 2 of 2
EXHIBIT C
Attached to and made a part of that certain Assignment, Bill Of Sale And Conveyance, dated Effective March 1, 2021, by and between SEP Holdings IV, LLC, as Assignor, and Westhoff Palmetto LP, as Assignee
APPLICABLE CONTRACTS
Each of the following contracts, agreements, and instruments, including all amendments, supplements, and/ or restatements thereof or thereto, as applicable:
1. | Barnhart Facility Agreement dated May 8, 2013, by and between Marathon Oil EF LLC and SEP Holdings III, LLC. |
2. | Marketing Agreement dated May 8, 2013, by and between Marathon Oil EF LLC and SEP Holdings III, LLC. |
3. | Participation Agreement dated December 28, 2009, by and between SEP Holdings II, LLC as Seller, and Hilcorp Energy I, L.P., as Buyer, as amended. |
4. | Joint Operating Agreement dated December 28, 2009, by and between Hilcorp Energy Company, as Operator, and Hilcorp Energy I, L.P., and SEP Holdings II, LLC, as Non-Operators, as amended. |
5. | Any and all pooling, unitization, and communitization orders, declarations, and agreements in effect with respect to any of the Acquired Leases, including all interests in the units created thereby. |
END OF EXHIBIT C
Exhibit C – Page 1 of 1
APPENDIX II
Attached to and made a part of that certain Purchase Agreement, dated April 30, 2021, by and between Sep Holdings IV, LLC, as Assignor, and Westhoff Palmetto LP, as Assignee
WELLS
All of the following in Gonzalez County, Texas:
# | WELL NAME | WI | NRI |
---|---|---|---|
1. | BARNHART (EF) 10H | 0.47500000 | 0.34200000 |
2. | BARNHART (EF) 11H | 0.47500000 | 0.34200000 |
3. | BARNHART (EF) 12H | 0.47500000 | 0.34200000 |
4. | BARNHART (EF) 13H | 0.47500000 | 0.34200000 |
5. | BARNHART (EF) 14H | 0.47500000 | 0.34200000 |
6. | BARNHART (EF) 15H | 0.47500000 | 0.34200000 |
7. | BARNHART (EF) 18H | 0.47500000 | 0.34200000 |
8. | BARNHART (EF) 19H | 0.47500000 | 0.34200000 |
9. | BARNHART (EF) 1H | 0.47500000 | 0.33010000 |
10. | BARNHART (EF) 20H | 0.47500000 | 0.34200000 |
11. | BARNHART (EF) 21H | 0.47500000 | 0.34200000 |
12. | BARNHART (EF) 23H | 0.47500000 | 0.34200000 |
13. | BARNHART (EF) 24H | 0.47500000 | 0.34200000 |
14. | BARNHART (EF) 25H | 0.47500000 | 0.34200000 |
15. | BARNHART (EF) 2H | 0.47500000 | 0.33010000 |
16. | BARNHART (EF) 30H | 0.47500000 | 0.34200000 |
17. | BARNHART (EF) 37H | 0.47500000 | 0.34200000 |
18. | BARNHART (EF) 38H | 0.47500000 | 0.34200000 |
19. | BARNHART (EF) 3H | 0.47500000 | 0.33010000 |
20. | BARNHART (EF) 44H | 0.47500000 | 0.34200000 |
21. | BARNHART (EF) 4H | 0.47500000 | 0.34200000 |
22. | BARNHART (EF) 501H | 0.47500000 | 0.34200000 |
23. | BARNHART (EF) 502H | 0.47500000 | 0.34200000 |
24. | BARNHART (EF) 50H | 0.47500000 | 0.34200000 |
25. | BARNHART (EF) 59H | 0.47500000 | 0.34200000 |
26. | BARNHART (EF) 5H | 0.47500000 | 0.34200000 |
27. | BARNHART (EF) 60H | 0.47500000 | 0.34200000 |
28. | BARNHART (EF) 61H | 0.47500000 | 0.34200000 |
29. | BARNHART (EF) 6H | 0.47500000 | 0.34200000 |
30. | BARNHART (EF) 7H | 0.47500000 | 0.34200000 |
31. | BARNHART (EF) 9H | 0.47500000 | 0.34200000 |
32. | BARNHART (EF) A 1H | 0.47500000 | 0.34210000 |
33. | BARNHART (EF) A 2H | 0.47500000 | 0.34210000 |
34. | BARNHART (EF) B 1H | 0.47500000 | 0.34240000 |
35. | BARNHART (EF) C 1H | 0.47500000 | 0.34200000 |
# | WELL NAME | WI | NRI |
---|---|---|---|
36. | BARNHART (EF) C 2H | 0.47500000 | 0.34200000 |
37. | BARNHART (EF) C 3H | 0.47500000 | 0.34200000 |
38. | BARNHART (EF) C 4H | 0.47500000 | 0.34200000 |
39. | BARNHART (EF) D 1H | 0.47500000 | 0.34800000 |
40. | BARNHART (EF) D 2H | 0.47500000 | 0.34800000 |
41. | BARNHART (EF) D 3H | 0.47500000 | 0.34800000 |
42. | BARNHART (EF) D 4H | 0.47500000 | 0.34800000 |
43. | BARNHART (EF) D 5H | 0.47500000 | 0.34800000 |
44. | BARNHART (EF) D 6H | 0.47500000 | 0.34800000 |
45. | BARNHART (EF) D 7H | 0.47500000 | 0.34800000 |
46. | BARNHART (EF) D 8H | 0.47500000 | 0.34800000 |
47. | BARNHART (EF) E 3H | 0.47500000 | 0.34200000 |
48. | BARNHART (EF) E 4H | 0.47500000 | 0.34200000 |
49. | BARNHART (EF) E 5H | 0.47500000 | 0.34200000 |
50. | BARNHART (EF) E 6H | 0.47500000 | 0.34200000 |
51. | BARNHART (EF) E 7H | 0.47500000 | 0.34200000 |
52. | BARNHART (EF) E 8H | 0.47500000 | 0.34200000 |
53. | BARNHART (EF) G 5H | 0.47500000 | 0.34530000 |
54. | BARNHART (EF) H 1H | 0.47500000 | 0.34590000 |
55. | BARNHART (EF) J 1H | 0.47500000 | 0.34200000 |
56. | BARNHART (EF) J 2H | 0.47500000 | 0.34200000 |
57. | BARNHART (EF) J 3H | 0.47500000 | 0.34200000 |
58. | BARNHART (EF) J 4H | 0.47500000 | 0.34200000 |
59. | BARNHART (EF) K 10H | 0.47500000 | 0.34900000 |
60. | BARNHART (EF) K 1H | 0.47500000 | 0.34900000 |
61. | BARNHART (EF) K 2H | 0.47500000 | 0.34900000 |
62. | BARNHART (EF) K 3H | 0.47500000 | 0.34900000 |
63. | BARNHART (EF) K 5H | 0.47500000 | 0.34900000 |
64. | BARNHART (EF) K 6H | 0.47500000 | 0.34900000 |
65. | BARNHART (EF) K 7H | 0.47500000 | 0.34900000 |
66. | BARNHART (EF) K 8H | 0.47500000 | 0.34900000 |
67. | BARNHART (EF) K 9H | 0.47500000 | 0.34900000 |
68. | BARNHART (EF) L 1H | 0.47500000 | 0.34680000 |
69. | WARD E 1H | 0.47500000 | 0.35630000 |
70. | WARD E 2H | 0.47500000 | 0.35630000 |
APPENDIX III
Attached to and made a part of that certain Purchase Agreement,
dated April 30, 2021, by and between SEP Holdings IV, LLC, as Assignor, and Westhoff Palmetto LP, as Assignee
CLOSING STATEMENT
EFFECTIVE TIME: March 1, 2021
PURCHASE PRICE: | Amount Due to Seller | |
3.1 Base Purchase Price | $11,500,000.00 | |
| | |
AMOUNT DUE BEFORE PURCHASE PRICE ADJUSTMENTS: | $11,500,000.00 | |
| ||
UPWARD ADJUSTMENTS (through [____], 2021):1 | ||
4.1(a)(i) all proceeds (including proceeds held in suspense or escrow and proceeds received after the Effective Time for Hydrocarbons produced and held in storage but not sold as of the Effective Time) actually received by or credited to Assignee that are attributable to the sale of Hydrocarbons produced from the Conveyed Interests prior to the Effective Time and that are not otherwise paid to Assignor (excluding, for clarity, any proceeds against which Marathon offset any Satisfied Pipeline Costs, regardless of whether Assignor disputes the appropriateness of such offsets) | | |
$ | - | |
$ | - | |
4.1(a)(ii) all Property Expenses paid or borne by Assignor and attributable to the ownership or operation of the Conveyed Interests from and after the Effective Time and not otherwise reimbursed by Assignee | $ | - |
4.1(a)(iii) all Burdens paid or borne by Assignor and attributable to Hydrocarbons produced from the Conveyed Interests after the Effective time | $ | - |
4.1(a)(iv) all Property Taxes allocated to Assignee under Section 19 that are paid or otherwise economically borne by Assignor | $ | - |
1Figures are based on actual numbers, where available, and otherwise on agreed upon estimates. To be updated in the Final Statement.
Appendix III – Page 1 of 3
4.1(a)(v) to the extent the Conveyed Interests are under-produced, the volume of such wellhead imbalances as of the Effective Time attributable to the Conveyed Interests, multiplied by $2.50 per MCF | $ | - |
4.1(a)(vi) to the extent the Conveyed Interests are over-delivered, the volume of any such pipeline or transportation imbalances as of the Effective Time attributable to the Conveyed Interests, multiplied by the monthly price applicable to deliveries to the applicable pipeline during the calendar month of the Closing Date | ||
| | |
DOWNWARD ADJUSTMENTS (through [____], 2021): 1 | | |
4.1(b)(i) all proceeds (including proceeds held in suspense or escrow) actually received by or credited to Assignor that are attributable to the sale of Hydrocarbons produced from the Conveyed Interests on or after the Effective Time | $ | - |
4.1(b)(ii) all Property Expenses attributable to the ownership or operation of the Conveyed Interests prior to the Effective Time which are paid or borne by Assignee but not otherwise reimbursed by Assignor | $ | (2,428.07) |
4.1(b)(iii) all Burdens paid or borne by Assignee and attributable to Hydrocarbons produced from the Conveyed Interests prior to the Effective Time. | $ | - |
4.1(b)(iv) the amount of all Property Taxes allocated to Assignor under Section 19 that are paid or otherwise economically borne by Assignee | $ | (13,231.62) |
4.1(b)(v) to the extent the Conveyed Interests are over-produced, the volume of such wellhead imbalances as of the Effective Time attributable to the Conveyed Interests, multiplied by $2.50 per MCF | $ | - |
4.1(b)(vi) to the extent the Conveyed Interests are under-delivered, the volume of any such pipeline or transportation imbalances as of the Effective Time attributable to the Conveyed Interests, multiplied by the monthly price applicable to deliveries to the applicable pipeline during the calendar month of the Closing Date | $ | - |
NET CLOSING ADJUSTMENTS: | $ | (15,659.69) |
ADJUSTED PURCHASE PRICE (at Closing): | $ | 11,484,340.31 |
Appendix III – Page 2 of 3
ASSIGNOR WIRE INSTRUCTIONS:
Bank:Amegy Bank of Texas
ABA Number ###-###-####
Account Number:0054212428
Account Name:Evolve Transition Infrastructure LP
Reference:Project Nueces
Appendix III – Page 3 of 3
SCHEDULE 5(f)
Attached to and made a part of that certain Purchase Agreement, dated April 30, 2021,by and between SEP Holdings IV, LLC, as Assignor, and Westhoff Palmetto LP, as Assignee
MATERIAL CONTRACTS
Each of the following contracts, agreements, and instruments, including all amendments, supplements, and/ or restatements thereof or thereto, as applicable:
1. | Barnhart Facility Agreement dated May 8, 2013, by and between Marathon Oil EF LLC and SEP Holdings III, LLC. |
2. | Marketing Agreement dated May 8, 2013, by and between Marathon Oil EF LLC and SEP Holdings III, LLC. |
3. | Participation Agreement dated December 28, 2009, by and between SEP Holdings II, LLC as Seller, and Hilcorp Energy I, L.P., as Buyer, as amended. |
4. | Joint Operating Agreement dated December 28, 2009, by and between Hilcorp Energy Company, as Operator, and Hilcorp Energy I, L.P., and SEP Holdings II, LLC, as Non-Operators, as amended. |
5. | Any and all pooling, unitization, and communitization orders, declarations, and agreements in effect with respect to any of the Acquired Leases, including all interests in the units created thereby. |
END OF SCHEDULE 5(f)
Schedule 5(F) – Page 1 of 1
SCHEDULE 5(h)
Attached to and made a part of that certain Purchase Agreement, dated April 30, 2021,by and between SEP Holdings IV, LLC, as Assignor, and Westhoff Palmetto LP, as Assignee
Imbalances
None.
END OF SCHEDULE 5(h)
Schedule 5(H) – Page 1 of 1
SCHEDULE 5(j)
Attached to and made a part of that certain Purchase Agreement, dated April 30, 2021,by and between SEP Holdings IV, LLC, as Assignor, and Westhoff Palmetto LP, as Assignee
CURRENT COMMITMENTS
AFE | Well Name | Purpose | Gross AFE Cost | AFE Received | Election Due Date |
WO.20.02498 | Barnhart 60H | Workover | $105,000.00 | 1/6/2021 | 2/5/2021 |
WO.20.02631 | Barnhart J 02H | Workover | $105,000.00 | 1/6/2021 | 2/5/2021 |
WO.20.02493 | Barnhart E 04H | Workover | $105,000.00 | 1/6/2021 | 2/5/2021 |
WO.20.02495 | Barnhart E 08H | Workover | $105,000.00 | 1/6/2021 | 2/5/2021 |
WO.20.02494 | Barnhart K 08H | Workover | $105,000.00 | 1/6/2021 | 2/5/2021 |
WO.21.00006 | Barnhart (EF) 502H | RP Repair | $105,000.00 | 3/16/2021 | 4/15/2021 |
WO.21.00935 | Barnhart (EF) 9H | Workover | $47,000.00 | 4/12/2021 | 5/11/2021 |
WO.21.00696 | Barnhart (EF) K 10H | Workover | $105,000.00 | 4/12/2021 | 5/11/2021 |
END OF SCHEDULE 5(j)
Schedule 5(J) – Page 1 of 1
SCHEDULE 5(k)
Attached to and made a part of that certain Purchase Agreement, dated April 30, 2021,
by and between SEP Holdings IV, LLC, as Assignor, and Westhoff Palmetto LP, as Assignee
REQUIRED CONSENTS
Lessor | Lessee | Lease Date | Book | Page | File No | County | State |
WARD, ESMA JEAN, INDV. & TTEE | HILCORP ENERGY 1 L.P | 03/05/2010 | 1020 | 205 | 244216 | Gonzales | Texas |
END OF SCHEDULE 5(j)
Schedule 5(K) – Page 1 of 1