Exhibit 10.4


 


PURCHASE AND SALE
AGREEMENT


 


Among


 


EnerVest Energy Institutional
Fund XI-A, L.P.


 


and


 


EnerVest Energy Institutional
Fund XI-WI, L.P.


 


(collectively, “Seller”)


 


and


 


CGAS Properties,
L.P.


 


(“Buyer”)


 


Dated: September
2, 2015


 




     


     


    




 


Table of Contents


 


	 	Page
	 	 
	SCHEDULES	 
	 	 
	ARTICLE IPURCHASE AND SALE	1
	Section 1.01	Purchase and Sale	1
	Section 1.02	Assets	1
	Section 1.03	Excluded Properties	2
	Section 1.04	Effective Time	4
	 	 	 
	ARTICLE II	4
	 	 
	PURCHASE PRICE	4
	Section 2.01	Purchase Price	4
	Section 2.02	Deposit.	4
	Section 2.03	Adjustments and Credits to Purchase Price	4
	Section 2.04	Payment of Purchase Price	6
	 	 	 
	ARTICLE III	6
	 	 
	REPRESENTATIONS AND WARRANTIES	6
	Section 3.01	Representations and Warranties of Seller	6
	Section 3.02	Representations and Warranties of Buyer	9
	Section 3.03	Disclaimer of Representations and Warranties	10
	Section 3.04	Disclosure Schedules.	11
	 	 	 
	ARTICLE IV	11
	 	 
	PRE-CLOSING COVENANTS AND AGREEMENTS	11
	Section 4.01	Pre-Closing Covenants and Agreements of Seller	11
	Section 4.02	Pre-Closing Covenants and Agreements of Buyer	13
	Section 4.03	Preferential Rights and Consents	13
	Section 4.04	Casualty Loss	14
	 	 	 
	ARTICLE V	15
	 	 
	TITLE MATTERS	15
	Section 5.01	Definitions	15
	Section 5.02	Title Defect Adjustments	16
	Section 5.03	Title Benefit Offsets	18
	Section 5.04	Special Warranty of Title	18
	Section 5.05	Limitations	18
	 	 	 
	ARTICLE VI	18
	 	 
	ENVIRONMENTAL MATTERS	18
	Section 6.01	Adverse Environmental Conditions	18
	Section 6.02	Adverse Environmental Condition Adjustments	19
	Section 6.03	Limitations	19


 




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	ARTICLE VII	20
	 	 
	CONDITIONS TO CLOSING	20
	Section 7.01	Seller’s Conditions	20
	Section 7.02	Buyer’s Conditions	20
	Section 7.03	Mutual Conditions	21
	 	 	 
	ARTICLE VIII	21
	 	 
	CLOSING	21
	Section 8.01	Date of Closing	21
	Section 8.02	Place of Closing	21
	Section 8.03	Closing Obligations	21
	 	 	 
	ARTICLE IX	23
	 	 
	OBLIGATIONS AFTER CLOSING	23
	Section 9.01	Post-Closing Adjustment Procedure	23
	Section 9.02	Allocation of Revenues	23
	Section 9.03	Files and Records	24
	Section 9.04	Buyer’s Assumed Obligations and Release	24
	Section 9.05	Indemnification	25
	Section 9.06	Survival; Limitations on Indemnification	26
	Section 9.07	Indemnification Procedures	26
	Section 9.08	Suspense Funds	27
	Section 9.09	Recordation and Post-Closing Consents	27
	Section 9.10	Taxes	27
	Section 9.11	Material Contracts.	28
	 	 	 
	ARTICLE X	28
	 	 
	TERMINATION OF AGREEMENT	28
	Section 10.01	Termination	28
	Section 10.02	Liabilities Upon Termination or Breach	29
	 	 	 
	ARTICLE XI	30
	 	 
	MISCELLANEOUS	30
	Section 11.01	Schedules and Exhibits	30
	Section 11.02	Expenses	30
	Section 11.03	Notices	30
	Section 11.04	Amendments; Waiver	31
	Section 11.05	Assignment	31
	Section 11.06	Announcements	32
	Section 11.07	Governing Law; Venue	32
	Section 11.08	Entire Agreement	32
	Section 11.09	Parties in Interest	32
	Section 11.10	Further Assurances	32
	Section 11.11	Severability	32
	Section 11.12	Headings; Terminology; Defined Terms	32
	Section 11.13	Not to be Construed Against Drafter	33
	Section 11.14	Indemnities and Conspicuousness of Provisions	33



 






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	Section 11.15	Counterparts of Assignment.	33
	Section 11.16	Counterpart Execution	33
	Section 11.17	Definitions	33


 


Exhibit A Ownership
Shares


 


Exhibit B Form
of Assignment and Bill of Sale


 




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SCHEDULES 


 


	Schedule 1.02(a)	Leases
	 	 
	Schedule 1.02(b)	Wells
	 	 
	Schedule 1.03(c)	Excluded Formation Wells
	 	 
	Schedule 3.01(f)	Legal Proceedings
	 	 
	Schedule 3.01(h)	Compliance with Laws
	 	 
	Schedule 3.01(n)	Preferential Rights
	 	 
	Schedule 3.01(o)	Outstanding Capital Expenditures
	 	 
	Schedule 3.01(p)	Consents
	 	 
	Schedule 5.01(a)	Allocated Values


 




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PURCHASE AND SALE AGREEMENT


 


This Purchase and Sale
Agreement (this “Agreement”), dated September 2, 2015, is among EnerVest
Energy Institutional Fund XI-A, L.P., a Delaware limited partnership (“EnerVest Institutional Fund”),
and EnerVest Energy Institutional Fund XI-WI, L.P., a Delaware limited partnership
(“EnerVest Working Interest Fund,” which together with EnerVest Institutional Fund, are collectively called
“Seller” and each is a “Seller Party”) and CGAS
Properties, L.P., a Delaware limited partnership (“Buyer”). Buyer and Seller are sometimes individually
referred to herein as a “Party” and collectively referred to herein as the “Parties.”


 


WITNESSETH


 


WHEREAS, each Seller
Party owns the respective proportionate interest set forth in Exhibit A attached hereto (each Seller’s “Ownership
Share”) in and to certain oil and gas interests which, together with the properties appurtenant thereto, are more fully
described and defined herein as the Assets; and


 


WHEREAS, Seller desires
to sell to Buyer, and Buyer desires to purchase from Seller, the Assets, subject to the terms and conditions set forth herein.


 


Now,
therefore, in consideration of the mutual promises contained herein, the benefits
to be derived by each Party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:


 


ARTICLE
I

PURCHASE AND SALE


 


Section
1.01         Purchase and Sale. Seller agrees to sell and convey,
and Buyer agrees to purchase and pay for, in accordance with their respective Ownership Shares, the Assets, subject to the terms
and conditions of this Agreement.


 


Section
1.02         Assets. Subject to Section 1.03, all of each
Seller Party’s right, title and interest in and to the following shall be referred to herein as the “Assets”:


 


(a)          the
leasehold estates created by the oil, gas and/or mineral leases described in Schedule 1.02(a) (collectively, the “Leases”)
and all other rights in and to the lands covered by the Leases (the “Lands”), together with all other interests
of each Seller Party in the Leases, including overriding royalty interests, production payments and other payments out of or measured
by the value of oil and gas production from or attributable to the Leases;


 


(b)          any
and all oil and gas wells, salt water disposal wells, injection wells, and other wells and wellbores located on the Leases or Units,
whether producing, operating, plugged or unplugged, shut in, or permanently or temporarily abandoned, including but not limited
to those described in Schedule 1.02(b) (the “Wells”);


 


(c)          any
pools or units including all or part of any Lease (the “Units”);


 




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(d)          all
natural gas, casinghead gas, drip gasoline, natural gas liquids, condensate, products, crude oil and other hydrocarbons, whether
gaseous or liquid (“Products”) produced from or attributable to the Leases or Units from and after the Effective
Time, as well as water produced from or attributable to the Leases from and after the Effective Time, or, with respect to the Products
described in Section 2.03(a)(i), prior to the Effective Time, and the accounts and proceeds from the sale thereof (collectively,
the “Production”);


 


(e)          all
of the personal property, fixtures and improvements appurtenant to the Wells or the Leases or used solely in connection with the
ownership or operation of the Wells or the Leases or with the production, treatment, storage, sale or disposal of the Production,
including, without limitation, all pipelines, gathering lines, and compression facilities appurtenant to or located upon the Leases
or Units (the “Equipment”);


 


(f)          all
rights-of-way, easements, servitudes, subsurface leases, other surface rights, permits and licenses, to the extent they are transferable
and are appurtenant to the Leases, the Units, the Wells, or Equipment (the “Easements”);


 


(g)          to
the extent transferable, all agreements, product purchase and sale contracts, gas gathering contracts, salt water disposal leases,
processing agreements, production handling agreements, facilities sharing agreements, compression agreements, equipment leases,
permits, licenses, farmouts and farmins, options, orders, pooling, spacing or consolidation agreements and operating agreements
and all other agreements relating to the Leases, the Units, the Wells, the Production, the Equipment and the Easements (the “Contracts”);


 


(h)          to
the extent transferable at no cost to Seller or at additional cost that Buyer agrees to undertake or pay, each Seller Party’s
proprietary and licensed seismic data relating to the Assets; and


 


(i)          records
and files in the possession of each Seller Party relating to any of the Assets, including, without limitation: (i) lease, division
order, contract and land files and title opinions; (ii) operations, production, environmental and engineering records; (iii) facility
and well records; (iv) cuttings and cores, (v) accounting, gas and/or oil imbalance files, well payout files and lease operating
statements and files; and (vi) any other files in the possession of each Seller Party relating to the Assets or the operation thereof
(collectively, the “Records”), save and except for, in respect of each such category, (A) records that Seller
is prohibited from disclosing under confidentiality agreements with third parties, (B) information entitled to legal privilege,
including, without limitation, attorney work product and attorney-client communications (except for title opinions, which shall
be included in the Records), (C) economic projections and (D) records of offers from, or negotiations with, Buyer or third parties
with respect to the sale of the Assets and economic analyses associated therewith.


 


Section
1.03         Excluded Properties. The Assets do not include, and
there is expressly excepted therefrom and reserved to each Seller Party the following (the “Excluded Properties”):


 




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(a)          the
Leases and the Lands, in each case INSOFAR AND ONLY INSOFAR as the same cover and include the Utica, Point Pleasant and
Trenton Formations (such lands, as to the Utica, Point Pleasant and Trenton Formations, the "Excluded Formation Lands",
and such Leases, as to the Utica, Point Pleasant and Trenton Formations, the “Excluded Formation Leases”). The
"Utica, Point Pleasant and Trenton Formations" (each one individually referred to as an “Excluded Formation”)
means:


 


(i)          for
Leases covering lands located in the State of Ohio, the stratigraphic equivalent of the interval found below a depth beginning
at 300 feet below the Top of the Queenston formation, as encountered at a measured depth of 6,520’, subsurface (the top of
the Queenston Formation being encountered at 6,220’ subsurface) down to the Top of the Black River formation, as encountered
at a measured depth of 7,984’, subsurface, in each case on the type log for the Thomas Zechman #1 well, API # 34-067-20737,
in Moorefield Township, Harrison County, Ohio in the compensated neutron/gamma ray log dated January 14-15, 1986 (recognizing that
the actual depth will vary across the Excluded Properties); and


 


(ii)         for
Leases covering lands located in the Commonwealth of Pennsylvania, the stratigraphic equivalent
of those formations found between a depth of 300 feet below the Top of the Queenston formation, as encountered at a measured depth
of 3,820 feet subsurface,  down to the Top of the Black River formation  as encountered at a measured depth of 5,882
feet subsurface, on the type well log for the Moreland #13 Well, API # 37-039-25731, Cussewago  Township, Crawford County,
Pennsylvania (recognizing that the actual depth will vary across the Excluded Properties).


 


(b)          All
Products in, on, or under or that may be produced from the Excluded Formation in and under the Excluded Formation Leases
and the Excluded Formation Lands, including, without limitation, all rights with respect to overproduction, underproduction, overdelivery,
or underdelivery of Products produced from or allocable to the Excluded Formation Lands.


 


(c)          The
Wells drilled and completed in the Excluded Formation on the Excluded Formation Lands, including but not limited to those described
in Schedule 1.03(c) (collectively, the "Excluded Formation Wells"), and all Equipment and improvements
appurtenant to the Excluded Formation Wells or the production, treating, gathering, processing, storing, and transportation of
Products produced therefrom.


 


(d)          All
Contracts relating to the interests described in clauses (a), (b), or (c) above, only insofar as they cover or relate to the Excluded
Formation Wells, the Excluded Formation Leases, and the Excluded Formation Lands, and excluding any insurance contracts.


 


(e)          All
Easements relating to the interests described in clauses (a), (b), or (c) above, only insofar as they cover or relate to the Excluded
Formation Wells, the Excluded Formation Leases, and the Excluded Formation Lands.


 




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(f)          The
Records relating to the items described in clauses (a) through (e) above maintained by or in the possession of Seller,


 


Section
1.04         Effective Time. The purchase and sale of the Assets
shall be effective as of July 1, 2015, at 12:01 a.m., at the location of the Assets (the “Effective Time”).


 


ARTICLE
II 


PURCHASE
PRICE


 


Section
2.01         Purchase Price. The purchase price for the Assets
shall be Fifty Nine Million Eight Hundred Thousand Dollars ($59,800,000.00), payable as provided in Section 2.04 below
(the “Purchase Price”), subject to adjustment and credit as set forth in Section 2.03. The Purchase
Price will be allocated among the Properties as set forth on Schedule 5.01(a) (such amount being referred to herein as
the “Allocated Value” with respect to each line item on Schedule 5.01(a) (each “Property”)).


 


Section
2.02         Deposit. Contemporaneously
with the execution of this Agreement, Buyer has deposited into a joint control account at Cadence Bank (the “Deposit
Bank”) an amount equal to ten percent (10%) of the Purchase Price (the “Deposit”). The Deposit, plus
any interest accrued thereon, shall be held and distributed by the Deposit Bank, in accordance with joint signature checks, drafts,
or wire transfer instructions duly executed and delivered to the Deposit Bank by Buyer and Seller for purposes of effectuating
the other provisions of this Agreement pertaining to the Deposit. In the event that the transaction contemplated hereby is not
consummated in accordance with the terms hereof, then the Deposit, plus any interest accrued thereon, shall be applied in accordance
with the provisions of Section 10.02(b) and Section 10.02(c). In the event that the transaction contemplated hereby
is consummated in accordance with the terms hereof, then the Deposit, plus any interest accrued thereon, shall be applied to the
Purchase Price to be paid by Buyer at Closing. For the avoidance of doubt, Buyer and Seller shall execute and deliver, or shall
cause to be executed and delivered, from time to time such further documents, agreements or instruments, and shall take such other
actions as any Party may reasonably request, to deliver the Deposit, plus any interest accrued thereon, to Buyer or Seller, in
connection with the Closing or the provisions of Section 10.02(b) and Section 10.02(c).


 


Section
2.03         Adjustments and Credits to Purchase Price.


 


(a)          The
Purchase Price shall be adjusted upward by the following:


 


(i)          an
amount equal to the posted price in the relevant field as of the date of the execution of this Agreement of all merchantable liquid
Products produced from or attributable to the Assets which are in storage above the pipeline connection as of the Effective Time
and which have not been sold by Seller prior to the Closing, less an amount equal to all royalties, overriding royalties, taxes,
gravity adjustments and other amounts deducted in the ordinary course and consistent with past practices by the purchaser of such
Products;


 




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(ii)         the
amount of all ad valorem, property, production, excise, severance and similar taxes based upon or measured by the ownership of
the Assets or the production of Products or the receipt of proceeds therefrom, expenditures and other charges (excluding delay
rentals), including, without limitation, prepaid expenses and expenses billed under applicable operating agreements (and, in the
absence of an operating agreement, expenses of the sort customarily billed under such agreements), that are paid by or on behalf
of Seller and that, in accordance with generally accepted accounting principles, are attributable to the ownership or operation
of the Assets from and after the Effective Time;


 


(iii)        without
duplication of adjustments made in accordance with Section 2.03(a)(i) above, net proceeds received by Buyer from the sale
of Products produced from or attributable to the Assets prior to the Effective Time and other proceeds received by Buyer relating
to the ownership or operation of the Assets that, in accordance with generally accepted accounting principles, are attributable
to periods prior to the Effective Time;


 


(iv)        
overhead charges applicable to the operation of the Assets during the period from the Effective Time to the Closing Date, which
shall be Seventy Three Thousand Dollars ($73,000.00) per month (which shall be prorated for partial months based on the
number of days elapsed); and


 


(v)         
any other amount agreed upon by the Parties in writing or set forth in this Agreement as an adjustment to the Purchase Price.


 


(b)          The
Purchase Price shall be adjusted downward by the following:


 


(i)          the
amount of all ad valorem, property, production, excise, severance and similar taxes based upon or measured by the ownership of
the Assets or the production of Products or the receipt of proceeds therefrom, expenditures and other charges (excluding delay
rentals), including, without limitation, expenses billed under applicable operating agreements (and, in the absence of an operating
agreement, expenses of the sort customarily billed under such agreements), that are paid by or on behalf of Buyer and that, in
accordance with generally accepted accounting principles, are attributable to the ownership or operation of the Assets prior to
the Effective Time;


 


(ii)         net
proceeds received by Seller from the sale of Products produced from or attributable to the Assets from and after the Effective
Time and other proceeds received by Seller relating to the ownership or operation of the Assets that, in accordance with generally
accepted accounting principles, are attributable to periods from and after the Effective Time;


 


(iii)        an
amount equal to unpaid ad valorem, property and similar taxes based upon or measured by the ownership of the Assets that are attributable
to periods of time prior to the Effective Time, which amounts shall, to the extent not actually assessed, be computed based on
such taxes for the preceding tax year (such amount to be prorated for the period of Seller’s ownership before and Buyer’s
ownership after the Effective Time);


 


(iv)        an
amount equal to the sum of all adjustments to the Purchase Price:


 


(1)         pursuant
to Section 4.03 in respect of preferential purchase rights and consents;


 




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(2)         pursuant
to Section 5.02 in respect of Title Defects;


 


(3)         pursuant
to Section 6.02 in respect of Adverse Environmental Conditions; and


 


(v)         any
other amount agreed upon by the Parties in writing or set forth in this Agreement as an adjustment to the Purchase Price.


 


(c)          At
least five (5) Business Days prior to the Closing, Seller shall prepare and submit to Buyer a settlement statement (the “Preliminary
Settlement Statement”) setting forth each adjustment and credit to the Purchase Price pursuant to this Section 2.03,
using for such adjustments and credits the best information then reasonably available. Prior to the Closing, Buyer may notify Seller
of any objections to the Preliminary Settlement Statement; provided, however, that Buyer’s failure to notify Seller of objections
prior to the Closing shall not be deemed a waiver thereof for the purposes of post-Closing adjustments. The Parties shall use their
reasonable efforts to agree on a final Preliminary Settlement Statement no later than one (l) Business Day prior to the Closing.
The Purchase Price, adjusted and credited as provided in the final Preliminary Settlement Statement, is referred to herein as the
“Preliminary Purchase Price.” If Buyer and Seller are unable to agree upon the final Preliminary Settlement
Statement, then the Preliminary Purchase Price shall be as provided in a final Preliminary Settlement Statement acceptable to Seller,
and such dispute shall be resolved in the course of the post-Closing adjustments pursuant to Section 9.01.


 


Section
2.04         Payment of Purchase Price. The Preliminary Purchase
Price (after giving effect to the Deposit, plus any interest accrued thereon, which shall be delivered to Seller from the joint
control account at the Deposit Bank in accordance with Section 2.02) shall be payable at the Closing in cash by wire transfer
in accordance with such wire transfer instructions as Seller may deliver to Buyer at least two (2) Business Days prior to the
Closing.


 


ARTICLE
III 


REPRESENTATIONS
AND WARRANTIES


 


Section
3.01         Representations and Warranties of Seller. Each Seller
Party, as applicable, represents and warrants severally, not jointly, to Buyer solely as to such Seller Party and such Seller
Party’s Ownership Share in the Assets, as of the date hereof and as of the Closing Date, as follows:


 


(a)          EnerVest
Institutional Fund represents and warrants that it is duly organized, validly existing and in good standing under the laws of the
State of Delaware, and is duly qualified to carry on its business and to own and operate oil and gas properties in each jurisdiction
in which the Assets are located. EnerVest Working Interest Fund represents and warrants that is duly organized, validly existing
and in good standing under the laws of the State of Delaware, and is duly qualified to carry on its business and to own and operate
oil and gas properties in each jurisdiction in which the Assets are located. The general partner of each of the EnerVest Institutional
Fund and the EnerVest Working Interest Fund is duly organized, validly existing and in good standing under the laws of the State
of Texas, and is duly qualified to carry on its business and to own and operate oil and gas properties in each jurisdiction in
which the Assets are located.


 




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(b)          Seller
Party has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and each
other document executed in connection herewith and to perform its obligations under this Agreement and each other document executed
in connection herewith. The consummation of the transactions contemplated by this Agreement and each other document executed in
connection herewith will not violate, or be in conflict with or give rise to a right of termination, cancellation or acceleration
of any obligation or creation of a lien under: (i) any provision of the certificate of limited partnership or limited partnership
agreements or similar organizational or formation documents of Seller Party; (ii) any provision of any agreement or instrument
to which Seller Party is a party or by which it is bound (other than this Agreement and any other document executed in connection
herewith); or (iii) any judgment, decree, order, statute, rule or regulation applicable to Seller Party or the Assets.


 


(c)          This
Agreement has been, and, if the Closing occurs, the documents to be executed and delivered by Seller Party at the Closing will
be, duly authorized, executed and delivered on behalf of Seller Party, and this Agreement constitutes, and, if the Closing occurs,
the documents to be executed and delivered by Seller Party at the Closing will be, the legal, valid and binding obligation of Seller
Party, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization
and other laws for the protection of creditors.


 


(d)          Seller
Party has not incurred any liability, contingent or otherwise, for brokers’ or finders fees’ relating to the transactions
contemplated by this Agreement for which Buyer shall have any responsibility whatsoever.


 


(e)          There
are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or, to Seller Party’s knowledge,
threatened against Seller Party.


 


(f)          Except
as set forth on Schedule 3.01(f), there are no lawsuits, actions, proceedings or governmental investigations or inquiries
pending or, to Seller Party’s knowledge, threatened against Seller Party that materially affect the ownership or operation
of the Assets.


 


(g)          All
material federal, state and local ad valorem, property, production, severance and similar taxes based upon or measured by Seller
Party’s ownership of the Assets or the production of Products therefrom that are due and owing have been paid.


 


(h)          Except
as set forth on Schedule 3.01(h), to Seller Party’s knowledge, the Assets have been owned and operated in compliance
with all applicable laws, rules and regulations (excluding, however, Environmental Laws, which are addressed in Section 3.01(i)),
except for any nonmaterial noncompliance therewith that would not reasonably be expected to have a Material Adverse Effect.


 




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(i)          To
Seller Party’s knowledge, Seller Party (i) is in material compliance with all Environmental Laws applicable to the Assets,
(ii) has received no notice of any violation of, or investigation relating to, any federal, state or local laws with respect to
pollution or protection of the environment relating to the Assets and (iii) has obtained all environmental permits required in
connection with the ownership and operation of the Assets, and has complied with and is in material compliance with all such permits.


 


(j)          There
are no Assets that are subject to a payout schedule or payout balance that may impact Buyer’s Working Interest or Net Revenue
Interest as set forth on Schedule 5.01(a) after the Effective Time.


 


(k)          (i)
To Seller Party’s knowledge, all Contracts constituting a part of and material to the ownership and operation of the Assets
(the “Material Contracts”) are in full force and effect, and (ii) Seller Party is not in default with respect
to any of its material obligations thereunder.


 


(l)          (i)
To Seller Party’s knowledge, all Leases are in full force and effect, and Seller Party is not in default with respect to
any of its material obligations thereunder, and (ii) all rentals, royalties, overriding royalty interests and other payments due
and owing by Seller Party under each of the Leases have been timely and accurately paid, except amounts that are being held in
suspense as a result of title issues and issues relating to the location of owners.


 


(m)          Except
for the Permitted Encumbrances, the Assets will be conveyed to Buyer free and clear of all liens, mortgages, claims and encumbrances,
and at or prior to the Closing, Seller Party’s lenders with liens or encumbrances on the Assets shall execute and deliver
all documentation necessary to release all such liens and encumbrances.


 


(n)          Except
as set forth in Schedule 3.01(n) there are no preferential rights to purchase attributable or with respect to any of the
Assets that are applicable to the transactions contemplated hereby.


 


(o)          Except
as set forth in Schedule 3.01(o), there are no outstanding calls or payments under authorities for expenditures for payments
or other capital commitments relating to the Assets which exceed Fifty Thousand Dollars ($50,000.00) (net to the interest of Seller
Party) individually or Two Hundred Fifty Thousand Dollars ($250,000.00) (net to the interest of Seller Party) in the aggregate
and which are due or which Seller Party has committed to make which have not been made as of the Effective Time.


 


(p)          Except
as set forth in Schedule 3.01(p), there are no consents, approvals or authorizations of any person or entity relating to
any Material Contract, in each case, required to be obtained by Seller Party that are applicable to the transactions contemplated
hereby.


 




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(q)          As
used herein, “Seller Party’s knowledge” or words of similar import mean the actual knowledge (after reasonable
due inquiry) of any employee of a Seller Party having a title of portfolio manager, operations manager or higher. With respect
to any representation or warranty pertaining to any Asset not operated by Seller Party, such representation or warranty shall be
deemed to be limited to Seller Party’s knowledge with respect to such non-operated Asset (unless such representation or warranty
is already qualified by knowledge).


 


(r)          As
used herein, “Material Adverse Effect” means a condition or occurrence that would have an adverse effect on
the Assets exceeding One Hundred Fifty Thousand Dollars ($150,000.00).


 


Section
3.02         Representations and Warranties of Buyer. Buyer represents
and warrants to Seller as of the date hereof and as of the Closing Date as follows:


 


(a)          Buyer
is duly organized, validly existing and in good standing under the laws of the State of Delaware, and is or, as of Closing, will
be duly qualified to carry on its business and to own and operate oil and gas properties in each jurisdiction in which the Assets
are located; and the general partner of Buyer is duly organized, validly existing and in good standing under the laws of the State
of Delaware, and is duly qualified to carry on its business and to own and operate oil and gas properties in each jurisdiction
in which the Assets are located.


 


(b)          Buyer
has all requisite power and authority to carry on its business as presently conducted and has all requisite power and authority
to enter into this Agreement and each other document executed in connection herewith, to purchase the Assets on the terms described
in this Agreement and to perform its other obligations under this Agreement and each other document executed in connection herewith.
The consummation of the transactions contemplated by this Agreement will not violate, or be in conflict with or give rise to a
right of termination, cancellation or acceleration of any obligation or creation of a lien under: (i) any provision of the certificate
of limited partnership or limited partnership agreements or similar organizational or formation documents of Buyer; (ii) any provision
of any agreement or instrument to which Buyer is a party or by which it is bound (other than this Agreement); or (iii) any judgment,
decree, order, statute, rule or regulation applicable to Buyer.


 


(c)          This
Agreement has been, and, if the Closing occurs, the documents to be executed and delivered by Buyer at the Closing will be, duly
authorized, executed and delivered on behalf of Buyer, and this Agreement constitutes, and, if the Closing occurs, the documents
to be executed and delivered by Buyer at the Closing will be, the legal, valid and binding obligation of Buyer, enforceable in
accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization and other laws
for the protection of creditors.


 


(d)          Buyer
has not incurred any liability, contingent or otherwise, for brokers’ or finders fees’ relating to the transactions
contemplated by this Agreement for which Seller shall have any responsibility whatsoever.


 




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(e)          There
are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or, to the knowledge of Buyer, threatened
against Buyer.


 


(f)          Buyer
is an experienced oil and gas company and experienced in oil and gas operations. Buyer has entered into this Agreement on the basis
of its own independent judgment and analysis. Buyer is in the business of purchasing and owning oil and gas properties. The Assets
to be acquired by Buyer pursuant to this Agreement are being acquired by it for its own account for investment purposes and not
for distribution within the meaning of any securities law. In acquiring the Assets, Buyer is acting in the conduct of its own business
and not under any specific contractual commitment to any third party, or any specific nominee agreement with any third party, to
transfer to, or to hold title on behalf of, such third party, with respect to all or any part of the Assets.


 


(g)          Buyer
will have at the Closing all funds necessary to pay the Preliminary Purchase Price and any other amounts contemplated by this Agreement
to be paid at Closing. Buyer’s ability to consummate the transactions contemplated hereby is not contingent on its ability
to secure financing or to complete any public or private placement of securities prior to or upon Closing.


 


Section
3.03         Disclaimer of Representations and Warranties.


 


(a)          BUYER
ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY, EXPRESS
OR IMPLIED OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT or any document executed
in connection herewith INCLUDING, BUT NOT LIMITED TO, RELATING TO THE CONDITION OF ANY REAL OR IMMOVABLE PROPERTY, PERSONAL
OR MOVABLE PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES CONSTITUTING PART OF THE ASSETS INCLUDING, WITHOUT LIMITATION:
(i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
(iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS; (iv) ANY RIGHTS OF BUYER UNDER APPROPRIATE
STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE PURCHASE PRICE; (v) ANY IMPLIED OR EXPRESS WARRANTY, INCLUDING WITHOUT
LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT; (vi) ANY IMPLIED OR EXPRESS WARRANTY
REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, INCLUDING, WITHOUT LIMITATION, NATURALLY OCCURRING
RADIOACTIVE MATERIAL OR ASBESTOS, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR
ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH, IT IS THE EXPRESS INTENTION OF BUYER AND SELLER THAT THE REAL OR IMMOVABLE PROPERTY,
PERSONAL OR MOVABLE PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES SHALL BE CONVEYED TO BUYER AS IS AND IN THEIR PRESENT
CONDITION AND STATE OF REPAIR. BUYER REPRESENTS TO SELLER THAT BUYER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT
TO THE REAL OR IMMOVABLE PROPERTY, PERSONAL OR MOVABLE PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS BUYER DEEMS APPROPRIATE
AND, EXCEPT FOR BUYER’S REMEDIES WITH RESPECT TO ADVERSE ENVIRONMENTAL CONDITIONS AS PROVIDED IN ARTICLE 6 HEREIN,
BUYER WILL ACCEPT THE REAL OR IMMOVABLE PROPERTY, PERSONAL OR MOVABLE PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS
IS, IN THEIR PRESENT CONDITION AND STATE OF REPAIR.


 




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(b)          EXCEPT
AS PROVIDED IN SECTION 3.01, SELLER HEREBY EXPRESSLY NEGATES AND DISCLAIMS, AND BUYER HEREBY WAIVES AND ACKNOWLEDGES THAT
SELLER HAS NOT MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATING TO: (i) THE ACCURACY, COMPLETENESS OR MATERIALITY
OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO BUYER BY OR ON BEHALF OF SELLER; OR (ii) PRODUCTION
RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GEOLOGICAL OR GEOPHYSICAL DATA OR INTERPRETATIONS, OR THE QUALITY, QUANTITY,
RECOVERABILITY OR COST OF RECOVERY.


 


Section
3.04         Disclosure Schedules. Any
fact, circumstance or matter disclosed on any of the schedules to this Agreement shall be deemed to qualify each and all of Seller’s
representations and warranties to the extent that it is readily apparent that such fact, circumstance, or matter disclosed on
such schedule is applicable to such other representation or warranty and, if such requirement is satisfied, Buyer shall not be
entitled to claim that any such fact, circumstance or matter constitutes a breach of any of Seller’s representations or
warranties contained herein.


 


ARTICLE
IV 


PRE-CLOSING
COVENANTS AND AGREEMENTS


 


Section
4.01         Pre-Closing Covenants and Agreements of Seller. Seller
covenants and agrees with Buyer as follows:


 


(a)          Upon
execution of this Agreement, Seller will make the Records available to Buyer for examination at a location designated by Seller
and subject to such other reasonable limitations as Seller may require.


 




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(b)          Prior
to the Closing Date and, with respect to non-operated Assets, subject to any necessary third party operator approval and Buyer’s
execution of any agreement required by such third party operator, Seller shall permit Buyer and its representatives at reasonable
times and at Buyer’s sole risk, cost and expense, to conduct reasonable inspections of the Assets (including an environmental
assessment); provided, however, Buyer shall repair any damage to the Assets resulting from such inspections and BUYER SHALL INDEMNIFY,
DEFEND AND HOLD HARMLESS SELLER AND ITS PARTNERS, SUBSIDIARIES AND AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES OR CAUSES OF ACTION ARISING FROM THE INSPECTION OF THE ASSETS BY BUYER
OR ITS CONTRACTORS, AGENTS, CONSULTANTS OR REPRESENTATIVES, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR PROPERTY DAMAGES, PERSONAL
INJURIES OR DEATH, BUT EXCLUDING ANY LOSSES OR CAUSES OF ACTIONS AS A RESULT OF SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 


(c)          During
the period from the date of this Agreement to the Closing, Seller agrees, unless specifically waived by Buyer in writing, as follows:


 


(i)          Subject
to the provisions of applicable operating and other agreements, Seller shall cause EnerVest Operating, L.L.C. to operate, maintain
and administer the Assets in a good and workmanlike manner, consistent with its past practices as a reasonably prudent operator
and shall maintain, or cause to be maintained, the existing insurance with respect to the Assets.


 


(ii)         Except
for emergency action taken in the face of risk to life, property or the environment (in which case Seller shall promptly notify
Buyer of the cause, the amount expended and contracts and commitments relating to same), Seller shall submit to Buyer for prior
written approval, which approval shall not be unreasonably withheld, all requests for capital expenditures and all proposed new
contracts and agreements relating to the Assets that involve individual commitments of more than Fifty Thousand Dollars ($50,000.00),
net to Seller’s interest.


 


(iii)        Seller
will not sell, farmout, encumber or dispose of any of the Assets, except pursuant to existing preferential purchase rights that
are exercised prior to the Closing.


 


(iv)        Seller
will not enter into any material new contract affecting the Assets or modify, amend in any material respect or terminate any Lease
or existing Contract or enter into any new sales contracts or supply contracts with a term of more than thirty (30) calendar days.


 


(v)         Seller
will not settle any claim, action or proceeding relating to the Assets that is in excess of Fifty Thousand Dollars ($50,000.00),
net to Seller’s interest, without Buyer’s written consent, which consent shall be timely and shall not be unreasonably
withheld.


 


(vi)        Seller
will not plug any Well capable of production of hydrocarbons in commercial quantities.


 


(d)          Buyer
acknowledges that Seller owns an undivided interest in certain of the Assets, and Buyer agrees that the acts or omissions of the
other working interest owners who are not affiliated with Seller shall not constitute a violation of the provisions of this Section
4.01, nor shall any action required by a vote of working interest owners constitute such a violation so long as Seller has
voted its interest in a manner that complies with the provisions of this Article IV.


 




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Section
4.02         Pre-Closing Covenants and Agreements of Buyer. Buyer
covenants and agrees with Seller that Buyer shall maintain its status as a limited partnership and shall assure that as of the
Closing Date it will not be under any material partnership or contractual restriction that would prohibit or delay the timely
consummation of the transaction contemplated herein.


 


Section
4.03         Preferential Rights and Consents.


 


(a)          Within
five (5) Business Days after execution of this Agreement, Seller shall send notices to the holders of preferential rights or consents
to assign under joint operating agreements (which consents, for purposes of this Agreement, shall be treated as preferential rights
under Section 4.03(b) through (d) below) applicable to the transactions contemplated hereby. The form and content
of all solicitations for the waivers affecting the Assets shall be determined by Seller, after consultation with Buyer, and shall
not be inconsistent with any of the terms of this Agreement.


 


(b)          In
the event a third party exercises an applicable preferential right to purchase any of the Assets prior to the Closing Date (and
does not, prior to the Closing, subsequently waive such preferential purchase right) or a preferential right has not expired prior
to the Closing Date, the affected Assets shall be removed from this Agreement and the Purchase Price shall be reduced by the Allocated
Value of such Assets. For a period of sixty (60) days after the Closing Date, Seller may, from time to time, notify Buyer in writing
if the holder of such exercised preferential right has withdrawn its exercise thereof or has failed to close or the applicable
preferential right has expired (without challenge or comment from the holder of such preferential right). Within ten (10) Business
Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer, and Buyer shall purchase and accept
from Seller, the affected Assets pursuant to the terms of this Agreement and for the Allocated Value thereof (as adjusted pursuant
to Section 2.03).


 


(c)          If
on the Closing Date preferential purchase rights applicable to any of the Assets have not expired or been waived, the affected
Assets shall be excluded from the Assets delivered at the Closing and the Purchase Price shall be reduced by the Allocated Value
of such Assets. The Parties shall conduct a subsequent closing sixty (60) days after the Closing Date (the “Second Closing”)
with respect to each of the excluded Assets for which the applicable preferential purchase rights have expired or been waived.
If any preferential purchase rights have neither expired nor been waived within sixty (60) days after the Closing Date, the affected
Assets, automatically and without need to amend this Agreement, shall be removed from this Agreement and the Parties shall have
no further obligations to each other with respect to the same, unless Seller and Buyer agree in writing to proceed with a closing
on such Assets.


 




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(d)          If
more than sixty (60) days after the Closing, a third party exercises an applicable preferential right to purchase any of the Assets
of which Seller and Buyer were not aware prior to the expiration of such period, then Buyer shall sell, assign and convey the affected
Asset to such third party and Buyer shall be entitled to receive and collect the proceeds of the purchase, either from such third
party directly or from any Seller Party that receives and collects such proceeds. This provision shall survive the Closing indefinitely.


 


(e)          Seller
will use reasonable efforts to attempt to obtain any other required consents (other than governmental consents
customarily obtained post-Closing, consents under joint operating agreements described in Section 4.03(a) or other
approvals customarily obtained post-Closing) for the valid assignment of any Asset with an Allocated Value of greater than zero
prior to the Closing. If on the Closing Date any such consents have not been obtained, and (i) the failure to obtain such consent
would cause (A) the assignment of the Assets affected thereby to Buyer to be void or voidable, or (B) the termination or loss of
a contract or an Asset under the express terms thereof, or (ii) Seller has been notified that the holder of any such consent right
has rejected or will otherwise not grant such consent, then Buyer shall have the right to elect that any such affected Asset (a
“Hard Consent Asset”) not be transferred to Buyer at Closing. In such
cases, such Hard Consent Asset shall be retained by Seller and the Purchase Price shall be reduced by the Allocated Value of such
Hard Consent Asset. If an unsatisfied consent requirement with respect to a Hard Consent Asset for which an adjustment is made
to the Purchase Price is subsequently satisfied prior to the date that is sixty (60) days after the Closing, the Parties
shall include such Hard Consent Asset in the Second Closing at which (y) Seller shall convey such Hard Consent Asset to Buyer in
accordance with this Agreement, and (z) Buyer shall pay an amount equal to the Allocated Value of such Hard Consent Asset to Seller.
If such consent requirement is not satisfied within sixty (60) days after the Closing, the affected Hard Consent Assets, automatically
and without need to amend this Agreement, shall be removed from this Agreement and the Parties shall have no further obligations
to each other with respect to the same, unless Seller and Buyer agree in writing to proceed with a closing on such Hard Consent
Assets. If on the Closing Date any other consents (other than consents relating to Hard Consent Assets) have not been obtained
the affected Assets nevertheless shall be delivered at the Closing and the Allocated Value therefor shall be included in the Purchase
Price, but after the Closing Seller shall continue its efforts to obtain such consents on a case by case basis as agreed upon by
Buyer and Seller.


 


Section
4.04         Casualty Loss. If, subsequent
to the date of this Agreement and prior to the Closing, all or any portion of the Assets are (i) destroyed by fire or other casualty
or (ii) are taken in condemnation or under the right of eminent domain (or proceedings for such purposes are pending or threatened)
(collectively, “Casualty Loss”), Buyer shall purchase the affected Assets notwithstanding any such Casualty
Loss and the Purchase Price shall not be adjusted. At the Closing Seller shall pay to Buyer all sums paid to Seller by third parties
by reason of the Casualty Loss, and shall assign, transfer and set over or surrogate unto Buyer all of the right, title and interest
of Seller in and to any unpaid awards or other payments from third parties arising out of the Casualty Loss. Seller shall not
voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss without first obtaining the written
consent of Buyer, such consent not to be unreasonably withheld.


 




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ARTICLE
V 


TITLE
MATTERS


 


Section
5.01         Definitions.


 


(a)          The
term “Defensible Title” shall mean such title held by each Seller Party on the Effective Time which, except
for and subject to the Permitted Encumbrances: (i) entitles each Seller Party to receive its Ownership Share as to each Property
of not less than the Net Revenue Interest set forth on Schedule 5.01(a) of the Products produced and saved from such Property
for the life of such Property; (ii) obligates each Seller Party to bear its Ownership Share of costs and expenses relating to the
drilling, maintenance, development, operation and plugging and abandonment of a Property in an amount not greater than the Working
Interest set forth in Schedule 5.01(a) for such Property (unless there is a proportionate increase in the corresponding
Net Revenue Interest) for the life of such Property; and (iii) is free and clear of liens, mortgages, charges, encumbrances, security
agreements, interests, claims, defects and similar burdens.


 


(b)          The
term “Permitted Encumbrances,” as used herein, means:


 


(i)          lessors’
royalties, overriding royalties, unitization and pooling designations and agreements, reversionary interests and similar burdens
that do not reduce the Net Revenue Interest for any Property below that shown on Schedule 5.01(a) for such Property or increase
the Working Interest for any Property above that set forth on Schedule 5.01(a) for such Property without a proportionate
increase in the corresponding Net Revenue Interest;


 


(ii)         third
party consents required for the transfer of any of the Assets which (i) are obtained prior to the Closing, (ii) if not obtained
do not cause the affected Asset to be a Hard Consent Asset, or (iii) are required consents, notices to, filings with, or other
actions by governmental entities which are customarily obtained post-Closing;


 


(iii)        preferential
rights to purchase all or any portion of the Assets that are set forth on Schedule 3.01(n);


 


(iv)        easements,
rights-of-way, servitudes, licenses and permits on, over, across or in respect of any of the Assets not materially interfering
with the operation, exploration, development, value or use of any Assets;


 


(v)         materialmen’s,
mechanics’, repairmen’s, employees’, contractors’, operators’, tax and other similar liens or charges
arising in the ordinary course of business incidental to the construction, maintenance or operation of any of the Assets: (A) if
they have not been filed pursuant to law; or (B) if filed, they have not yet become due and payable; and


 


(vi)        any
other liens, charges, encumbrances, contracts, agreements, instruments, obligations, defects or irregularities of any kind whatsoever
affecting the Assets that, individually or in the aggregate, (i) do not materially reduce the value of or materially interfere
with the use, ownership or operation of the Assets subject thereto or affected thereby, (ii) would be accepted by a reasonably
prudent purchaser engaged in the business of owning and operating oil and gas properties, (iii) do not prevent Seller from receiving
the proceeds of production, and (iv) do not operate to: (A) reduce the Net Revenue Interest for any Property below that set forth
on Schedule 5.01(a) for such Property; or (B) increase the Working Interest for any Property above that set forth on Schedule
5.01(a) for such Property without a proportionate increase in the corresponding Net Revenue Interest.


 




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(c)          The
term “Title Defect” as used herein shall mean any encumbrance or defect in Seller’s title to the Leases
that renders a Seller Party’s title to the Leases to be less than Defensible Title.


 


(d)          The
term “Title Benefit” as used herein shall mean any condition that (i) entitles a Seller Party to receive as
to a Property set forth in Schedule 5.01(a) a greater Net Revenue Interest than that set forth on Schedule 5.01(a)
for such Property; or (ii) obligates a Seller Party to bear costs and expenses relating to the drilling, maintenance, development
and operation and plugging and abandonment of a Property in an amount less than the Working Interest set forth in Schedule 5.01(a)
for such Property, unless there is a proportionate decrease in the corresponding Net Revenue Interest.


 


Section
5.02         Title Defect Adjustments.


 


(a)          No
action (including no adjustment to the Purchase Price) shall be required under Section 5.02(c) below in respect of any individual
Title Defect unless the value of such Title Defect equals or exceeds a threshold of One Thousand Five Hundred Dollars ($1,500.00)
with respect to a Property. With respect to all Title Defects meeting such threshold, no action (including no adjustment to the
Purchase Price) shall be required under Section 5.02(c) except and only to the extent that the aggregate value of all such
Title Defects and all timely asserted Adverse Environmental Conditions meeting the individual claim threshold set forth in Section
6.02(a), net of all Title Benefit Offsets, exceeds a deductible equal to one percent (1%) of the Purchase Price as to both
Seller Parties.


 


(b)          Buyer
shall give Seller written notice of any Title Defects alleged by Buyer at least three (3) days prior to the Closing Date. Such
notice (a “Defect Notice”) shall be in writing and shall include: (i) a description of each Title Defect; (ii)
the Allocated Value of the Properties affected by each Title Defect; (iii) the amount by which Buyer believes the Allocated Value
of each of such Properties has been reduced because of each Title Defect, and (iv) documentation or other evidence reasonably supporting
Buyer’s assertion of each Title Defect and the reduction in Allocated Value asserted pursuant to the preceding clause (iii)
with respect thereto. For the purposes of this Article V, Buyer shall be deemed to have waived all Title Defects of which
Seller has not been given timely notice and all Title Defects that do not meet the requirements set forth in Section 5.02(a).
All adjustments to the Purchase Price based on Title Defects will be based on the Allocated Values attributable to the affected
Properties. Upon timely delivery of a Defect Notice under this Section 5.02, Buyer and Seller Party will in good faith negotiate
the validity of the Title Defect and the amount of any adjustment to the Purchase Price using the following criteria:


 




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(i)          If
the alleged Title Defect is based on owning a Net Revenue Interest in a Property which is less than the Net Revenue Interest percentage
necessary for the Seller Party to have had Defensible Title in such Property, then a downward adjustment to the Purchase Price
shall be calculated by multiplying the Allocated Value set forth on Schedule 5.01(a) for such Property by a fraction, the
numerator of which is an amount equal to the Net Revenue Interest percentage necessary for the Seller Party to have had Defensible
Title to such Property, less the Net Revenue Interest to which the Seller Party is actually entitled taking such Title Defect into
account, and the denominator of which is the Net Revenue Interest percentage necessary for the Seller Party to have had Defensible
Title to such Property. 


 


(ii)         If
the Title Defect is based on a lien upon a Property that is liquidated in amount, then the adjustment is the lesser of the amount
necessary to remove such lien from the affected Property or the Allocated Value of the affected Property.


 


(iii)        If
the Title Defect is based on an obligation, burden or liability upon a Property for which the Buyer’s economic detriment
is not liquidated but can be estimated with reasonable certainty, then, subject to the other provisions hereof, the adjustment
is the lesser of the amount necessary to compensate Buyer for the adverse economic effect on the affected Property
or the Allocated Value of the affected Property.


 


(c)          Subject
to the limitations contained in Section 5.02(a), a Property affected by a Title Defect shall be excluded from the Assets
to be purchased by Buyer hereunder and the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Property
unless, prior to one (1) day before the Closing Date, either: (i) the Title Defect has been cured by Seller to the reasonable satisfaction
of Buyer; (ii) Buyer agrees to waive the relevant Title Defect and purchase the affected Asset(s) notwithstanding such Title Defect;
or (iii) Buyer and Seller agree upon a reduction of the Purchase Price with respect to such Title Defect.


 


(d)          With
respect to any property affected by a Title Defect which is excluded from the Assets pursuant to Section 5.02(c), the Seller
shall have sixty (60) days after the Closing to cure any such Title Defect, and to the extent that such Title Defect is cured to
Buyer’s reasonable satisfaction, the Parties shall include in the Second Closing each of the excluded Assets for which the
Title Defects have been cured. If any Title Defects have not been cured by the date of the Second Closing, the affected Assets,
automatically and without need to amend this Agreement, shall be removed from this Agreement and the Parties shall have no further
obligations to each other with respect to the same, unless Seller and Buyer agree in writing to proceed with a closing on such
Assets.


 




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Section
5.03         Title Benefit Offsets.
Buyer shall promptly notify each Seller Party of any Title Benefits identified by Buyer prior to the Closing, such notice to include
a description of the Title Benefit and the Properties affected. Each Seller Party shall give Buyer written notice of any Title
Benefits alleged by each Seller Party at least ten (10) days prior to the Closing Date. Such notice (a “Benefit Notice”)
shall be in writing and shall include: (i) a description of each Title Benefit; (ii) the Allocated Value of the Properties affected
by each Title Benefit; (iii) the amount by which each Seller Party believes the value of each of such Properties has been increased
because of each Title Benefit, and (iv) documentation or other evidence reasonably supporting each Seller Party’s assertion
of each Title Benefit and the increase in value asserted pursuant to the preceding clause (iii) with respect thereto. The upward
adjustment to the Purchase Price in respect of each Title Benefit shall be determined in the same manner as provided in Section
5.02 with respect to Title Defects. Each Seller Party shall be deemed to have waived all Title Benefits of which Buyer has
not been given timely notice. A Property affected by a Title Benefit shall be excluded from the Assets to be purchased by Buyer
hereunder and the Purchase Price shall be reduced by an amount equal to the Allocated Value of such Property unless, prior to
one (1) day before the Closing Date, either (i) each Seller Party agrees to waive the relevant Title Benefit and sell the affected
Asset(s) notwithstanding such Title Benefit or (ii) Buyer and each Seller Party agree upon an adjustment to the Purchase Price
with respect to such Title Benefit (a “Title Benefit Offset”). All Title Benefit Offsets shall be netted against
the value of Title Defects and Adverse Environmental Conditions as provided in Sections 5.02(c) and 6.02(c). Upon
a timely delivery of a Benefit Notice under this Section 5.03, Buyer and Seller will in good faith negotiate the validity
of the claim and the amount of any adjustment to the Purchase Price; provided that, (y) no action (including no adjustment
to the Purchase Price) shall be required under this Section 5.03 in respect of any individual Title Benefit unless the
value of such Title Benefit Offset equals or exceeds a threshold of One Thousand Five Hundred Dollars ($1,500.00) with respect
to an Oil and Gas Property and (z) with respect to all Title Benefits meeting such threshold, no action (including no adjustment
to the Purchase Price) shall be required under this Section 5.03 except and only to the extent the aggregate value of all such
Title Benefits meeting such threshold, exceeds a deductible equal to one percent (1%) of the Purchase Price as to both Seller
Parties.


 


Section
5.04         Special Warranty of Title. Each Seller Party, individually,
and not jointly, warrants Defensible Title to the Leases and fee minerals included in the Assets unto Buyer, its successors and
assigns, against all claims BY, THROUGH OR UNDER SUCH SELLER PARTY, BUT NOT OTHERWISE.


 


Section
5.05         Limitations. THIS ARTICLE V AND EACH SELLER
PARTY’S SPECIAL WARRANTY OF TITLE IN SECTION 5.04 AND THE ASSIGNMENT AND BILL OF SALE SHALL BE THE SOLE AND EXCLUSIVE
REMEDY AND RIGHT OF RECOVERY THAT BUYER SHALL HAVE AGAINST SELLER WITH RESPECT TO SELLER’S TITLE TO THE ASSETS.


 


ARTICLE
VI 


ENVIRONMENTAL
MATTERS


 


Section
6.01         Adverse Environmental Conditions. An “Adverse
Environmental Condition” means any condition or circumstance of the Assets which is not in compliance with applicable
Environmental Law. “Environmental Law” means all laws, statutes, ordinances, rules and regulations of any governmental
authority pertaining to protection of the environment in effect as of the Effective Time and as interpreted by court decisions
or administrative orders as of the Effective Time in the jurisdiction in which such Asset is located. Environmental Law does not
include good or desirable operating practices or standards that may be employed or adopted by other oil or gas well operators
or merely recommended, but not required, by a governmental authority.


 




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Section
6.02         Adverse Environmental Condition Adjustments.


 


(a)          No
action (including no adjustment to the Purchase Price) shall be required under this Section 6.02 in respect of any individual
Adverse Environmental Condition existing on a Property unless the value of such Adverse Environmental Condition equals or exceeds
a threshold of Twenty Thousand Dollars ($20,000.00) with respect to a Property. With respect to all Adverse Environmental Conditions
meeting such threshold, no action (including no adjustment to the Purchase Price) shall be required under this Section 6.02
except and to the extent that the aggregate value of all such Adverse Environmental Conditions and all timely asserted Title Defects
meeting the individual claim threshold set forth in Section 5.02(a), net of all Title Benefit Offsets, exceeds a deductible
equal to one percent (1%) of the Purchase Price as to both Seller Parties.


 


(b)          Buyer
shall give each Seller Party written notice of any Adverse Environmental Conditions alleged by Buyer at least three (3) days prior
to the Closing Date. Such notice shall be in writing and shall include: (i) a description of each Adverse Environmental Condition;
(ii) the Allocated Value of the Properties affected by each Adverse Environmental Condition; (iii) the expenditures that Buyer
estimates will be required to place the Assets affected by each Adverse Environmental Condition into compliance with applicable
Environmental Law, and (iv) documentation or other evidence reasonably supporting Buyer’s assertion of each Adverse Environmental
Condition and the expenditures provided pursuant to the preceding clause (iii) with respect thereto. For the purposes of this Article
VI, Buyer shall be deemed to have waived all Adverse Environmental Conditions of which Seller has not been given timely notice
hereunder and all Adverse Environmental Conditions that do not meet the requirements set forth in Section 6.02(a).


 


(c)          Subject
to the limitations contained in Section 6.02(a), a Property affected by an Adverse Environmental Condition shall be excluded
from the Assets to be purchased by Buyer hereunder and the Purchase Price shall be reduced by an amount equal to the Allocated
Value of such Property unless, prior to one (1) day before the Closing Date, either: (i) the Adverse Environmental Condition has
been cured by Seller to the reasonable satisfaction of Buyer; (ii) Buyer agrees to waive the relevant Adverse Environmental Condition
and purchase the affected Assets notwithstanding the Adverse Environmental Condition; or (iii) Buyer and Seller agree upon a reduction
of the Purchase Price with respect to such Adverse Environmental Condition. If Seller and Buyer agree to a downward adjustment
to the Purchase Price pursuant to clause (iii) above, said adjustment shall not reflect any costs to remediate to a more stringent
remediation standard than is required by Environmental Laws.


 


Section
6.03         Limitations. THIS ARTICLE VI AND SECTION
9.05(b) SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND RIGHT OF RECOVERY THAT BUYER SHALL HAVE AGAINST SELLER WITH RESPECT TO
ANY ADVERSE ENVIRONMENTAL CONDITIONS OR OTHER MATTER OR CIRCUMSTANCE WITH RESPECT TO THE ASSETS RELATING TO ENVIRONMENTAL LAWS,
THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR PROTECTION OF THE ENVIRONMENT OR HEALTH.


 




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ARTICLE
VII 


CONDITIONS
TO CLOSING


 


Section
7.01         Seller’s Conditions. The obligations of Seller
to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction at or prior to the
Closing, or waiver in writing by Seller, of the following conditions:


 


(a)          All
representations and warranties of Buyer contained in this Agreement, to the extent qualified with respect to materiality, shall
be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects, in
each case as if such representations and warranties were made at and as of the Closing, and Buyer shall have performed and satisfied
in all material respects all covenants and agreements required to be performed and satisfied by it under this Agreement at or prior
to the Closing;


 


(b)          Buyer
shall have provided Seller evidence reasonably satisfactory to Seller that Buyer, as of the Closing is qualified to do business
and to own and operate the Assets in the jurisdictions in which the Assets are located; and


 


(c)          Buyer
shall have delivered (and, immediately prior to Closing, Buyer shall be ready, willing and able to deliver), to Seller at Closing,
all Closing deliveries described in Section 8.03.


 


Section
7.02         Buyer’s Conditions. The obligations of Buyer
to consummate the transactions contemplated by this Agreement at the Closing are subject to the satisfaction at or prior to the
Closing, or waiver in writing by Buyer, of the following conditions:


 


(a)          All
representations and warranties of each Seller Party contained in this Agreement, to the extent qualified with respect to materiality,
shall be true and correct in all respects, and to the extent not so qualified, shall be true and correct in all material respects,
in each case as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and
satisfied in all material respects all covenants and agreements required to be performed and satisfied by it under this Agreement
at or prior to the Closing; and


 


(b)          Seller
shall have delivered (and, immediately prior to Closing, Seller shall be ready, willing and able to deliver), to Buyer at Closing,
all Closing deliveries described in Section 8.03.


 


(c)          Seller
shall have delivered evidence, reasonably satisfactory to Buyer, that the NPORRI Holder has re-conveyed prior to Closing the NPORRI
burdening the Assets, such NPORRI has merged with and into the Assets, and the Assets shall be conveyed to Buyer at Closing free
and clear of such NPORRI.


 




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Section
7.03         Mutual Conditions. The obligations of Buyer and Seller
at the Closing are subject to the satisfaction at or prior to the Closing of the following conditions:


 


(a)          No
suit or proceeding brought by a party other than Buyer, or either Seller Party, shall be pending, nor shall any order have been
entered by any court or governmental agency having jurisdiction over the Parties or the subject matter of this Agreement which
remains in effect at the time of the Closing, that restrains or prohibits or seeks to restrain or prohibit, or seeks damages in
connection with, the purchase and sale contemplated by this Agreement.


 


(b)          All
consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority
required in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby
shall have been obtained or made.


 


(c)          EnerVest
Energy Institutional Fund XI-A, L.P. and EnerVest Energy Institutional Fund XI-WI, L.P., as Seller, and EV Properties, L.P., as
Buyer, and EnerVest Mesa, LLC, as Company, shall have contemporaneously closed on the transactions contemplated by that certain
Membership Interest Purchase Agreement dated of even date herewith (the “Membership Interest Purchase Agreement”).


 


ARTICLE
VIII 


CLOSING


 


Section
8.01         Date of Closing. Unless the Parties agree otherwise
in writing and subject to the conditions stated in this Agreement, the consummation of the transactions contemplated hereby (the
“Closing”) shall be held on or before October 1, 2015 (the “Target Closing Date”). The date
on which the Closing occurs shall be referred to herein as the “Closing Date.” The consummation of the transactions
contemplated in Section 4.03(c), Section 4.03(e) and Section 5.02(d) for the Second Closing shall be held
on or before November 30, 2015. Unless the context requires otherwise, when used in Section 7.01 through Section 7.03
and Section 8.02 and Section 8.03, the terms “Closing” and “Closing Date” shall mean
and refer to the Closing and the Second Closing, as applicable.


 


Section
8.02         Place of Closing. The Closing shall be held at the
offices of Seller in Houston, Texas.


 


Section
8.03         Closing Obligations. At the Closing, the following
events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with
the others:


 


(a)          Seller
and Buyer shall execute, acknowledge and deliver Assignments and Bills of Sale, in sufficient counterparts to facilitate recording,
substantially in the form of Exhibit B attached hereto, assigning the Assets to Buyer;


 


(b)          After
giving effect to the Deposit, plus any interest accrued thereon, which shall be delivered to Seller from the joint control account
at the Deposit Bank in accordance with Section 2.02, Buyer shall deliver to Seller the Preliminary Purchase Price by wire
transfer in immediately available federal funds;


 




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(c)          Seller
and Buyer shall execute, acknowledge and deliver transfer orders or letters in lieu thereof directing all purchasers of production
to make payment to Buyer of proceeds attributable to production from the Assets assigned to Buyer;


 


(d)          Each
Seller Party shall deliver a certificate executed by an authorized officer of such Seller Party certifying on behalf of such Seller
Party that, to the best of such officer’s knowledge, the representations and warranties of such Seller Party set forth in
Section 3.01 hereof, to the extent qualified with respect to materiality, are true and correct in all respects, and to the
extent not so qualified, are true and correct in all material respects, at and as of the Closing and that all obligations of Seller
hereunder that are required to be performed at or prior to the Closing have been performed in all material respects;


 


(e)          Buyer
shall deliver a certificate executed by an authorized officer or representative of Buyer certifying on behalf of Buyer that, to
the best of such officer’s knowledge, the representations and warranties of Buyer set forth in Section 3.02 hereof,
to the extent qualified with respect to materiality, are true and correct in all respects, and to the extent not so qualified,
are true and correct in all material respects, at and as of the Closing and that all obligations of Buyer hereunder that are required
to be performed at or prior to the Closing have been performed in all material respects;


 


(f)          Each
Seller Party shall deliver a certificate duly executed by an authorized officer or representative of such Seller Party, dated as
of the Closing, (i) attaching and certifying on behalf of such Seller Party those instruments authorizing the execution, delivery
and performance by Seller or such Seller Party, as the case may be, of this Agreement and the transactions contemplated hereby;
and (ii) certifying on behalf of such Seller Party the incumbency of each officer or authorized representative of Seller executing
this Agreement or any document delivered at the Closing;


 


(g)          Buyer
shall deliver a certificate duly executed by an authorized officer or representative of Buyer, dated as of the Closing, (i) attaching
and certifying on behalf of Buyer those instruments authorizing the execution, delivery and performance by Buyer of this Agreement
and the transactions contemplated hereby; and (ii) certifying on behalf of Buyer the incumbency of each officer or authorized representative
of Buyer executing this Agreement or any document delivered at the Closing;


 


(h)          Each
Seller Party shall deliver a certificate duly executed by an authorized officer or representative of such Seller Party, dated as
of the Closing, certifying as to such Seller Party’s non-foreign status pursuant to, and in conformity with the requirements
of, Treasury Regulation Section 1.1445-2 of the Internal Revenue Code of 1986, as amended;


 




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(i)          Each
Seller Party shall deliver to Buyer a release of all liens and encumbrances from the lenders under any credit facilities of such
Seller Party and from the holders of any other mortgages, deeds of trust, security agreements or comparable security interests
on title created by, through, or under such Seller Party (other than with respect to Permitted Encumbrances); and


 


(j)          Each
Party shall execute and deliver any and all other original instruments, documents and other items reasonably necessary to effectuate
the terms of this Agreement, as may be reasonably requested by another Party.


 


ARTICLE
IX 


OBLIGATIONS
AFTER CLOSING


 


Section
9.01         Post-Closing Adjustment Procedure. As soon as reasonably
practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement
(the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section
2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement
during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit
Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller
a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement
as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding
on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute)
will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating
to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s
written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final
adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th)
day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting
firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting
Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The
Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either
Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally
the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as
determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further
review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amount on the Final Settlement Statement
shall be made within five (5) Business Days after the earlier of (i) the date such amount is agreed, or deemed agreed, by the
Parties and (ii) the date the Parties receive the Accounting Referee’s decision (such earlier date being the “Final
Settlement Date”).


 


Section
9.02         Allocation of Revenues. Seller shall be entitled to
all operating revenues (and related accounts receivable) attributable to the Assets to the extent the foregoing relate to the
period of time prior to the Effective Time and Buyer shall be entitled to all operating revenues (and related accounts receivable)
attributable to the Assets to the extent the foregoing relate to the period of time from and after the Effective Time. Except
for amounts accounted for in connection with the Preliminary Settlement Statement or the Final Settlement Statement, (a) if Buyer
receives any funds to which Seller is entitled pursuant to the preceding sentence, then Buyer shall promptly, and in no event
more than thirty (30) days after receipt, deliver such funds to Seller and (b) if Seller receives any funds to which Buyer is
entitled pursuant to the preceding sentence, then Seller shall promptly, and in no event more than thirty (30) days after receipt,
deliver such funds to Buyer.


 




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Section
9.03         Files and Records. As
soon as practicable, but in any event within ten (10) days after the Closing Date, Seller shall deliver the Records to Buyer (other
than division order files, which will be delivered within thirty (30) days following the Closing). Seller shall furnish originals
of paper files to the extent they are maintained in the normal course of business. If any related file information is maintained
as imaged documents, this data will be delivered to Buyer on CD format for Buyer to print the documents or load to an imaging
system. Seller, at its sole cost, shall have the right to make copies of all Records delivered to Buyer. Buyer shall retain, or
shall cause its assigns to retain, the Records and make them available to Seller for seven (7) full calendar years following the
Closing Date, in Buyer’s office during normal business hours. If Buyer desires to destroy any portion of the Records within
such seven (7) year period, it shall notify Seller prior to such destruction and provide Seller an opportunity to take possession
of the Records to be destroyed, at Seller’s expense.


 


Section
9.04         Buyer’s Assumed Obligations and Release. If
Closing occurs, subject to Seller’s indemnification obligations under Section 9.05(b):


 


(a)          BUYER
EXPRESSLY AGREES TO ASSUME RESPONSIBILITY FOR AND AGREES TO PAY, PERFORM, FULFILL AND DISCHARGE ALL CLAIMS, COSTS, EXPENSES, LIABILITIES
AND OBLIGATIONS ACCRUING OR RELATING TO OWNING, DEVELOPING, EXPLORING, OPERATING AND MAINTAINING THE ASSETS, WHETHER RELATING TO
PERIODS BEFORE OR AFTER THE EFFECTIVE TIME, INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL CLAIMS, WHETHER ARISING OR ACCRUING
BEFORE OR AFTER THE EFFECTIVE TIME, REGARDLESS OF THE NEGLIGENCE OR STRICT LIABILITY OF SELLER (THE “ASSUMED OBLIGATIONS”).
AS USED HEREIN, “ENVIRONMENTAL CLAIMS” MEANS ALL CLAIMS OR DEMANDS, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR
PROPERTY DAMAGE, PERSONAL INJURY, WRONGFUL DEATH, AND NATURAL RESOURCE DAMAGE ARISING (OR ALLEGED TO ARISE) FROM OR RELATED TO
ADVERSE ENVIRONMENTAL CONDITIONS WITH RESPECT TO THE ASSETS OR OTHERWISE RELATING TO THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION
IN, ON, UNDER OR FROM THE ASSETS OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, SOLID WASTES, OR
POLLUTANTS.


 




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(b)          BUYER
HEREBY RELEASES AND DISCHARGES ANY AND ALL CLAIMS AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, WHETHER NOW EXISTING OR ARISING IN THE
FUTURE, CONTINGENT OR OTHERWISE, AGAINST SELLER WITH RESPECT TO ANY OF THE ASSUMED OBLIGATIONS, INCLUDING, WITHOUT LIMITATION,
ANY ENVIRONMENTAL CLAIMS OR ADVERSE ENVIRONMENTAL CONDITIONS, INCLUDING, BUT NOT LIMITED TO, MATTERS OR CIRCUMSTANCES RELATING
TO ENVIRONMENTAL LAWS, THE DISPOSAL, RELEASE, DISCHARGE OR EMISSION OF HYDROCARBONS, HAZARDOUS SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS
MATERIALS, SOLID WASTES, OR POLLUTANTS INTO THE ENVIRONMENT OR PROTECTION OF THE ENVIRONMENT OR HEALTH. BUYER EXPRESSLY ASSUMES
THE RISK THAT THE ASSETS MAY CONTAIN WASTE MATERIALS, INCLUDING NATURALLY OCCURRING RADIOACTIVE MATERIALS, HYDROCARBONS, HAZARDOUS
SUBSTANCES, HAZARDOUS WASTES, HAZARDOUS MATERIALS, ASBESTOS, SOLID WASTES, OR POLLUTANTS, AND THAT ADVERSE PHYSICAL CONDITIONS,
INCLUDING, BUT NOT LIMITED TO, THE PRESENCE OF UNKNOWN ABANDONED OIL AND GAS WELLS, WATER WELLS, SUMPS AND PIPELINES MAY NOT HAVE
BEEN REVEALED BY BUYER’S INVESTIGATION.


 


(c)          WITHOUT
LIMITING THE GENERALITY OF ANY OF THE FOREGOING, IF CLOSING OCCURS, BUYER, FROM AND AFTER CLOSING, ACCEPTS SOLE RESPONSIBILITY
FOR AND AGREES TO PAY ALL COSTS AND EXPENSES ASSOCIATED WITH PLUGGING AND ABANDONMENT OF ALL WELLS, DECOMMISSIONING OF ALL FACILITIES,
AND CLEARING AND RESTORATION OF SITES ASSOCIATED WITH THE ASSETS.


 


Section
9.05         Indemnification. From and after the Closing:


 


(a)          BUYER
SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (“SELLER INDEMNIFIED
PARTIES”) AGAINST ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, SUITS, COSTS, EXPENSES, LIABILITIES AND SANCTIONS OF EVERY KIND
AND CHARACTER, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, COURT COSTS AND COSTS OF INVESTIGATION, WHICH ARISE
FROM OR IN CONNECTION WITH (i) ANY ASSUMED OBLIGATION, OR (ii) BUYER’S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR
COVENANTS HEREIN.


 


(b)          SELLER
SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS BUYER, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (“BUYER INDEMNIFIED
PARTIES”) AGAINST ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, SUITS, COSTS, EXPENSES, LIABILITIES AND SANCTIONS OF EVERY KIND
AND CHARACTER, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, COURT COSTS AND COSTS OF INVESTIGATION, WHICH ARISE
FROM OR IN CONNECTION WITH SELLER’S BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS HEREIN.


 




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Section
9.06         Survival; Limitations on Indemnification.


 


(a)          The
representations and warranties of Seller contained in Section 3.01(f) through Section 3.01(o) shall survive the Closing
and expire at 5:00 p.m. Central Time on December 31, 2015. The remainder of the representations, warranties, covenants and agreements
shall survive indefinitely unless expressly stated to survive for a shorter period of time. Representations, warranties, covenants
and agreements shall be of no further force and effect after the date of their expiration.


 


(b)          The
indemnification obligations under Section 9.05 shall terminate as of the termination date of each respective representation,
warranty, covenant or agreement that is subject to indemnification, except in each case as to claims with respect to which a Claim
Notice has been delivered in accordance with Section 9.07 prior to such termination date. Buyer’s indemnification
obligations under Section 4.01(b) shall continue without time limit.


 


(c)          Notwithstanding
anything to the contrary contained herein, Seller shall have no obligation to indemnify Buyer under this Agreement unless, and
then only to the extent that, the aggregate losses, damages, claims, demands, suits, costs, expenses, liabilities and sanctions
to which Buyer would be entitled to indemnification (but for the provision of this Section 9.06(c)) exceeds a deductible
equal to Two Hundred Fifty Thousand Dollars ($250,000.00).


 


(d)          Notwithstanding
anything to the contrary contained herein, Seller’s aggregate liability under this Agreement in respect of all breaches of
its representations, warranties and covenants contained herein shall not exceed twenty-five percent (25%) of the Purchase Price.


 


(e)          Neither
Party shall have any obligation under Section 9.05 with respect to any amount finally agreed in the Final Settlement Statement
pursuant to Section 9.01, provided such Party has paid all amounts due from it in accordance therewith.


 


Section
9.07         Indemnification Procedures. All claims for indemnification
under this Agreement shall be asserted and resolved pursuant to this Section 9.07. Any person claiming indemnification
hereunder is hereinafter referred to as the “Indemnified Party” and any person against whom such claims are
asserted hereunder is hereinafter referred to as the “Indemnifying Party.” In the event that any claims are
asserted against or sought to be collected from an Indemnified Party by a third party, and a Party wishes to assert a claim for
indemnity hereunder such Party shall with reasonable promptness provide to the Indemnifying Party a written notice of the indemnity
claim it wishes to assert on behalf of itself or another Indemnified Party, including the specific details of and specific basis
under this Agreement for its indemnity claim (a “Claim Notice”). A Party seeking indemnity by an Indemnifying
Party hereunder shall provide its Claim Notice promptly after such Party has actual knowledge of the claim for which it seeks
indemnification and shall enclose a copy of all papers (if any) served by a third party on the applicable Indemnified Party with
respect to the claim; provided that the failure of any Party to give notice of a claim as provided in this Section shall not relieve
the Indemnifying Party of its obligations under this Agreement except to the extent such failure results in insufficient time
being available to permit the Indemnifying Party to effectively defend against the claim or otherwise prejudices the Indemnifying
Party’s ability to defend against the claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate
with the Indemnifying Party and its counsel in contesting any claims that the Indemnifying Party elects to contest. Such cooperation
shall include, without limitation, the retention and provision to the Indemnifying Party of all records and other information
that are reasonably relevant to the claims at issue. No claim may be settled or otherwise compromised without the prior written
consent of the Indemnifying Party. No claim may be settled or compromised by the Indemnifying Party without the prior written
consent of the Indemnified Party unless such settlement or compromise (i) entails a full and unconditional release of the Indemnified
Party (and any other members of the Indemnified Party’s group, i.e., all Seller Indemnified Parties or all Buyer Indemnified
Parties) without any admission or finding of fault or liability and (ii) does not impose on the Indemnified Party any material
non-financial obligation or any financial obligation that is not fully paid by the Indemnifying Party.


 




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Section
9.08         Suspense Funds. The responsibility for payment of
amounts held in suspense by Seller for periods prior to the Effective Time as to any of the Assets (such as suspended royalties
held in the ordinary course of business as a result of title defects or changes of ownership) and the funds so held shall be transferred
to Buyer at the Closing Date (along with all reasonable supporting documentation to the extent in Seller’s possession).
After such time, any items accruing to suspense on account of production from the Assets shall be the responsibility of Buyer.
From and after the Closing Date, Buyer shall assume all responsibility for such accounts and shall indemnify and hold Seller harmless
from any claim or liability with respect thereto.


 


Section
9.09         Recordation and Post-Closing Consents. After the Closing,
Buyer shall be responsible for filing and recording the documents associated with assignment of the Assets to Buyer and for all
costs and fees associated therewith, including filing the assignments with appropriate federal, state and local authorities as
required by law and in all applicable counties. As soon as practicable after recording or filing, Buyer shall furnish Seller all
recording data and evidence of all required filings. Buyer shall be responsible for obtaining all consents and approvals of governmental
entities or authorities customarily obtained subsequent to transfer of title and all costs and fees associated therewith.


 


Section
9.10         Taxes.


 


(a)          Real
and Personal Property Taxes. Pursuant to Section 2.03, all ad valorem taxes, real property taxes and personal property
taxes (“Real and Personal Property Taxes”) for the year in which the Effective Time occurs shall be apportioned
as of the Effective Time between Seller and Buyer. For any year in which an apportionment is required, Buyer shall file all required
reports and returns incident to these taxes assessed for the year in which the Effective Time occurs that are not paid by Seller
as of the Closing Date.


 


(b)          Sales
and Other Transfer Taxes. The Purchase Price does not include any sales taxes or other transfer taxes imposed in connection
with the sale of the Assets. Buyer shall pay any sales tax or other transfer tax, as well as any applicable conveyance, transfer
and recording fee and real estate transfer stamps or taxes imposed on the transfer of the Assets pursuant to the Agreement. If
Buyer is of the opinion that it is exempt from the payment of any such sales tax or transfer tax, Buyer shall furnish to Seller
the appropriate tax exemption certificate.


 




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(c)          Tax
Proceedings. In the event Buyer receives notice of any examination, claim, adjustment or other proceeding relating to the liability
for taxes with respect to any period prior to the Effective Time, Buyer shall notify Seller in writing within thirty (30) days
of receiving notice thereof. The Parties shall cooperate with each other and with their respective affiliates in the negotiations
and settlement of any proceeding described in this Section 9.10.


 


(d)          Purchase
Price Allocation. The allocation of Purchase Price provided for on Schedule 5.01(a) is intended to comply with the allocation
method required by Section 1060 of the Internal Revenue Code. Buyer and Seller shall cooperate to comply with all substantive and
procedural requirements of Section 1060 and regulations thereunder, including without limitation the filing by Buyer and Seller
of an IRS Form 8594 with their federal income tax returns for the taxable year in which the Closing occurs. Buyer and Seller agree
that each will not take for income tax purposes, or permit any affiliate to take, any position inconsistent with the allocation
of Purchase Price prescribed on Schedule 5.01(a).


 


Section
9.11         Material Contracts. The
Parties believe that Buyer already is a party to and/or a participant in all of the Material Contracts. If at any time after the
Effective Time, the Parties discover that Buyer is not a party to and/or a participant in a Material Contract, then Seller shall
take all commercially reasonable and necessary steps (including the execution of any required documents) to cause Buyer to become
a party to and/or a participant in such Material Contract or to cause the counterparty(ies) to such Material Contract to consent
to the assignment of such Material Contract to Buyer. To the extent that any such joinder or consent cannot be obtained, Seller
will use its commercially reasonable efforts and take such actions as may be reasonably possible without violation or breach of
any such Material Contract to effectively grant to Buyer the economic benefits of, and impose upon Buyer the economic burdens
of such Material Contract.


 


ARTICLE
X 


TERMINATION
OF AGREEMENT


 


Section
10.01         Termination. This Agreement and the transactions
contemplated hereby may be terminated prior to the Closing as follows:


 


(a)          By
Seller if any of the conditions set forth in Section 7.01 are not satisfied in all material respects or waived as of the
Target Closing Date;


 


(b)          By
Buyer if the conditions set forth in Section 7.02 are not satisfied in all material respects or waived as of the Target
Closing Date;


 


(c)          By
Buyer or Seller if the conditions set forth in Section 7.03 are not satisfied or waived as of the Target Closing Date;


 




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(d)          By
Seller if the Closing has not occurred by October 15, 2015 (provided that Seller is not at the time of such termination in material
breach of any of its representations, warranties, or covenants under this Agreement);


 


(e)          By
Buyer if the Closing has not occurred by October 15, 2015 (provided that Buyer is not at the time of such termination in material
breach of any of its representations, warranties, or covenants under this Agreement);


 


(f)          By
Buyer or Seller if the aggregate of all Title Defects meeting the individual claim threshold set forth in Section 5.02(a),
all timely asserted Adverse Environmental Conditions meeting the individual claim threshold set forth in Section 6.02(a),
net of all Title Benefit Offsets as set forth in Section 5.03, the Allocated Value of all Properties affected by Casualty
Loss, the Allocated Value of all Properties removed from the Assets at the Closing as a result of the exercise of preferential
rights and the Allocated Value of all Properties that are Hard Consent Assets exceeds twenty-five percent (25%) of the Purchase
Price; or


 


(g)          At
any time by the mutual written agreement of Buyer and Seller.


 


Section
10.02         Liabilities Upon Termination or Breach.


 


(a)          In
the event that the Closing does not occur as a result of a Party exercising its right to terminate pursuant to Section 10.01,
then except as set forth in Section 10.02(b), this Agreement shall become null and void and no Party shall have any further
rights or obligations hereunder; provided that, the provisions of Sections 11.02 (Expenses), 11.03 (Notices),
11.04 (Amendments; Waiver), 11.06 (Announcements), 11.07 (Governing Law; Venue), 11.09 (Parties in
Interest) and this Section 10.02 shall survive any such termination.


 


(b)          If
all of the conditions precedent to the obligations of Buyer hereunder have been met, the transactions contemplated hereby are not
consummated on or before the Target Closing Date because of Buyer’s failure to perform any of its material obligations hereunder
or Buyer’s breach of any representation herein, Seller has performed all of its material obligations hereunder and has not
breached any of its representations herein, and Seller is ready, willing and able to close the transactions contemplated hereby,
then Seller shall have the option to terminate this Agreement, in which case, within three (3) Business Days after the event giving
rise to such termination, Seller shall be entitled to receive the Deposit, plus any interest accrued thereon, from the Deposit
Bank, free of any claims by Buyer with respect thereto, as liquidated damages on account of Buyer’s failure to perform its
obligations hereunder, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform.
Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult
to ascertain with any certainty, (ii) the Deposit, plus any interest accrued thereon, is a reasonable estimate of such actual damages
and (iii) such liquidated damages do not constitute a penalty. Notwithstanding the foregoing, in the event that the transactions
contemplated hereby are not consummated on or before the Target Closing Date as a result of the conditions set forth in Section
7.03(c) not having been satisfied, Seller shall not be entitled to receive the Deposit, plus any interest accrued thereon,
from the Deposit Bank, and instead Buyer shall be entitled to receive the Deposit, plus any interest accrued thereon, from the
Deposit Bank, free of any claims by Seller with respect thereto.


 




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(c)          If
all of the conditions precedent to the obligations of Seller hereunder have been met, the transactions contemplated hereby are
not consummated on or before the Target Closing Date because of Seller’s failure to perform any of its material obligations
hereunder or Seller’s breach of any representation herein, Buyer has performed all of its material obligations hereunder
and has not breached any of its representations herein, and Buyer is ready, willing and able to close the transactions contemplated
hereby, then Buyer shall have the option to (i) terminate this Agreement, in which case, within three (3) Business Days after the
event giving rise to such termination, Buyer shall be entitled to receive the Deposit, plus any interest accrued thereon, from
the Deposit Bank, free of any claims by Seller with respect thereto, and Buyer shall be entitled to receive the Deposit (as defined
therein) under the Membership Interest Purchase Agreement, plus any interest accrued thereon, from the Deposit Bank (as defined
therein), free of any claims by Seller with respect thereto, or (ii) seek specific performance.


 


(d)          If
this Agreement is terminated for any reason other than as set forth in Section 10.02(b) or Section 10.02(c), then
within three (3) Business Days after the event giving rise to such termination, Buyer shall be entitled to receive the Deposit,
plus any interest accrued thereon, from the Deposit Bank, free of any claims by Seller with respect thereto.


 


ARTICLE
XI 


MISCELLANEOUS


 


Section
11.01         Schedules and Exhibits. All schedules and exhibits
to this Agreement are hereby incorporated by reference herein and constitute a part of this Agreement.


 


Section
11.02         Expenses. All fees, costs and expenses incurred by
Buyer or Seller in negotiating this Agreement or in consummating the transactions contemplated by this Agreement shall be paid
by the Party incurring the same, including, without limitation, legal and accounting fees, costs and expenses.


 


Section
11.03         Notices. All notices and communications required
or permitted under this Agreement shall be in writing and any communication or delivery hereunder shall be deemed to have been
duly made when (a) personally delivered to the individual indicated below, (b) if delivered by facsimile transmission to the individual
indicated below, then on the day of transmission if received during business hours or on the next Business Day after transmission
if received after business hours or (c) if mailed to the individual indicated below, when received. Addresses for all such notices
and communication shall be as follows:


 




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	 	If to Seller:	EnerVest Energy Institutional Fund XI-A, L.P.
	 	EnerVest Energy Institutional Fund XI-WI, L.P.
	 	c/o EnerVest, Ltd.
	 	1001 Fannin Street, Suite 800
	 	Houston, Texas  77002
	 	Attention:  Mr. James M. Vanderhider
	 	Telephone:  (713) 659-3500
	 	Facsimile:  (713) 659-3556
	 	Email:  jvanderhider@enervest.net
	 	 
	 	with a copy to:	Reed Smith LLP
	 	711 Main Street, Suite 1700
	 	Houston, Texas 77002
	 	Phone:  (713) 469-3860
	 	Attention:  Gary C. Johnson, Esquire
	 	 
	 	If to Buyer:	CGAS Properties, L.P.
	 	c/o EV Energy Partners, L.P.
	 	1001 Fannin St., Suite 800
	 	Houston, Texas  77002
	 	Attention:  Mr. Michael E. Mercer
	 	Telephone:  (713) 659-3500
	 	Facsimile:  (713) 659-3556
	 	Email:  mmercer@energypartners.com
	 	 
	 	 with a copy to:	Haynes and Boone, LLP
	 	1221 McKinney Street, Suite 2100
	 	Houston, Texas 77010
	 	Phone:  (713) 547-2084
	 	Attention:  Bill Nelson, Esquire  


 


Any Party may,
by written notice so delivered to the other Party, change the address or individual to which delivery shall thereafter be made.


 


Section
11.04         Amendments; Waiver. This Agreement may only be amended
by a written instrument executed by all of the Parties. Any agreement on the part of a Party to any extension or waiver of any
provision hereof shall be valid only if set forth in an instrument in writing signed on behalf of such Party. A waiver by a Party
of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not be construed as a waiver
of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by any Party of the performance
of any act shall not constitute a waiver of the performance of any other act or an identical act required to be performed at a
later time.


 


Section
11.05         Assignment. Neither Party may assign all or any portion
of its rights or delegate all or any portion of its duties hereunder unless it continues to remain liable for the performance
of its obligations hereunder and obtains the prior written consent of the other Party, which consent shall not be unreasonably
withheld.


 




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Section
11.06         Announcements. Except
as may be required by applicable laws or the applicable rules and regulations of any governmental agency or stock exchange, neither
Buyer nor Seller shall, prior to the Closing, issue any press release or other public disclosure concerning this Agreement or
the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably
withheld.


 


Section
11.07         Governing Law; Venue. This Agreement and the transactions
contemplated hereby shall be construed in accordance with, and governed by, the laws of the State of Texas, without giving effect
to its conflicts of law provisions. The Parties stipulate and agree to submit to the jurisdiction and venue of the United States
District Court and the Texas State District Court sitting in Houston, Harris County, Texas with respect to all disputes in any
way relating to, arising under, connected with, or incident to this Agreement.


 


Section
11.08         Entire Agreement. This Agreement (including the Exhibits
hereto) constitutes the entire understanding among the Parties with respect to the subject matter hereof, superseding all negotiations,
prior discussions and prior agreements and understandings relating to such subject matter.


 


Section
11.09         Parties in Interest. This Agreement shall be binding
upon, and shall inure to the benefit of, the Parties hereto, and their respective successors and assigns, and, except as expressly
provided in the indemnity provisions hereof with respect to the Buyer Indemnified Parties and the Seller Indemnified Parties,
nothing contained in this Agreement, express or implied, is intended to confer upon any other person or entity any benefits, rights
or remedies.


 


Section
11.10         Further Assurances. After the Closing, Seller and
Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such instruments, and shall take
such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document,
certificate or other instrument delivered pursuant hereto.


 


Section
11.11         Severability. Invalidity of any provisions in this
Agreement shall not affect the validity of this Agreement as a whole, and in case of such invalidity, this Agreement shall be
construed as if the invalid provision has not been included herein.


 


Section
11.12         Headings; Terminology; Defined Terms. Titles and
headings in this Agreement have been included solely for ease of reference and shall not be considered in interpretation or construction
of this Agreement. All article, section, subsection, clause, schedule and exhibit references used in this Agreement are to articles,
sections, subsections, clauses, schedules and exhibits to this Agreement unless otherwise specified. All schedules and exhibits
attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. Unless the context
of this Agreement clearly requires otherwise (a) the singular shall include the plural and the plural shall include the singular
wherever and as often as may be appropriate, (b) the words “includes” or “including” shall mean “includes
without limitation” and “including without limitation,” (c) the words “hereof,” “hereby,”
“herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and
not any particular section or article in which such words appear and (d) any reference to a statute, regulation, or law shall
include any amendment thereof or any successor thereto. All capitalized terms (including all terms included in ALL CAPS in any
portion of this Agreement) shall have the meaning assigned thereto herein.


 




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Section
11.13         Not to be Construed Against Drafter. Each Party has
had an adequate opportunity to review each and every provision of this Agreement and to submit the same to legal counsel for review
and advice. Based on the foregoing, the rule of construction, if any, that a contract be construed against the drafter shall not
apply to interpretation or construction of this Agreement.


 


Section
11.14         Indemnities and Conspicuousness of Provisions. Except
as expressly provided otherwise in this Agreement, the release, defense, indemnification and hold harmless provisions provided
for in this Agreement shall be applicable whether or not the claims, demands, suits, causes of action, losses, damages, liabilities,
fines, penalties and costs (including attorneys’ fees and costs of litigation) in question arose solely or in part from
the active, passive or concurrent negligence, strict liability, breach of duty (statutory or otherwise), violation of law, or
other fault of any indemnified party, or from any pre-existing defect. The Parties agree that provisions of this Agreement in
“ALL CAPS” or “bold” type satisfy any requirement of the “express negligence rule” and other
requirement at law or in equity that provisions be conspicuously marked or highlighted.


 


Section
11.15         Counterparts of Assignment. The
Assignment and Bill of Sale in the form attached as Exhibit B is intended to assign all of the Assets being assigned pursuant
to this Agreement. Certain Assets that are leased from, or require the approval to transfer by, a governmental entity are conveyed
under the Assignment and Bill of Sale and also are described and covered by other separate assignments made by Seller to Buyer
on officially approved forms, or forms acceptable to such entity, in sufficient multiple originals to satisfy applicable statutory
and regulatory requirements. The interests conveyed by such separate assignments are the same, and not in addition to, the interests
conveyed in the Assignment and Bill of Sale.


 


Section
11.16         Counterpart Execution. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute but one and
the same instrument.


 


Section
11.17         Definitions.


 


(a)          Certain
Definitions. The following terms, as used herein, have the meanings set forth below:


 


(i)          “Business
Day” means a day, other than Saturday or Sunday, on which commercial banks are open for commercial business with the
public in Houston, Texas.


 


(ii)         “Net
Revenue Interest” means the percentage share in all hydrocarbons produced from a Lease after the satisfaction of applicable
lessor royalties, overriding royalties, oil payments and other payments out of or measured by the production of hydrocarbons from
or under such Lease.


 




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(iii)        “NPORRI”
means any net profits overriding royalty interest or similar interest burdening the Assets owned by the NPORRI Holder including,
without limitation, that certain Net Profits Overriding Royalty Interest created by (i) Conveyance of Net Profits Overriding Royalty
Interest dated October 21, 2011 from EnerVest Energy Institutional Fund XI-WI, L.P. to EnerVest Energy Institutional Fund XI-B,
L.P., recorded at RP 079–51–1209, Official Public Records, Harris County, Texas (counterparts or memoranda of which
are recorded in the counties where the Asset are located), as amended and restated by that certain Amended and Restated Conveyance
of Net Profits Overriding Royalty Interest dated November 18, 2011 from EnerVest Energy Institutional Fund XI-WI, L.P. to EnerVest
Energy Institutional Fund XI-B, L.P., recorded at RP 079–88–1456, Official Public Records, Harris County, Texas (counterparts
or memoranda of which are recorded in the counties where the Asset are located), and (ii) Conveyance of Net Profits Overriding
Royalty Interest dated October 21, 2011 from EnerVest Energy Institutional Fund XI-WI, L.P. to EnerVest Energy Institutional Fund
XI-B, L.P., recorded at RP 079–51–1582, Official Public Records, Harris County, Texas (counterparts or memoranda of
which are recorded in the counties where the Asset are located), as amended and restated by that certain Amended and Restated Conveyance
of Net Profits Overriding Royalty Interest dated November 18, 2011 from EnerVest Energy Institutional Fund XI-WI, L.P. to EnerVest
Energy Institutional Fund XI-B, L.P., recorded at RP 079–88–1880, Official Public Records, Harris County, Texas (counterparts
or memoranda of which are recorded in the counties where the Asset are located).


 


(iv)        “NPORRI
Holder” means EnerVest Energy Institutional Fund XI-B, L.P., a Delaware limited partnership, whose address is 1001 Fannin,
Suite 800, Houston, Texas 77002.


 


(v)         “Working
Interest” means the percentage interest in a Lease and all rights and obligations of every kind and character pertinent
thereto or arising therefrom, without regard to any valid lessor royalties, overriding royalties and other burdens against production,
insofar as said interest in such Lease is burdened with the obligation to bear and pay the cost of exploration, development and
operation.


 


(b)          Other
Definitions. The following terms shall have the meanings ascribed to them in the body of this Agreement as set forth below:


 


	Term	 	Section
	Accounting Referee	 	§ 9.01
	Adverse Environmental Condition	 	§ 6.01
	Agreement	 	Preamble
	Allocated Value	 	§ 2.01
	Assets	 	§ 1.02
	Assumed Obligations	 	§ 9.04(a)
	Benefit Notice	 	§ 5.03
	Audit Period	 	§ 9.01
	Buyer	 	Preamble


 




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	Buyer Indemnified Parties	 	§ 9.05(b)
	Casualty Loss	 	§ 4.04(ii)
	Claim Notice	 	§ 9.07
	Closing	 	§ 8.01
	Closing Date	 	§ 8.01
	Contracts	 	§ 1.02(g)
	Defensible Title	 	§ 5.01(a)
	Defect Notice	 	§ 5.02(b)
	Easements	 	§ 1.02(f)
	Deposit	 	§ 2.02
	Deposit Bank	 	§ 2.02
	Effective Time	 	§ 1.03
	EnerVest Institutional Fund	 	Preamble
	EnerVest Working Interest Fund	 	Preamble
	Environmental Claims	 	§ 9.04(a)
	Environmental Law	 	§ 6.01
	Equipment	 	§ 1.02(e)
	Excluded Formation	 	§ 1.03(a)
	Excluded Formation Lands	 	§ 1.03(a)
	Excluded Formation Leases	 	§ 1.03(a)
	Excluded Formation Wells	 	§ 1.03(c)
	Excluded Properties	 	§ 1.03
	Final Settlement Date	 	§ 9.01
	Final Settlement Statement	 	§ 9.01
	Hard Consent Asset	 	§ 4.03(b)
	Indemnified Party	 	§ 9.07
	Indemnifying Party	 	§ 9.07
	Lands	 	§ 1.02(a)
	Leases	 	§ 1.02(a)
	Material Adverse Effect	 	§ 3.01(r)
	Material Contracts	 	§ 3.01(k)
	Membership Interest Purchase Agreement	 	§ 7.03(c)
	Ownership Share	 	Recital
	Parties	 	Preamble
	Party	 	Preamble
	Permitted Encumbrances	 	§ 5.01(b)
	Preliminary Purchase Price	 	§ 2.03©
	Preliminary Settlement Statement	 	§ 2.03(c)


 




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	Production	 	§ 1.02(d)
	Products	 	§ 1.02(d)
	Property	 	§ 2.01
	Purchase Price	 	§ 2.01
	Real and Personal Property Taxes	 	§ 9.10(a)
	Records	 	§ 1.02(i)(v)
	Second Closing	 	§ 4.03(c)
	Seller Indemnified Parties	 	§ 9.05(a)
	Seller Party	 	Preamble
	Seller Party’s knowledge	 	§ 3.01(q)
	Target Closing Date	 	§ 8.01
	Title Benefit	 	§ 5.01(d)
	Title Benefit Offset	 	§ 5.03
	Title Defect	 	§ 5.01(c)
	Units	 	§ 1.02(c)
	Utica, Point Pleasant and Trenton Formations	 	§ 1.03(a)
	Wells	 	§ 1.02(b)


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
each of the Parties has caused this Agreement to be duly executed as of the date first written above.


 


	 	SELLER:
	 	 
	 	ENERVEST ENERGY INSTITUTIONAL FUND XI-A, L.P.
	 	ENERVEST ENERGY INSTITUTIONAL FUND X-IWI, L.P.
	 	 	 
	 	By:	EnerVest, Ltd.
	 	 	Its General Partner
	 	 	 
	 	By:	EnerVest Management GP, L.C.
	 	 	Its General Partner
	 	 	 
	 	By:	/s/ JAMES M. VANDERHIDER
	 	 	James M. Vanderhider
	 	 	Executive Vice President and Chief Financial Officer
	 	 	 
	 	BUYER:
	 	 
	 	CGAS PROPERTIES, L.P.
	 	 	 
	 	By:	EVCG GP, LLC
	 	 	Its General Partner
	 	 	 
	 	By:	/s/ MICHAEL E. MERCER
	 	 	Michael E. Mercer
	 	 	President and Chief Executive Officer


 








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