Certain portions of this exhibit (indicated by “[***]”)
have been omitted pursuant to Item 601(b)(10) of
Regulation S-K. Such excluded information is not material 
and would likely cause competitive harm to the registrant
if publicly disclosed.
​
Exhibit 10.2
​
Execution Version
​
​

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AMENDED AND RESTATED
FIRM GATHERING AND PROCESSING AGREEMENT
This Amended and Restated Firm Gathering and Processing Agreement (this “Agreement”), dated as of May 27, 2022 (the “Signing Date”), but effective for all purposes as of 12:00 a.m. April 1, 2022 (the “Effective Date”), is by and between SN Catarina, LLC, a Delaware limited liability company (“Producer”), and Catarina Midstream, LLC, a Delaware limited liability company (“Gatherer”).  Producer and Gatherer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Producer and Gatherer entered into that certain Firm Gathering and Processing Agreement (the “Original Gathering Agreement”), dated as of October 14, 2015 (the “Original Effective Date”) pursuant to which Gatherer provides certain gathering, transportation, and processing services to Producer;
WHEREAS, the Original Gathering Agreement was subsequently amended by that certain Amendment No. 1 to Firm Gathering and Processing Agreement, dated as of June 30, 2017 (the “First Amendment” and, the Original Gathering Agreement, as amended by the First Amendment, the “Prior Gathering Agreement”); and
WHEREAS, pursuant to Section 17.3 of the Prior Gathering Agreement, the Parties desire to amend and restate the Prior Gathering Agreement in its entirety in accordance with the terms of this Agreement, effective on the Effective Date. 
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Gatherer and Producer hereby agree as follows:
ARTICLE 1​
DEFINITIONS
Section 1.1  Definitions.  As used in this Agreement, the following terms shall have the meanings set forth below:
“ACH” means Automated Clearing House or any successor thereto.

​
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“Affiliate” means, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.  Notwithstanding anything to the contrary herein, in no event shall Gatherer, Evolve or any of their subsidiaries be deemed to be an Affiliate of Producer, Mesquite Energy or any of their subsidiaries.
“Agreement” has the meaning set forth in the preamble.
“AGA” means American Gas Association.
“ANSI” means American National Standards Institute.
“API” means American Petroleum Institute.
“Applicable Law” means, with respect to any Person, all laws, statutes, codes, acts, treaties, ordinances, orders, judgments, writs, decrees, injunctions, rules, regulations, governmental approvals, licenses and permits, directives and requirements of all Governmental Authorities, including all official interpretations thereof by any such Governmental Authorities, as in effect at any time or from time to time and, in each case, applicable to or binding upon such Person.
“Assumed Obligations” has the meaning set forth in Article ‎13.
“Barrel” and “Bbl” mean 42 U.S. liquid Gallons.
“BLS” has the meaning set forth in Section ‎5.3.
“Btu” means a British thermal unit, which is the amount of heat required to raise the temperature of one pound of pure water from fifty-nine degrees (59°) Fahrenheit to sixty degrees (60°) Fahrenheit.
“Business Day” means any Day on which the Federal Reserve member banks in Houston, Texas are open for business.
“Central Prevailing Time” means Central Standard Time or Central Daylight Time in effect in Houston, Texas, as in effect at the time of determination.
“CGP” means a central gathering point directly connected to the Gathering System, as such points are specified on Exhibit A hereto and any other points added from time to time and mutually agreed by the Parties in writing.  Exhibit A shall be deemed to be amended from time to time to add additional CGPs in accordance with the terms of Section 3.7.
“Change in Law” means (i) the adoption, promulgation, repeal or modification after the Effective Date of any Applicable Law, (ii) the imposition after the Effective Date of any term or condition in connection with the issuance, renewal, extension, replacement or modification of any approval of any Governmental Authority that establishes new, additional or modified requirements for the operation of the Gathering System, (iii) the non-approval or non-renewal of any approval of any Governmental Authority, or the renewal of the same on terms more onerous for Gatherer than originally issued, other than as a result of Gatherer’s action or inaction in violation of 

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Applicable Law, or (iv) any other restrictions or restraints imposed by Applicable Law after the Effective Date that were not in effect on or prior to the Effective Date; provided that, “Change in Law” shall not apply to taxes or tax laws of any kind (whether imposed by the United States, the State of Texas or any other Governmental Authority or imposed on or measured by income, gross receipts, assessed value, the provision of gathering or other services hereunder or otherwise).
“Compression Fuel” means the quantity of Gas (expressed in Mcf) utilized in Gatherer’s operation of the Gathering System, including field compression facilities for fuel and other uses, including fuel equivalents and use requirements.
“Control” (including its derivatives and similar terms) means (a) with respect to any Person, possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of any such relevant Person by ownership of voting interest, by contract or otherwise; provided, however, that solely having the power to act as the operator of a Person’s day-to-day commercial operations, without otherwise having the direct or indirect power to direct or cause the direction of the management and policies of such Person, shall not satisfy the foregoing definition of “Control” and (b) with respect to any Products or water, such Products or water with respect to which Producer has the contractual right or obligation (pursuant to a marketing, gathering, transportation, processing, agency, operating, unit or similar agreement) to market, gather, transport or process such Products or water and Producer elects or is obligated to market, gather, transport or process such Products or water.
“COPAS” means Council of Petroleum Accountants Society.
“CPI” has the meaning set forth in Section ‎5.3.
“Cubic Feet” or “Cubic Foot” means the volume of Gas, corrected for water vapor, which occupies one cubic foot of space at a temperature of sixty degrees (60°) Fahrenheit and an absolute pressure of 14.73 pounds psia.
“Day” means the period of time beginning at 9:00 a.m. Central Prevailing Time on any calendar day and ending at 9:00 a.m. Central Prevailing Time on the calendar day immediately following.
“Dedicated Acreage” means: (i) at all times from the Original Effective Date, Producer’s acreage as described on Exhibit C - Part 1(a), attached hereto and made a part hereof, including, for the avoidance of doubt, the Dedicated Instruments in existence as of the Original Effective Date and at any time between the Original Effective Date and the Effective Date, and (ii) effective as of the Effective Date, Producer’s acreage as described on Exhibit C - Part 1(b), attached hereto and made a part hereof, including, for the avoidance of doubt, the Dedicated Instruments.
“Dedicated Deeds” means Producer’s mineral deeds covering any portion of the Dedicated Acreage, now existing or hereafter acquired, including those mineral deeds set forth on Exhibit C - Part 2 attached hereto and made a part hereof, in each case, to the extent, and only to the extent, that such mineral deeds cover the Dedicated Acreage.
“Dedicated Instruments” means the Dedicated Deeds and the Dedicated Leases.

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“Dedicated Leases” means Producer’s mineral leases covering any portion of the Dedicated Acreage, now existing or hereafter acquired, as such mineral leases may be in effect during the Term, including those mineral leases set forth on Exhibit C – Part 3 attached hereto and made a part hereof, in each case, to the extent, and only to the extent, such mineral leases cover the Dedicated Acreage.
“Dedicated Products” means, subject to Section 3.1(a), Producer’s Products that are produced from any well(s) located on the Dedicated Acreage.
“Default” has the meaning set forth in Section ‎14.1.
“Delivery Point(s)” means the points specified as “Delivery Points” on Exhibit A attached hereto and any other points that may be added from time to time and mutually agreed by the Parties in writing.  Exhibit A shall be deemed to be amended from time to time to add additional Delivery Points in accordance with the terms of Section 3.7.
“Disconnect” has the meaning set forth in Section ‎17.6.
“Disputing Party” has the meaning set forth in Section ‎5.4.
“Disruption” has the meaning set forth in Section ‎3.4.
“Drilling Plan” has the meaning set forth in ‎Section 3.10  .
“Eastern Catarina” means the eastern portion of the Dedicated Acreage as described on Exhibit C – Part 1(d), attached hereto and made a part hereof.
“EBB” has the meaning set forth in Section ‎6.1.
“Effective Date” has the meaning set forth in the preamble.
“EFM” means electronic flow measurement system.
“Emissions” means any gaseous, liquid, solid or other substance emitted by the Gathering System. Emissions include, carbon dioxide, sulfur dioxide, nitrogen oxides, mercury and volatile organic material.
“Evolve” means Evolve Transition Infrastructure LP, a Delaware limited partnership and the sole member of Gatherer. 
“Exhibit” and “Exhibits” have the meanings set forth in Section ‎1.3.
“Existing Production” means only those Producer’s Products owned or Controlled by Producer or any of its Affiliates that are produced and saved from the Dedicated Acreage from a well with a well name and API number listed on Exhibit G as of the Effective Date.
“Firm” means, with respect to those obligations of a Party pursuant to this Agreement that are designated as such, that such Party may interrupt its performance without liability only to the extent its performance is prevented by an event of Force Majeure or as otherwise specifically 

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allowed for in this Agreement (including ‎Section 14.2   or any curtailment by Gatherer pursuant to the terms of Section ‎3.5).
“First Amendment” has the meaning set forth in the recitals.
“FL&U” means the aggregate of (i) Producer’s pro rata share of Products that is lost and Products that are unaccounted for in the Gathering System; plus (ii) Producer’s share of Compression Fuel; plus (iii) Producer’s Gas used by Gatherer to generate electricity at the South Appraisal Separator (as shown on Exhibit F attached hereto).  “FL&U” includes Products lost as a result of, but not limited to, leakage, venting or flaring, discrepancies due to meter inaccuracies or variations of temperature and/or pressure, and any Products that are unaccounted for (whether or not arising from the foregoing causes).
“FL&U Maximum” means, (i) [***]% with respect to any Month in which the average daily volumes of Producer’s Gas are less than [***] Mcf per day, and (ii) [***]% with respect to any Month in which the average daily volumes of Producer’s Gas are greater than [***] Mcf per day.
“Force Majeure” has the meaning set forth in Section ‎11.1.
“Future Projects” has the meaning set forth in Section ‎3.7.
“Gallon” means a United States gallon of two hundred thirty-one (231) cubic inches of liquid at sixty degrees (60°) Fahrenheit, and at the equivalent vapor pressure of the liquid.
“Gas” means natural gas produced from gas wells and gas produced in association with oil (casing head gas) from oil wells, and includes all hydrocarbons and non-hydrocarbons produced with the gas.
“Gatherer” has the meaning set forth in the preamble.
“Gatherer Group” means Gatherer, its Affiliates and each of their respective employees, officers, directors, partners, equityholders, members, managers, agents, representatives, contractors, sub-contractors, invitees and insurers.
“Gatherer HP Measurement Points” means the inlet to: (i) the CPF-A HP Separator, and (ii) the CPF-D HP Separator, as each is shown on the schematic in Exhibit F. 
“Gatherer LP Measurement Points” means the inlet to: (i) the South Appraisal Separator, (ii) the CPF-A LP Separator, and (iii) the CPF-D LP Separator, as each is shown on the schematic in Exhibit F. 
“Gatherer Pressure Measurement Points” means the Gatherer HP Measurement Points and the Gatherer LP Measurement Points. 
“Gathering and Processing Fee” has the meaning set forth in Section ‎5.1.

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“Gathering System” means the gathering pipeline, transportation and processing system connecting the Receipt Points to the Delivery Point(s) and providing the gathering, transportation and processing services contemplated in this Agreement, as further initially depicted and described on Exhibit D and including, for the sake of clarity, any existing or additional CGPs, Delivery Points, Receipt Points and Future Projects.
“Governmental Authority” means any legislature, court, tribunal, arbitrator or arbitral body, authority, agency, commission, division, board, bureau, branch, official or other instrumentality of the U.S., or any domestic state, county, city, tribal or other political subdivision, governmental department or similar governing entity, and including any governmental, quasi-governmental or non-governmental body exercising similar powers of authority.
“GPA” means Gas Processors of America.
“Gross Heating Value” means the number of Btus produced by the combustion, on an as delivered basis and at a constant pressure, of the amount of the Gas which would occupy a volume of one (1) Cubic Foot at a temperature of sixty degrees (60°) Fahrenheit and at a pressure of fourteen and seventy-three hundredths (14.73) psia, with air of the same temperature and pressure as the Gas, when the products of combustion are cooled to the initial temperature of the Gas and air and when the water formed by combustion is condensed to the liquid state.
“Group” means Gatherer Group or Producer Group, as the context may dictate.
“Imbalance” has the meaning set forth in Section ‎6.5(a).
“Insolvency Event” means, with respect to any Person, such Person (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or a regulator, supervisor or similar official, in each case which is not dismissed, discharged, stayed or restrained in each case within fifteen (15) Days of the institution or presentation thereof; (v) has a resolution passed for its winding-up, dissolution or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (vii) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within fifteen (15) Days thereafter; (viii) causes or is subject to any event with respect to it that, under Applicable Law, has an analogous effect to any of the events specified in clauses (i) to (vii) above (inclusive); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

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“MAOP” means the maximum allowable operating pressure at which the Gathering System may be operated, which may be different for different segments of the Gathering System.
“Maximum Daily Quantity” and “MDQ” mean, for any applicable Day, the lesser of (i) the sum of the Maximum Delivery Capacity of the Delivery Points on such Day and (ii) the sum of the Maximum Receipt Capacity of the Receipt Points on such Day.
“Maximum Delivery Capacity” means the maximum volume that Gatherer is obligated to deliver to each Delivery Point on any Day (beginning on the Effective Date), as specified in Exhibit A, as may be amended by mutual agreement of the Parties from time to time.
“Maximum Receipt Capacity” means the maximum volume that Gatherer is obligated to receive at any Receipt Point on any Day (beginning on the Effective Date), as specified on Exhibit A, as may be amended by mutual agreement of the Parties from time to time.
“Maximum Gathering Pressure” means, (i) with respect to the pressure at any of the Gatherer HP Measurement Points, a maximum pressure of [***] psig, and (ii) with respect to the pressure at any of the Gatherer LP Measurement Points, a maximum pressure of [***] psig, in each case, but not to exceed the MAOP, unless another maximum pressure(s) is agreed upon by the Parties in writing. 
“Mcf” means 1,000 Cubic Feet of Gas.
“Mesquite Energy” means Mesquite Energy, Inc., a Delaware corporation and the parent company of Producer. 
“Month” means a period beginning at 9:00 a.m. Central Prevailing Time on the first Day of a calendar month and ending at 9:00 a.m. Central Prevailing Time on the first Day of the calendar month immediately thereafter.
“NAESB” means North American Energy Standards Board, or its successors.
“Net Delivery Quantity” means the aggregate quantity of Gas and Oil equal to the aggregate quantity of Producer’s Products, stated in Mcf or Bbl, respectively, received by Gatherer at the Receipt Points, less (i) FL&U, (ii) Producer’s Gas consumed as Other System Fuel, and (ii) shrinkage attributable to Producer’s Condensate.
“New Production” means all Producer’s Products owned or Controlled by Producer or any of its Affiliates that are produced and saved from any well with a well name and API number that is not listed on Exhibit G as of the Effective Date.
“Non-Disputing Party” has the meaning set forth in Section ‎5.4.
“Oil” means a mixture of hydrocarbons that exist in a liquid state in natural underground reservoirs and that remain liquid at atmospheric pressure after passing through mechanical separating facilities.
“Original Effective Date” has the meaning set forth in the recitals.

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“Original Gathering Agreement” has the meaning set forth in the recitals. 
“Other System Fuel” has the meaning set forth in Section 17.1(b).
“Party” or “Parties” has the meaning set forth in the preamble.
“Person” includes any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, or Governmental Authority.
“Prior Gathering Agreement” has the meaning set forth in the recitals.
“Primary Term” has the meaning set forth in Section 9.1.
“Producer” has the meaning set forth in the preamble.
“Producer Group” means Producer, its Affiliates and each of their respective employees, officers, directors, partners, equityholders, members, managers, agents, representatives, contractors, sub-contractors, invitees and insurers.
“Producer Pressure Measurement Points” means the inlet to (i) the NC Boost Separator, and (ii) the SC Boost Separator, as each is shown on the schematic in Exhibit F.
“Producer’s Condensate” or “Condensate” means the liquid products of oil wells and gas wells resulting from condensation of petroleum hydrocarbons recovered as a result of separation or processing in the Gathering System or as a result of Gatherer’s operations hereunder.
“Producer’s Gas” means all Gas that is owned or Controlled by Producer or its Affiliates and produced and saved from, or attributable to, the Dedicated Acreage.
“Producer’s Maximum Gathering Pressure” means with respect to the pressure at any Producer Pressure Measurement Point, a maximum inlet pressure of [***] psig.
“Producer’s Oil” means all Oil that is owned or Controlled by Producer or its Affiliates and produced and saved from, or attributable to, the Dedicated Acreage.
“Producer’s Products” or “Products” means all Oil, Gas and other hydrocarbons (including all components contained therein and water therewith) that are owned or Controlled by Producer or its Affiliates and produced and saved from, or attributable to, the Dedicated Acreage.
“psia” means pounds per square inch absolute. 
“psig” means pounds per square inch gauge.
“Receipt Point(s)” means the flange on the Gathering System for those points listed under the “Receipt Points” column on Exhibit A and any other points added from time to time and mutually agreed by the Parties; provided, Exhibit A shall be deemed to be amended from time to time to add additional Receipt Points required in connection with any Future Project approved in accordance with the terms of ‎Section 3.7  .

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“Renewal Term” has the meaning set forth in Section ‎9.1.
“Representatives” has the meaning set forth in Section ‎17.5.
“Resolution Period” has the meaning set forth in ‎Section 4.6  .
“Rules” has the meaning set forth in Section ‎15.2(a).
“Scheduled Quantity” means the quantity of Producer’s Products (expressed in Unit of Volume) to be received under this Agreement at each Receipt Point, subject to Producer’s compliance with the nomination procedures set forth in this Agreement.
“Signing Date” has the meaning set forth in the preamble. 
“SN Operating” means SN Operating, LLC, a Texas limited liability company and Affiliate of Producer.
“Subject Well” has the meaning set forth in Section 3.7(a)(ii)(B).
“Term” has the meaning set forth in Section ‎9.1.
“Termination Notice” has the meaning set forth in Section ‎9.1.
“Third Party Commitments” has the meaning set forth in ‎Section 3.1  (a).
“Unit of Volume” means as measured by the applicable commodity increment (Mcf or Barrel).
“Western Catarina” means the western portion of the Dedicated Acreage as described on Exhibit C – Part 1(c), attached hereto and made a part hereof.
Section 1.2  Rules of Interpretation.  All references in this Agreement to articles, sections, subsections, Exhibits and other subdivisions refer to corresponding articles, sections, subsections, Exhibits and other subdivisions of this Agreement unless expressly provided otherwise.  Titles appearing at the beginning of any articles, sections, subsections, Exhibits and subdivisions are for convenience only and will not constitute part of such articles, sections, subsections, Exhibits and subdivisions and will be disregarded in construing the language contained in such articles, sections, subsections, Exhibits and subdivisions.  The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.  Words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.  Pronouns in masculine, feminine and neuter genders will be construed to include any other gender.  This Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.  Examples will not be construed to limit, expressly or by implication, the matter they illustrate.  The word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions.  Where a date or time period is specified, it will be deemed inclusive of the last day in such period or the date specified, as the 

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case may be.  No consideration will be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement.
Section 1.3  Exhibits.  The following exhibits (collectively “Exhibits”, and each an “Exhibit”) are attached to, form part of, and are incorporated herein by reference as though contained in the body of this Agreement:
Exhibit A-Receipt Points (and CGPs); Delivery Point(s) 
Exhibit B-Fees
Exhibit C - Part 1 -Dedicated Acreage 
Exhibit C - Part 2 -Dedicated Deeds 
Exhibit C - Part 3 -Dedicated Leases 
Exhibit D-Gathering System
Exhibit E -Memorandum of Agreement 
Exhibit F-Pressure Measurement Schematics
Exhibit G-Existing Wells
​
Whenever any term or condition, whether express or implied, of any Exhibit conflicts with or is at variance with any term or condition of the body of this Agreement, the latter will prevail to the extent of such conflict or variance.
ARTICLE 2​
GATHERER AND PRODUCER FACILITIES
Section 2.1  Grant of Producer’s Land Rights.  Producer, at its sole cost and expense, shall acquire rights of way and construct, operate, and maintain such facilities upstream of the Receipt Points as are necessary for Producer to deliver Producer’s Products to Gatherer in accordance with this Agreement.  Producer hereby grants to Gatherer or its designee, pursuant and subject to the terms and conditions of the Dedicated Leases, and otherwise insofar as Producer has the legal right to do so without the incurrence of additional expense, the non­exclusive right of ingress and egress over, across and under all lands and leaseholds or premises of Producer, for the construction, maintenance and operation of pipelines and other facilities necessary or convenient for the gathering, compression, separation, processing and redelivery of Producer’s Products under this Agreement including, for the sake of clarity, any repair, replacement or expansion of the Gathering System.  Producer shall use commercially reasonable efforts to maintain in force and effect the underlying agreements (such as the Dedicated Leases and any other lease, easement or surface use agreement) that govern the rights granted pursuant to this Section ‎2.1.  Such rights shall terminate with respect to a given property without liability to Producer if Producer, acting in a commercially reasonable manner, loses its rights to the applicable property. All operations conducted by Gatherer on such lands and leaseholds shall be carried out in a manner that does not materially interfere with the operations of Producer and shall be conducted in accordance with standards customary in the industry and in compliance with the terms and conditions of applicable underlying agreements (such as any lease, easement or surface use agreement) with respect to its operations and all Applicable Laws.  EACH PARTY AGREES TO INDEMNIFY, DEFEND, AND HOLD THE OTHER PARTY’S GROUP HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING 

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COURT COSTS AND REASONABLE ATTORNEYS’ FEES, INJURY TO AND DEATH OF PERSONS, PROPERTY DAMAGE CLAIMS, OR PENALTIES FOR ENVIRONMENTAL DAMAGE, POLLUTION AND CONTAMINATION) ARISING OUT OF, RESULTING FROM OR RELATING TO (1) THE ACTS OR OMISSIONS OF A MEMBER OF THE FIRST PARTY’S GROUP IN CONNECTION WITH SUCH PERSON’S USE OF THE RIGHTS, OR FAILURE TO COMPLY WITH THE OBLIGATIONS, SET FORTH IN THIS SECTION ‎2.1 OR THE DEDICATED INSTRUMENTS, EXCEPT TO THE EXTENT THAT ANY OF THE ABOVE IN THIS SENTENCE ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE INDEMNIFIED PARTY’S GROUP, AND (2) SUBJECT TO THE TERMS AND CONDITIONS OF ANY SUBSEQUENT SIGNED AGREEMENT BETWEEN OR AMONG THE PARTIES AND/OR THEIR AFFILIATES ADDRESSING SUCH MATTERS, AND WITHOUT DUPLICATION, LIMITATION OR EXPANSION OF THE OTHER INDEMNITIES PROVIDED FOR IN THIS AGREEMENT, THE ACTS OR OMISSIONS OF A MEMBER OF THE FIRST PARTY’S GROUP FOR WHICH THE OTHER PARTY MAY BE LIABLE SOLELY BY VIRTUE OF ANY PROVISION IN THE DEDICATED INSTRUMENTS PURSUANT TO WHICH SUCH OTHER PARTY MAY BE JOINTLY AND SEVERALLY LIABLE FOR THE ACTS OR OMISSIONS OF A MEMBER OF THE FIRST PARTY’S GROUP.
Section 2.2  Producer’s Dedication.  Effective as of the Effective Date, Producer exclusively dedicates and commits the Dedicated Acreage in accordance with the terms of the Dedicated Instruments to this Agreement and to deliver to Gatherer under this Agreement, as and when produced, (a) all of the Dedicated Products and water owned by Producer and (b) all of the third party Gas, Oil and water under the Control of Producer, in each case produced during the Term from the Dedicated Acreage. The Gathering and Processing Fee provided for herein, and the dedication contemplated hereby, shall apply to (i) all of the Dedicated Products and water owned by Producer and (ii) all of the third party Gas, Oil, other hydrocarbons and water under the Control of Producer, in each case produced during the Term from and/or attributable to the Dedicated Acreage, including, all of the foregoing produced from wells or leases within or covering any portion of the Dedicated Acreage, now existing, or acquired or developed. Notwithstanding anything herein to the contrary, the dedication and commitment of the “Dedicated Acreage” to Gatherer under the Original Gathering Agreement or Prior Gathering Agreement, as applicable, shall continue to exist and be dedicated and committed to Gatherer subject to, as of and from and after the Effective Date, the terms and conditions of this Agreement.
Section 2.3  Producer’s Reservations.  Producer reserves for itself the following rights:
(a)to operate (or cause to be operated) wells producing Producer’s Products in its sole discretion, including the right (but not the obligation) to drill new wells, repair and rework old wells, temporarily shut in wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, and to cease production from or abandon any well or surrender any such oil and gas lease, in whole or in part, when no longer deemed by Producer to be capable of producing in paying quantities under normal methods of operation;
(b)to use Producer’s Gas for lease operations (including reservoir pressure maintenance) and water treatment facility operations relating to the lands within the Dedicated Acreage;

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(c)to deliver such Producer’s Products or furnish such Producer’s Products to Producer’s lessors and holders of other burdens on production existing on the Effective Date with respect to such Producer’s Products as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments existing on the Effective Date;
(d)until the applicable Gathering System facilities are completed and ready for service with respect to a well or planned well, to temporarily connect wells or planned wells into other gathering systems; provided that such reservation shall be terminated as of the first Day of the next succeeding Month once such Gathering System facilities are completed and ready for service;
(e)to pool, communitize or unitize Producer’s interests with respect to Producer’s Products; provided that Producer’s share of Producer’s Products produced from such pooled, communitized, or unitized interests shall be committed and dedicated pursuant to this Agreement; and
(f)to retain all liquids separated from Producer’s Gas by the use of conventional lease separators prior to delivery of Producer’s Gas to Gatherer at the Receipt Points, provided that Producer will not be permitted to remove or recover hydrocarbons from Producer’s Gas other than through the use of conventional mechanical gas/oil field separators.
Section 2.4  Downstream Arrangements.  Producer shall, at its sole cost and expense throughout the term of this Agreement, secure adequate, uninterruptible transportation capacity and make appropriate arrangements to dispose of its Products downstream of the Delivery Point(s) in sufficient quantities to allow Gatherer to receive and deliver an amount of Producer’s Products each Day equal to the lesser of the MDQ and the amount of Producer’s Products actually delivered on the applicable Day.  Gatherer will reasonably cooperate with Producer in disposing of the Products downstream and in meeting the MDQ for each Day, but will not be required to pay any out-of-pocket costs or expenses with respect to such cooperation. 
Section 2.5  Memorandum.  In connection with the execution of this Agreement and from time to time during the Term, the Parties will execute, acknowledge, deliver and record a “short form” memorandum of this Agreement substantially in the form of Exhibit E identifying the Dedicated Acreage and identifying the lands, leases and wells within the Dedicated Acreage in which Producer and its Affiliates own interests, which Producer will promptly file of record in the real property records of each county that contains Dedicated Acreage. Notwithstanding the foregoing, Gatherer shall also have the right to file and record such memorandum of this Agreement in the real property records of each county that contains Dedicated Acreage.
Section 2.6  Covenant Running with the Land.  The dedication and commitment made by Producer under this Agreement is a covenant running with the Dedicated Acreage.  In the event (a) Producer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Dedicated Acreage, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be expressly subject to this Agreement, and (b) Gatherer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Gathering System, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be expressly subject to this Agreement.

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ARTICLE 3​
RIGHTS AND OBLIGATIONS
Section 3.1  Producer’s Obligations.  Subject to the terms and conditions of this Agreement, as of the Effective Date, Producer’s obligations are as follows:
(a)To tender for delivery to Gatherer at the Receipt Points 100% of the Dedicated Products owned or Controlled by Producer or any of its Affiliates, which Producer hereby represents and warrants that it or its Affiliates own or have the right to deliver to Gatherer hereunder; provided, however, Producer shall have the right to comply with each gathering agreement or any commitment or arrangement (including any volume commitment) that would require Producer’s Products to be gathered on any gathering system or similar system other than the Gathering System (each a “Third Party Commitment”) that is applicable and in effect as of the date Producer acquires Control of any Oil, Gas and other hydrocarbons produced from lands covered by the Dedicated Acreage that was not under the Control of Producer as of the Effective Date. Notwithstanding the foregoing, Producer shall only have the right to comply with the applicable Third Party Commitment up to and until the first Day of the Month following termination of such Third Party Commitment (without giving effect to any right of Producer to renew or extend the term of such Third Party Commitment). Any Products that, but for a Third Party Commitment, would be considered Dedicated Products hereunder, shall automatically upon the termination of the applicable Third Party Commitment, be considered “Dedicated Products” hereunder and shall be dedicated pursuant to this Section 3.1(a).  As of the Effective Date, Producer represents that the Dedicated Acreage and the Dedicated Products are not subject to any Third Party Commitment.
(b)Subject to Section 3.7, to construct and operate any facility necessary to deliver Producer’s Products and water to the Receipt Points.
(c)Subject to Section 3.4, Section 3.5, and Section 3.7, not to deliver any Dedicated Products to any other gatherer, purchaser or marketer or other Person prior to delivery to Gatherer at the Receipt Points. 
Except through the Gathering and Processing Fee or as otherwise expressly provided for in this Agreement (including in Section ‎3.7), Producer shall have no responsibility for the cost of the Gathering System or any facilities constructed or to be constructed by Gatherer. 
Section 3.2  Gatherer’s Obligations.  Subject to the terms and conditions of this Agreement, as of the Effective Date, Gatherer’s obligations, which Gatherer will perform in a good and workmanlike manner in accordance with standards customary in the industry and in material compliance with Applicable Law, are as follows:
(a)subject to Section 3.7, to construct, install, own, operate, maintain, repair, restore, replace, reconstruct and remediate, at Gatherer’s sole cost, risk and expense, the Gathering System, including the facilities necessary to provide the gathering, transportation and processing services contemplated in this Agreement (except as expressly provided for in this Agreement);
(b)to receive and gather at the Receipt Points the quantity of Producer’s Products and water tendered by Producer and separate, compress, process and stabilize such Producer’s Products 

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prior to delivery at the Delivery Point(s) to the standards set forth in this Agreement (including Section ‎10.3);
(c)to provide Firm services to deliver the Net Delivery Quantity to the Delivery Points;
(d)to provide storage capacity, for any Month, for Producer’s Condensate and water in an amount not to exceed 15,000 Barrels for condensate and 6,000 Barrels for water, provided that Gatherer shall be entitled, without liability, to reduce such available storage capacity, to the extent necessary, to perform any reasonably necessary or required inspections, maintenance, alterations, modifications, repairs or replacements to such storage facilities; and
(e)notwithstanding anything herein to the contrary, Gatherer shall not be required to accept, gather, treat or process any Producer’s Products to the extent such acceptance, gathering, treatment or processing would violate the terms of the Dedicated Instruments or any other agreement directly relating to Gatherer’s rights to own, maintain, and/or operate the Gathering System.
Other than pursuant to Section 3.7 below, Gatherer shall have no responsibility for the cost to construct or operate any facilities and equipment necessary to deliver Producer’s Products and water to the Receipt Points. 
Section 3.3  Volume and Dedicated Acreage Limitations.  Notwithstanding anything to the contrary, Gatherer’s obligation to (a) receive, gather, separate and compress Producer’s Products and water as provided for in this Agreement will not exceed the Maximum Receipt Capacity for the applicable Receipt Point(s), and (b) process, stabilize and deliver Producer’s Products as provided for in this Agreement will not exceed the Maximum Delivery Capacity for the applicable Delivery Point(s).  Gatherer shall have no obligation to provide any of the services set forth in this Agreement with respect to Oil, Gas, other hydrocarbons or water produced and saved from outside the Dedicated Acreage.
Section 3.4  Gathering System Interruptions.  Producer’s Products entitled to Firm service may be, from time to time, interrupted, curtailed, or disrupted (herein, a “Disruption”) to the extent reasonably necessary (as determined by Gatherer acting in its reasonable discretion) for any of the following reasons: (i) safe operation of the Gathering System, (ii) an ongoing event of Force Majeure affecting Gatherer, (iii) subject to the Gatherer’s compliance with the other terms and conditions of this Agreement, the inability of a Delivery Point to receive Producer’s Products, and (iv) upon reasonable advance notice to Producer, maintenance, expansions or modifications of the Gathering System from time to time, provided that with respect to this item Gatherer will reasonably cooperate with Producer to minimize adverse effects due to such work. In the event of a Disruption, Gatherer will give Producer prompt notice with reasonable detail of the reason for the Disruption and a good faith estimate of the duration and extent of such Disruption. In such event Gatherer shall not be in breach or default of its obligations under this Agreement and shall have no liability to Producer in connection with or resulting from any such curtailment; provided, however, that Gatherer shall, at Producer’s request, temporarily release from dedication under this Agreement all of Producer’s volumes interrupted or curtailed as the result of such Disruption during the pendency of such Disruption. When Gatherer reestablishes Producer’s Firm service as to such volumes interrupted or curtailed by a Disruption, Gatherer shall give Producer notice of 

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such fact and Producer shall recommence deliveries to Gatherer of the volumes that would have otherwise been released from dedication as a result of such Disruption on the first Day of the Month following the receipt of such notice and all such volumes shall again be dedicated to Gatherer and subject to this Agreement.
Section 3.5  Curtailment with Regard to Governmental Orders.  The Parties intend and agree that Producer has a Firm call upon the capacity of the Gathering System for service to Producer for its Products and water for the Term.  Notwithstanding the foregoing, in the event any Governmental Authority issues an order requiring Gatherer to allocate capacity to another shipper, Gatherer shall only curtail receipts of Producer’s Products and water entitled to Firm service (which curtailment shall be done in accordance with this Section ‎3.5) to the extent necessary to allocate such capacity to such other shipper.  In such event Gatherer shall not be in breach or default of its obligations under this Agreement and shall have no liability to Producer in connection with or resulting from any such curtailment; provided, however, that Gatherer shall, at Producer’s request, temporarily release from dedication under this Agreement all of Producer’s volumes interrupted or curtailed as the result of such allocation during the pendency of such curtailment.  When Gatherer reestablishes Producer’s Firm service as to such volumes interrupted or curtailed by such events, Gatherer shall give Producer notice of such fact and Producer shall recommence deliveries to Gatherer of the volumes that would have otherwise been released from dedication as a result of such curtailment on the first Day of the Month following the receipt of such notice and all such volumes shall again be dedicated to Gatherer and subject to this Agreement.
Section 3.6  Commingling.  Producer’s Product received by Gatherer under this Agreement will constitute part of the supply of “Products” from all sources in the Gathering System, and Gatherer has the right to commingle Producer’s Products with other “Products,” to deliver molecules different from those received from Producer and to handle the molecules received from Producer and others in any manner; provided that any such other “Products” shall meet or exceed the specifications set forth in Article ‎10.
Section 3.7  Future Projects.
(a)From time to time, Producer may propose to construct additional facilities or any other additions (including connecting additional wells), improvements or appurtenances relating to the Gathering System (including, but not limited to, additional CGPs, additional Delivery Points, additional Receipt Points, pipelines, tanks, separators, flanges, meters, etc., “Future Projects”) by delivery of written notice to Gatherer of such proposed Future Project.  Unless otherwise mutually agreed by the Parties, (i) if the Future Project is for an additional Receipt Point on Western Catarina, such Future Project will be at Gatherer’s sole cost and expense, and (ii) if the Future Project is for an additional Receipt Point on Eastern Catarina, Gatherer may elect for (A) Gatherer to construct such Receipt Point at Gatherer’s sole cost and expense, in which case the Gathering and Processing Fee for the wells applicable to such new Receipt Point shall be the rates set forth on Exhibit B under the heading “Gathering Rates for New Production from the Dedicated Acreage”, or (B) Producer to construct such Receipt Point at Producer’s sole cost and expense, in which case Gatherer will reduce the Gathering and Processing Fee for the wells applicable to such new Receipt Point (each such well, a “Subject Well”) to the rates set forth on Exhibit B under the heading “Gathering Rates for New Production from the Subject Wells”.  

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(b)If a Future Project (other than a Receipt Point) would permit the Maximum Daily Quantity to be increased, (i) such Future Project will be at Gatherer’s sole cost and expense if such Future Project is attributable to Western Catarina, and (ii) such Future Project will be at Producer’s sole cost and expense if such Future Project is attributable to Eastern Catarina.  
(c)With respect to all other Future Projects (other than Receipt Points or any Future Project that is subject to Section 3.7(b)), Gatherer shall have the right to approve any such other Future Project in its commercially reasonable discretion, and the Parties shall negotiate in good faith the division of costs, expenses and responsibilities for such Future Projects. Notwithstanding anything in this Section 3.7(c) to the contrary, Producer shall always have the option, in its sole discretion, to undertake and construct (in reasonable cooperation with Gatherer) a Future Project at its sole cost and expense.
(d)Gatherer hereby grants to Producer or its designee, insofar as Gatherer has the legal right to do so without the incurrence of additional expense, the non-exclusive right of ingress and egress over, across and under all lands and leaseholds or premises of Gatherer, and to the Gathering System, for the construction and, as applicable, operation of any Future Projects approved in accordance with this Section 3.7.  All operations conducted by Producer with respect to Future Projects shall be carried out in a manner that does not, without the prior consent of Gatherer (which shall not be unreasonably withheld, conditioned or delayed), interfere with any operations of the Gathering System and shall be conducted in accordance with standards customary in the industry with respect to its operations and all Applicable Laws.  PRODUCER AGREES TO INDEMNIFY, DEFEND, AND HOLD GATHERER GROUP HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES, INJURY TO AND DEATH OF PERSONS, PROPERTY DAMAGE CLAIMS, OR PENALTIES FOR ENVIRONMENTAL DAMAGE, POLLUTION AND CONTAMINATION) ARISING OUT OF, RESULTING FROM OR RELATING TO THE ACTS OR OMISSIONS OF A MEMBER OF THE PRODUCER GROUP IN CONNECTION WITH SUCH PERSON’S USE OF THE RIGHTS, OR FAILURE TO COMPLY WITH THE OBLIGATIONS, SET FORTH IN THIS SECTION ‎3.7(d), EXCEPT TO THE EXTENT THAT ANY OF THE ABOVE IN THIS SENTENCE ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE GATHERER GROUP.  Notwithstanding the preceding, Gatherer shall not be required to move any gathering lines, pipelines or other equipment or facilities in order to accommodate Producer with respect to the preceding.
Section 3.8  Amendment of Dedicated Instruments.  The Parties acknowledge and agree that Producer may, at its discretion, amend any Dedicated Instrument from time to time in any manner; provided that, Producer may not amend any Dedicated Instrument in any manner which would be reasonably expected to impose additional material costs upon Gatherer or otherwise materially affect Gatherer in an adverse manner without Gatherer’s prior written consent (such consent to be exercised in Gatherer’s commercially reasonable discretion).
Section 3.9  Producer’s Cooperation in Obtaining Easements.  Producer hereby agrees to provide Gatherer reasonable assistance in obtaining from the owners of any applicable surface interest the rights incident to Gatherer providing services under this Agreement (including, but not 

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limited to, rights of way, easements or surface use agreements).  For the avoidance of doubt, Producer shall not be required to pay any out-of-pocket costs or expenses in connection with providing Gatherer reasonable assistance pursuant to this Section ‎3.9.
Section 3.10  Producer Deliverables. (a) On the Signing Date, Producer will provide to Gatherer a forecast of existing production decline for the remainder of calendar year 2022, (b) on December 1st of each year during the Term of this Agreement, Producer will provide to Gatherer a report that provides (i) a forecast of the planned development and drilling activities related to the Dedicated Acreage for the upcoming calendar year (such report, a “Drilling Plan”), and (ii) an updated forecast of existing production decline for the upcoming calendar year, (c) on or before the first Day of each calendar quarter during the Term, Producer shall provide an updated Drilling Plan providing information with respect to wells which are drilled and completed on the Dedicated Acreage during such immediately preceding calendar quarter, and (d) on or before the 15th Day of each Month, Producer will provide to Gatherer the monthly production report for the immediately preceding Month for each well located in the Dedicated Acreage in which Producer owns Dedicated Products.
ARTICLE 4​
POINTS OF RECEIPT AND DELIVERY; PRESSURE
Section 4.1  Receipt Points.  Subject to the terms of this Agreement, Gatherer will receive Producer’s Products and water at the Receipt Points.
Section 4.2  Delivery Points.  Subject to the terms of this Agreement, Gatherer will deliver the Net Delivery Quantity to Producer or its designees at the Delivery Points.
Section 4.3  Delivery Pressure.  Producer will deliver Producer’s Products to Gatherer at the Receipt Points at pressures sufficient to enter the Gathering System against the actual operating pressure, as the same may vary from time to time, but not to exceed the MAOP. Producer may elect, but is under no requirement or obligation, to install or maintain compression necessary to make deliveries to the Gathering System. Gatherer will use commercially reasonable efforts to maintain the pressure at the Gatherer Pressure Measurement Points at or below the Maximum Gathering Pressure.
Section 4.4  Redelivery Pressure.  Gatherer will deliver Producer’s Products at each Delivery Point at a pressure sufficient to permit delivery into the applicable downstream transporters.
Section 4.5  Rate of Flow.  Producer will use commercially reasonable efforts to balance the quantities of Producer’s Products delivered to and received from the Gathering System and, if necessary, make adjustments to the rate of Products production or nominations to balance such receipts and deliveries.  The Parties will use commercially reasonable efforts to receive and deliver the Scheduled Quantity at a uniform hourly rate of flow determined by dividing the Scheduled Quantity by 24.  Gatherer shall accept quantities deviating from the uniform hourly rate of flow unless and to the extent Gatherer is unable, in using commercially reasonable efforts, to accept such deviation based on Gatherer’s operating conditions.

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Section 4.6  Maximum Gathering Pressure; Gathering and Processing Fee Discount.  In the event the operating pressure at any of the Gatherer Pressure Measurement Points is not at or below the applicable Maximum Gathering Pressure for fifteen (15) Days (whether consecutive or nonconsecutive) in any ninety (90) Day period for reasons other than (i) Producer’s failure to make deliveries of Producer’s Products at or below Producer’s Maximum Gathering Pressure, provided however that such failure isn’t the result of Gatherer’s failure to maintain Gatherer Pressure Measurement Points at or below the Maximum Gathering Pressure, or (ii) Force Majeure, then upon Producer’s written notice to Gatherer, Gatherer shall have fifteen (15) Days from receipt of such notice to propose a feasible plan that shall, at Gatherer’s sole cost and expense, resolve the pressure issue within sixty (60) Days after proposing such plan (the “Resolution Period”) so that the operating pressure at any of the Gatherer Pressure Measurement Points is at or below the applicable Maximum Gathering Pressure. If (a) Gatherer fails to propose a resolution within such fifteen (15) Day-period, (b) the issue is not resolved after completion of Gatherer’s resolution, or (c) Gatherer does not complete its proposed resolution within the Resolution Period for any reason (but if Gatherer’s completion is delayed or prevented by reason of Force Majeure, the Resolution Period shall be extended by an additional 120 Days), then upon written notice to Gatherer, Producer may elect to receive a reduction of [***] per Mcf with respect to the then-existing Gathering and Processing Fee for a volume of Producer’s Gas equal to Producer’s good-faith estimate of the affected volumes of Gas. Solely for purposes of calculating the fifteen (15) Days (whether consecutive or nonconsecutive) in any ninety (90) Day period required by the first sentence of this ‎Section 4.6  , a “Day” shall mean any Day in which operating pressure at any of the Gatherer Pressure Measurement Points is not at or below the applicable Maximum Gathering Pressure for a period of at least ten (10) hours.
ARTICLE 5​
FEES, BILLING, AND PAYMENT
Section 5.1  Gathering and Processing Fee.  As consideration for the gathering, transportation and processing services performed by Gatherer under this Agreement, Producer will pay to Gatherer the gathering, transportation and processing fees as follows (collectively and as applicable, the “Gathering and Processing Fee”):
(a)With respect to Existing Production from Western Catarina, the rates set forth on Exhibit B under the heading “Western Catarina Gathering Rates”;
(b)With respect to Existing Production from Eastern Catarina, the rates set forth on Exhibit B under the heading “Eastern Catarina Gathering Rates”; 
(c)Subject to Section 3.7(a) and Section 5.1(d), with respect to New Production from the Dedicated Acreage, the rates set forth on Exhibit B under the heading “Gathering Rates for New Production from the Dedicated Acreage”; and
(d)With respect to New Production from the Subject Wells, the rates set forth on Exhibit B under the heading “Gathering Rates for New Production from the Subject Wells”.
The Parties stipulate and agree that the Gathering and Processing Fee detailed on Exhibit B: (i) is a commercially just and reasonable rate for the services and obligations of Gatherer hereunder, (ii) results from the exercise of each Party’s own free will, with full knowledge of, and 

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legal advice regarding, the legal consequences thereof, (iii) the different rates set forth on Exhibit B below “Western Catarina Gathering Rates” and “Eastern Catarina Gathering Rates” are not discriminatory with respect to any service or specific acreage and taken as whole, such rates reflect an aggregate agreement for service across all of the Dedicated Acreage, and (iv) represents an arms-length negotiation among parties with equal bargaining power in which each party was at all times able to terminate such negotiations and not execute this Agreement. The Parties further covenant that neither Party shall bring any action in any forum asserting claims based on any of the foregoing items (i)-(iv) being untrue.
Section 5.2  Statements and Payments.
(a)On or before the 25th of each Month, Gatherer will tender to Producer a monthly statement showing for the preceding Month the following:
(i)the quantity of Producer’s Products and water received by Gatherer at the Receipt Points (in Mcf and Bbl), with such quantity allocated between Producer’s Oil and Producer’s Gas received by Gatherer and attributable to (1) Existing Production from Western Catarina, (2) Existing Production from Eastern Catarina, (3) New Production from Western Catarina, (4) New Production from Eastern Catarina (other than New Production from the Subject Wells); and (5) all New Production from the Subject Wells;
(ii)the Net Delivery Quantity of Producer’s Oil and Producer’s Gas delivered to each Delivery Point (in Mcf and Bbl);
(iii)the amount of Producer’s Condensate and water recovered and removed at each Delivery Point (in Bbl);
(iv)the Gathering and Processing Fees for such quantities transported by Gatherer; 
(v)the amount of Other System Fuel consumed by Gatherer for such Month, and the value therefore calculated by Gatherer pursuant to Section 17.1(b); and
(vi)the total net amount then due to Producer or Gatherer, as the case may be, under this Agreement.
(b)All amounts owed under this Agreement not subject to a good faith dispute pursuant to Section ‎5.4 (other than for indemnity obligations), including any amounts for prior period adjustments and late payments, if any, will be netted between the Parties on a Monthly basis.  If a Monthly statement reflects that Gatherer owes an amount to Producer, Gatherer will remit the amount due to Producer on or before the last Day of the Month in which such statement was rendered.  If a Monthly statement reflects that Producer owes an amount to Gatherer, Producer will remit the amount due to Gatherer within thirty (30) Days after delivery to Producer of the monthly statement.  Payment will be by ACH or wire transfer of immediately available funds.
(c)If (i) a Party fails to pay the entire undisputed amount of any invoice or other payment request when such amount is due, or (ii) an amount disputed in good faith by the Disputing Party pursuant to Section ‎5.4 is later determined to be due to the Non-Disputing Party, 

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then, in each case, the other Party may bill such nonpaying Party a charge for late payment which will be included by the other Party either on the next regular invoice rendered, or by separate invoice. Any dispute initiated by either Party challenging the rates expressly set forth in Exhibit B hereto shall be deemed not in good faith. The charge for any late payment will be equal to the product of (a) the unpaid, undisputed portion of the invoice, times (b) the ratio of the number of Days from the due date to the date of actual payment in full to 365, times (c) the lesser of (i) the then-effective prime interest rate as published in the Wall Street Journal, plus 2% per annum and (ii) the maximum interest rate permitted by applicable law.  If the Wall Street Journal ceases to be published or discontinues publishing a prime rate, the unpaid balance shall bear interest compounded monthly at the prime rate published by the Federal Reserve plus two percent (2%) per annum.
Section 5.3  Annual Rate Adjustment.  Effective on October 1st of each year through the Term of this Agreement, the Gathering and Processing Fee and all other fees for services by Gatherer in accordance with this Agreement shall be adjusted by the product of the fees then in effect multiplied by the percentage increase (if any) between the Consumer Price Index (All Urban Consumers (CPI-U); U.S. City Average; All items, 1982-1984 reference base), issued by the United States Department of Labor, Bureau of Labor Statistics (“BLS”) (the “CPI”) for January of the current year and the CPI for January of the immediately preceding year; provided that in no event shall the fees hereunder be increased by more than 3% from the fees in effect for the immediately preceding year, or decreased.  If the 1982-1984 reference base is no longer used as the standard reference base by BLS, then the standard reference base shall be that established from time to time by BLS as the replacement for the CPI.
Section 5.4  Disputed Statement.  If either Party, in good faith, disputes any billing, statement or other payment request (the “Disputing Party”), the Disputing Party will pay to the other Party (the “Non-Disputing Party”) any undisputed amount and will notify the Non­Disputing Party in writing within thirty (30) Days of receipt of such billing or statement that the Disputing Party disputes other amounts, which notice will include adequate documentation demonstrating the amount of and the good faith basis for the dispute.  The Parties will endeavor in good faith to resolve such dispute within thirty (30) Days following the Non-Disputing Party’s receipt of such notice.  Subject to the audit rights set forth in Section ‎5.5, the Disputing Party irrevocably waives the right to dispute or challenge, and hereby agrees not to dispute or challenge, any invoice or statement if the Disputing Party does not dispute or challenge that invoice or statement in writing within thirty (30) Days of receipt of such invoice or statement or otherwise in accordance with this Section ‎5.4.  Any disputed amount that is later determined to be due to Gatherer shall be subject to late payment charges pursuant to Section ‎5.2(c).
Section 5.5  Examination of Books.  Gatherer and Producer, upon notice in writing to the other Party and upon execution of a mutually acceptable confidentiality agreement which is typical for this type of audit, with neither Party’s consent to agree to such mutually acceptable confidentiality agreement to be unreasonably withheld, will have the right to examine and audit, at all reasonable times, books, records and charts of the other Party to the extent necessary to verify or audit the accuracy of any statement, bill, chart, or computation within the twenty-four (24) Month period following the end of such calendar year in which the statement was tendered or made under or pursuant to this Agreement.  All audits will be conducted and resolved as provided in COPAS publication AG19.  The audits shall not be conducted more than once a year.  This 

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examination right will not be available with respect to any proprietary information or any information not directly relevant to transactions under this Agreement.  Notwithstanding any other terms of this Agreement, if the results of such examination reveal a material inaccuracy in any statement, bill, chart or computation, either Party may dispute such statement, bill, chart or computation within twenty-four (24) Months from the date of such statement, bill, chart or computation; thereafter, such statement, bill, chart or computation is hereby deemed final, conclusive and binding as to both Parties.
Section 5.6  Information.  Gatherer and Producer will each preserve all books, records and charts applicable to this Agreement, including all test and measurement data and charts, for a period of at least twenty-four (24) Months following the end of each calendar year, or such longer periods as will be required under law or regulation.
ARTICLE 6​
NOMINATIONS, BALANCING AND SCHEDULING
Section 6.1  Submission.  Producer will submit nominations and changes thereto for Producer’s Products to the attention of the Scheduling Department of Gatherer in writing via Gatherer’s Electronic Bulletin Board (“EBB”), or when such EBB is unavailable, by fax, email or other electronic means designated by Gatherer.
Section 6.2  Nominations.  Producer shall use commercially reasonable efforts to submit, or cause to be submitted, to Gatherer, a nomination no later than 9:00 a.m. (Central Prevailing Time), two (2) Business Days prior to the beginning of each Month, which nomination shall include the following for such Month:
(a)Producer’s name, contact name, email address and phone number;
(b)the contract number assigned by Gatherer, if previously provided by Gatherer to Producer;
(c)subject to Exhibit A, the daily quantity of Producer’s Oil and Producer’s Gas to be delivered by Producer at each Receipt Point;
(d)subject to Exhibit A, the daily quantity of Producer’s Oil and Producer’s Gas received by Gatherer at the Receipt Points to be delivered by Gatherer to each Delivery Point;
(e)the begin date for the nomination (not to be prior to the first Day of the Month in which Products would first flow under the nomination) and end date for the nomination (not to extend past the last Day of the Month in which Products would first flow under the nomination); and
(f)Producer’s contract numbers, if any, with upstream and downstream Persons from whom Producer’s Products will be received and to whom the Net Delivery Quantity will be delivered.
Section 6.3  Daily Changes.  No later than 9:00 a.m. (Central Prevailing Time) on the Day before Producer’s Products are desired to flow, Producer may submit, or cause to be submitted, to 

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Gatherer a change to the Monthly nomination made in accordance with Section ‎6.2 that includes the information set forth in Section ‎6.2(a) through Section ‎6.2(f).
Section 6.4  Nomination Requirements.
(a)Notwithstanding Section ‎6.2, Gatherer shall accept nominations received after the deadline for a given Month unless Gatherer is unable, in using commercially reasonable efforts, to accept such later nomination based on Gatherer’s operating conditions.  Producer is solely responsible for Monthly nominations at the Receipt Points and Delivery Points.  Notwithstanding anything to the contrary, Gatherer will not be obligated to provide service under this Agreement on any Day for which Producer does not have a nomination of volumes in place pursuant to the procedures in this Agreement to the extent (i) that such volumes are or would be rejected by any Person receiving such volumes at the Delivery Point(s) or any point downstream thereof or (ii) Gatherer determines, in its sole reasonable discretion, that such volumes could cause damage to person or property.
(b)If required by Gatherer, Producer shall nominate according to the then-effective NAESB standards and any additional downstream pipeline’s requirements.  Should Producer desire to change the nomination during such Month, such change to the nomination shall be made in accordance with the nomination procedures of the downstream pipeline.  Producer’s Products and water shall be delivered by Gatherer in accordance with confirmation by the downstream pipeline of the nomination and/or changes to the nomination.
Section 6.5  Imbalances.
(a)“Imbalance” means the cumulative difference in a Month between (i) the Scheduled Quantity and (ii) the quantity of Producer’s Products actually delivered for the account of Producer at the Receipt Points.  Each Party will notify the other Party as soon as practicable when it becomes aware of an Imbalance in receipts or deliveries.  Gatherer will provide written, oral or electronic notification to Producer of any Imbalance in receipts and deliveries, and Gatherer and Producer will promptly make adjustments in receipts and deliveries as are consistent with Gatherer’s operating conditions in order to balance any Imbalance so shown.  Gatherer, if necessary in its commercially reasonable discretion and with notice to Producer, may initiate an operational flow order to protect its pipeline operations that limits receipts and deliveries and requires hourly and daily rates of flow to be uniform and in balance.  In such event, Gatherer may adjust Producer’s Scheduled Quantity to comply with the operational flow order.
(b)Imbalance Indemnity.  PRODUCER WILL RELEASE, PROTECT, DEFEND, INDEMNIFY AND HOLD GATHERER GROUP HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES) AGAINST GATHERER BY (I) ANY DOWNSTREAM PIPELINES, (II) ANY PARTY WITH CURTAILED CAPACITY, AND (III) ANY OTHER THIRD PARTY TO THE EXTENT (AND ONLY TO THE EXTENT) RESULTING FROM AND ATTRIBUTABLE TO IMBALANCES BETWEEN THE SCHEDULED QUANTITY AND THE VOLUMES ACTUALLY DELIVERED AT THE RECEIPT POINTS BY PRODUCER, EXCEPT TO THE EXTENT 

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THAT SUCH LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES OR LIABILITIES ARE CAUSED BY (i) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE GATHERER GROUP, OR (ii) GATHERER’S USE OF PRODUCER’S GAS AS OTHER SYSTEM FUEL.
(c)Safety.  If Producer delivers a quantity of Producer’s Products at the Receipt Points that results in delivery in excess of the Scheduled Quantity to be received by Producer at the Delivery Points and such Imbalance, as determined by Gatherer acting in its reasonable discretion, jeopardizes the safety of Gatherer’s operations or its ability to meet its contractual commitments to others, Gatherer has the right to (i) vent, in compliance with Applicable Law, without being held liable to Producer, all or such part of that excess quantity as Gatherer, in its reasonable discretion, deems necessary; (ii) cease receipt of all or any portion of Producer’s Products at the Receipt Points if Gatherer, in its reasonable discretion, deems that action necessary; or (iii) cease delivery of all or any portion of the Net Delivery Quantity at the Delivery Points if Gatherer, in its reasonable discretion, deems that action necessary.
Section 6.6  Balancing.  It is the intention of Gatherer and Producer that imbalances be minimal and incidental.  If an imbalance occurs in a Month, such imbalances shall be settled incident to the terms of a separate mutually agreed upon “Balancing Agreement”.  Gatherer shall not be permitted to commingle Producer’s Oil or Producer’s Condensate with “Products” belonging to other producers unless or until such other producers have ratified the terms of the “Balancing Agreement” (with such additional terms as mutually agreed upon by Gatherer and Producer that may be appropriate to account for such other producers).
Section 6.7  Delivery to Transporters.  Gatherer shall not be required to load Producer’s Products for Producer’s account into trucks owned/operated by a transporter unless and until such transporter has been authorized by Gatherer to do so, such authorization not to be unreasonably withheld, conditioned or delayed.  Further, Gatherer shall not be responsible for balancing the delivery of Producer’s Products for Producer’s account between transporters or ensuring that one or more transporters do not take delivery of more or less Producer’s Products than such transporter is scheduled to take and receive.  With respect to this Section ‎6.7 and without duplication to Section ‎6.5, as between Producer and Gatherer, Producer will be fully responsible and liable for any claims and losses caused by, arising out of or resulting from any imbalances that may occur between transporters which are not Affiliates of Gatherer as a result of Gatherer’s loading of such Producer’s Products for Producer’s account at its direction, to the extent (and only to the extent) resulting from and attributable to imbalances between the Scheduled Quantity and the volumes actually delivered by or at the direction of Producer, and PRODUCER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS GATHERER GROUP FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES) WITH RESPECT THERETO EXCEPT TO THE EXTENT THAT SUCH LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES OR LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE GATHERER GROUP.

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ARTICLE 7​
POSSESSION AND RESPONSIBILITY
Section 7.1  Producer’s Control.  As between Producer and Gatherer, Producer shall be deemed to be in control and possession of all Products delivered under this Agreement (including all components contained therein and water therewith), until such Products are received by Gatherer at the designated Receipt Point (in accordance with this Agreement), and after the Net Delivery Quantity has been tendered for delivery by Gatherer for Producer’s account at the designated Delivery Point.  Producer will be fully responsible and liable for any and all such Products (including all components contained therein) and any and all loss, damages, claims, actions, expenses, liabilities, including reasonable attorneys’ fees, injury to and death of persons, property damage claims, or penalties for environmental damage, pollution, and contamination (i) while such Products are within Producer’s control and possession or (ii) arising from Producer’s operation of its facilities or the failure of Products tendered by Producer at the Receipt Points hereunder to meet the specifications set forth in Article ‎10 and PRODUCER AGREES TO INDEMNIFY, DEFEND AND HOLD GATHERER GROUP HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES, INJURY TO AND DEATH OF PERSONS, PROPERTY DAMAGE CLAIMS, OR PENALTIES FOR ENVIRONMENTAL DAMAGE, POLLUTION AND CONTAMINATION) WITH RESPECT THERETO, EXCEPT TO THE EXTENT THAT SUCH LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF GATHERER GROUP.
Section 7.2  Gatherer’s Control.  As between Gatherer and Producer, Gatherer will be in control and possession of Producer’s Products delivered under this Agreement (including all components contained therein and water therewith) from and after the time Producer’s Products are received by Gatherer at a Receipt Point until the Net Delivery Quantity is tendered for delivery at the designated Delivery Point.  Gatherer will be fully responsible and liable for any and all loss, damages, claims, actions, expenses, liabilities, including reasonable attorneys’ fees, injury to and death of persons, property damage claims, or penalties for environmental damage, pollution, or contamination, to the extent caused by or resulting from Gatherer’s handling of said Products while in its possession (expressly excluding matters related to non-specification Product, which is addressed in Section ‎10.1(b) and Section ‎10.4, and FL&U, which is addressed in ‎Section 17.1  ), and GATHERER AGREES TO INDEMNIFY, DEFEND AND HOLD PRODUCER GROUP HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES, INJURY TO AND DEATH OF PERSONS, PROPERTY DAMAGE CLAIMS, OR PENALTIES FOR ENVIRONMENTAL DAMAGE, POLLUTION AND CONTAMINATION) WITH RESPECT THERETO, EXCEPT TO THE EXTENT THAT SUCH LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES OR LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF PRODUCER GROUP.

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ARTICLE 8​
TITLE, WARRANTY, TAXES AND INDEMNIFICATION
Section 8.1  Title, Warranty, Taxes and Indemnity.
(a)Except as expressly provided for in this Agreement, title to the Producer’s Products and water delivered to Gatherer under this Agreement (and, for the avoidance of doubt, the FL&U and Producer’s Condensate attributable to Producer’s Products) will remain with Producer or its customers at all times.  Subject to the terms and conditions of the Dedicated Instruments and any agreements of Producer and/or its Affiliates related to indebtedness or otherwise entered into in the ordinary course of business, Producer warrants that it has the right to deliver Producer’s Products and water to Gatherer, and such Producer’s Products and water delivered to Gatherer (together with resulting FL&U and Producer’s Condensate) will, at all times while in Gatherer’s control pursuant to this Agreement, be free and clear of any and all liens, encumbrances and adverse claims of every kind that would have an adverse effect on Gatherer.  If the title to Products delivered by Producer hereunder is disputed or is the subject of any legal action, or if Gatherer becomes aware of a claim that Producer is not disbursing funds received hereunder to a party entitled thereto, Gatherer shall have the right to withhold payment (without interest), or cease receiving Producer’s Products to the extent of the interest or amount disputed or the subject of legal action, during the pendency of the action or until the funds or title, as applicable, are freed from the dispute, or until Producer furnishes, or causes to be furnished, indemnification and security to save Gatherer harmless from all claims arising out of the dispute or action, including penalties and interest, in a form reasonably acceptable to Gatherer.  Producer will pay all taxes levied on Products and water that Producer delivers to Gatherer at the Receipt Point(s), except, for the sake of clarity, income, gross receipt, net worth, capital stock or franchise taxes levied on or with respect to Gatherer and taxes levied on or with respect to the Gathering System.  PRODUCER AGREES TO INDEMNIFY, DEFEND, AND HOLD GATHERER GROUP HARMLESS FROM AND AGAINST ANY AND ALL ROYALTIES, TAXES, PAYMENTS, LIENS, ENCUMBRANCES, SUITS, ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, DAMAGES, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES) ARISING FROM OR OUT OF ANY ADVERSE CLAIMS BY TAXING AUTHORITIES OR THIRD PARTIES CLAIMING OWNERSHIP OF OR AN INTEREST IN PRODUCTS TENDERED BY PRODUCER UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE FL&U AND PRODUCER’S CONDENSATE CONTAINED THEREIN) OR FUNDS DERIVED THEREFROM, EXCEPT TO THE EXTENT THAT SUCH ROYALTIES, TAXES, PAYMENTS, LIENS, ENCUMBRANCES, SUITS, ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, DAMAGES, EXPENSES AND LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF GATHERER GROUP.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OF OR BY PRODUCER, ARE DISCLAIMED.
(b)Gatherer warrants that the Net Delivery Quantity tendered for delivery to Producer at the Delivery Point(s) will be free and clear of any and all liens, encumbrances and adverse 

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claims of every kind by, through and under Gatherer, but not otherwise.  Gatherer shall pay or cause to be paid all taxes levied on or with respect to the Gathering System.  GATHERER AGREES TO INDEMNIFY, DEFEND, AND HOLD PRODUCER GROUP HARMLESS FROM AND AGAINST ANY AND ALL TAXES, PAYMENTS, LIENS, ENCUMBRANCES, SUITS, ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, DAMAGES, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY AND INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES) ON ACCOUNT OF ANY AND ALL TAXES, LIENS, ENCUMBRANCES AND ADVERSE CLAIMS BY, THROUGH AND UNDER GATHERER, BUT NOT OTHERWISE AND EXCEPT TO THE EXTENT THAT ANY SUCH TAXES, PAYMENTS, LIENS, ENCUMBRANCES, SUITS, ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, DAMAGES, EXPENSES OR LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF PRODUCER GROUP.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OF OR BY GATHERER, ARE DISCLAIMED.
(c)Producer agrees to receive all payments for Producer’s Products sold by it, including payments due to working interest owners, royalty and overriding royalty owners, and holders of other burdens, and to disburse such payments to the parties legally entitled thereto in accordance with the provision of the leases or agreements creating the respective interests of such parties, or as otherwise required by Applicable Law.  PRODUCER AGREES TO INDEMNIFY, DEFEND, AND HOLD GATHERER GROUP HARMLESS FROM ANY AND ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR IN ANY WAY RELATED TO GATHERER’S DISBURSEMENT OF PROCEEDS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING ANY AMOUNT ATTRIBUTABLE TO AN INTEREST ERRONEOUSLY CLAIMED BY PRODUCER AND/OR PAID BY GATHERER.  Producer shall notify Gatherer in writing of any future change in ownership or payment address and shall furnish Gatherer with recorded documentation with respect thereto.
(d)As a principal condition and consideration for the execution of this Agreement by Gatherer, Producer warrants and agrees that none of the Products, water, or constituents therewith tendered hereunder at the Receipt Points has, at the time of tender at the Receipt Points, flowed, or is intended to flow, in interstate commerce.  In the event of failure of Producer’s warranty contained in this Section ‎8.1(d), Gatherer, in addition to all other remedies under this Agreement, at law or in equity, shall have the right, at Gatherer’s election, upon delivery of written notice to Producer, to refuse receipt of the Products which have caused a breach of such warranty.  Gatherer’s election to refuse receipt of Products pursuant to this Section ‎8.1(d) shall not release Producer from liability to Gatherer for any losses sustained due to Producer’s breach and PRODUCER AGREES TO INDEMNIFY, DEFEND AND HOLD GATHERER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING COURT 

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COSTS AND REASONABLE ATTORNEYS’ FEES) ARISING FROM SUCH BREACH, EXCEPT TO THE EXTENT THAT SUCH LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES OR LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF GATHERER GROUP.
Section 8.2  Substances Recovered in Pipeline.  All substances, whether or not of commercial value, of whatever nature (but excluding, for the sake of clarity, Producer’s Products, water, FL&U and Producer’s Condensate), which Gatherer recovers in the course of rendering the gathering and compression services, will be Gatherer’s sole property and hereby conveyed to Gatherer free and clear of any liens, claims, or other encumbrances.  Except for payments expressly due Producer hereunder, Gatherer will not be obligated to account to Producer for any value, whether or not realized by Gatherer, that may attach or be said to attach to such substances.
ARTICLE 9​
TERM
Section 9.1  Term. This Agreement will remain in full force and effect until October 1, 2032 (the “Primary Term”). Unless terminated by Producer as provided below in this Section 9.1, upon the expiration of the Primary Term, this Agreement shall renew automatically for additional terms of twelve (12) months each thereafter (each, a “Renewal Term”) on the existing terms (including the then-existing rates) for up to four (4) total Renewal Terms. No later than the date which is one hundred eighty (180) Days prior to the expiration of the Primary Term or Renewal Term (as applicable), Producer may elect in writing (a “Termination Notice”) to terminate this Agreement. Upon Producer’s delivery to Gatherer of the Termination Notice, the Parties agree to negotiate in good faith an extension of this Agreement on the same terms and conditions. The period of time that this Agreement remains in effect pursuant to this Section 9.1 is referred to as the “Term”.
ARTICLE 10​
QUALITY AND MEASUREMENT
Section 10.1  Gas Quality Specifications.  
(a)Producer’s Gas received and delivered at each Receipt Point will meet the following quality specifications:
(i)Hydrogen Sulfide - not to exceed 100 parts per million by volume;
(ii)Total Sulfur - including mercaptans and hydrogen sulfide, not to exceed one grain per one hundred Cubic Feet of Gas;
(iii)Carbon Dioxide - not to exceed 3% by volume;
(iv)Temperature - not less than forty degrees (40°) Fahrenheit and not more than one hundred twenty (120°) Fahrenheit;
(v)Nitrogen - not to exceed 1% by volume and total inert Gases not to exceed 3% by volume;

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(vi)Other - not to contain any carbon monoxide, halogens or unsaturated hydrocarbons; and
(vii)Hazardous Waste - not to contain hazardous waste as defined in the Resource Conservation and Recovery Act of 1976.
Gatherer hereby acknowledges and agrees that nothing herein shall be deemed to obligate Producer to separate Gas from Producer’s Products and other hydrocarbons (including all components contained therein and water therewith) that are received and delivered at each Receipt Point.
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(b)If Producer delivers Gas not meeting the specifications set forth in Section ‎10.1(a), Gatherer shall accept such non-specification Gas, provided that Gatherer is only required to accept such non-specification Gas to the extent (i) after separation, processing and stabilization pursuant and subject to the terms of Section ‎10.3, such non-specification Gas will not be rejected by any Person receiving such Gas at the Delivery Point(s) or any point downstream thereof and (ii) Gatherer determines, in its sole reasonable discretion, that such non­specification Gas will not cause damage to person or property.  Subject to the foregoing and Section ‎10.3, to the extent that Gatherer incurs out-of-pocket costs in connection with delivering Producer’s Gas not meeting the specifications set forth in this Section ‎10.1 to the Delivery Point(s) or any point downstream thereof (including without limitation, any downstream intrastate or interstate pipeline), Producer shall reimburse Gatherer for such out-of-pocket costs.
Section 10.2  Oil Quality Specifications. 
(a)Producer’s Oil received and delivered at each Receipt Point will meet the following quality specifications:
Constituent or PropertyLimit
Sediment (excluding water)Not more than 4.0% by volume 
Temperature Not more than 135°F
Hydrogen Sulfide Not more than 100 ppm
ViscosityNot to exceed 1.5 centistokes at 135°F
Total Sulphur Not more than 0.3% by weight 
Organic Chlorides Not more than 1.5 ppm
Olefins Not more than 0.5%
MercaptansNot more than 0.025% by weight
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Gatherer hereby acknowledges and agrees that nothing herein shall be deemed to obligate Producer to separate Oil from Producer’s Products and other hydrocarbons (including all components contained therein and water therewith) that are received and delivered at each Receipt Point.
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(b)If Producer delivers Oil not meeting the specifications set forth in Section ‎10.2(a), Gatherer shall accept such non-specification Oil, provided that Gatherer is only required to accept such non-specification Oil to the extent (i) after separation, processing and stabilization pursuant and subject to the terms of Section ‎10.3, such non-specification Oil will not be rejected by any Person receiving such Oil at the Delivery Point(s) or any point downstream thereof and (ii) Gatherer determines, in its sole reasonable discretion, that such non-specification Oil will not 

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cause damage to person or property.  Subject to the foregoing and Section ‎10.3, to the extent that Gatherer incurs out-of-pocket costs in connection with delivering Producer’s Oil not meeting the specifications set forth in this Section ‎10.2 to the Delivery Point(s) or any point downstream thereof (including without limitation, any downstream intrastate or interstate pipeline), Producer shall reimburse Gatherer for such out-of-pocket costs.
Section 10.3  Delivery Specifications.  Subject to Producer providing Products which satisfy the requirements set forth in Section ‎10.1 and Section ‎10.2, Gatherer shall separate, process and stabilize Producer’s Products such that upon delivery at the Delivery Points such Producer’s Products meet the required quality specifications of the Person receiving such Producer’s Products under the applicable contract, agreement or arrangement between Producer and such Person (and Gatherer, as applicable).  Notwithstanding the immediately foregoing sentence, without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), Gatherer shall not be required to comply with quality specifications that exceed more than a reasonable deviation from the most stringent quality specifications provided for in the contracts, agreements and arrangements of Producer for Producer’s Products as of the Effective Date.  Producer shall promptly notify Gatherer when it becomes aware of any change in required quality specifications under such contracts, agreements or arrangements.
Section 10.4  Indemnification for Non-Specification Products.
(a)PRODUCER HEREBY INDEMNIFIES AND HOLDS GATHERER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES, INJURY TO AND DEATH OF PERSONS, PROPERTY DAMAGE CLAIMS, OR PENALTIES FOR ENVIRONMENTAL DAMAGE, POLLUTION AND CONTAMINATION) ARISING FROM PRODUCER’S DELIVERY OF PRODUCTS WHICH FAIL TO MEET THE QUALITY SPECIFICATIONS OF THIS ARTICLE ‎10, EXCEPT TO THE EXTENT THAT SUCH LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES OR LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF GATHERER GROUP.
(b)GATHERER HEREBY INDEMNIFIES AND HOLDS PRODUCER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES AND LIABILITIES (OF WHATSOEVER NATURE WHETHER ARISING OUT OF CONTRACT, TORT OR STRICT LIABILITY, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES, INJURY TO AND DEATH OF PERSONS, PROPERTY DAMAGE CLAIMS, OR PENALTIES FOR ENVIRONMENTAL DAMAGE, POLLUTION AND CONTAMINATION) ARISING FROM GATHERER’S DELIVERY OF PRODUCTS WHICH FAIL TO MEET THE QUALITY SPECIFICATIONS OF SECTION ‎10.3, EXCEPT TO THE EXTENT THAT SUCH LOSSES, DAMAGES, CLAIMS, ACTIONS, EXPENSES OR LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF PRODUCER GROUP.
Section 10.5  Additional Fees, Costs or Penalties.  Without duplication of Section ‎10.1(b), Section 10.2(b), and Section ‎10.4(a), if a Person receiving Producer’s Products at or downstream 

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of the Delivery Points (including without limitation, any downstream intrastate or interstate pipeline) imposes additional fees, costs or penalties upon Gatherer for the receipt of non-specification Products, Gatherer may, in its sole discretion, assess such additional fees, costs or penalties upon any or all producers, including Producer, that contributed to such additional fees, costs or penalties by delivering non-specification Oil or Gas, on a pro rata basis.
Section 10.6  Measurement and Allocation.  All measurement and allocation of Producer’s Products and water delivered by Producer at the Receipt Points and Producer’s Condensate and water recovered and removed and Producer’s Products delivered by Gatherer at the Delivery Points shall be performed by Gatherer.
(a)Products received and delivered under this Agreement will be measured by metering facilities installed, operated and maintained by Gatherer or its designee at, or supporting, each Delivery Point. Such measurement stations shall be equipped with orifice meters or ultrasonic flow measurement devices.  Gatherer has the right, within its reasonable discretion, to install composite sampling devices and/or on line chromatographs.
(b)The measurement of Products at the Delivery Points will be conducted in accordance with the following:
(i)Measurement under this Agreement will be based on the Unit of Volume.  The Unit of Volume shall be corrected for actual water vapor, at a pressure and temperature existing at the point of measurement, by applying industry accepted practices and procedures.  All quantities given herein, unless expressly stated, are in terms of such unit.  The average atmospheric pressure will be assumed to be fourteen and seventy three-hundredths (14.73) pounds per square inch, irrespective of the actual natural atmospheric pressure from time to time.  Whenever conditions of temperature and pressure differ from such standard, conversion of the volume of Gas from such conditions to the standard conditions will be made in accordance with the Ideal Gas Laws corrected for deviation of the Gas from Boyle’s Law in accordance with the methods and formulae prescribed in AGA Report No. 8 Compressibility Factors of Natural Gas and Other Hydrocarbon Gases, as last amended.
(ii)Measurement, both volumetric and thermal, will be computed in accordance with the latest publications of the AGA in AGA Report No. 3, Orifice Metering of Natural Gas, ANSI/API 2530, latest revision or AGA Report No. 9, Measurement of Gas by Multi-path Ultrasonic Meters.
(iii)The specific gravity of the Gas will be determined at the points of measurement by one of the following methods, selected in Gatherer’s reasonable discretion: (1) an online chromatograph, (2) continuous sampling, or (3) spot sampling.
(iv)The temperature when Gas is flowing, the factor for specific gravity according to the latest test therefor and the corrections for deviation from Boyle’s Law applicable during each metering period will be used to make proper computations of Gas volumes measured under this Agreement.

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(v)At least annually, Gatherer will obtain a representative sample of the Gas at each point of measurement under this Agreement.  The Gross Heating Value of Gas will, at Gatherer’s option, be determined at each point of measurement: (1) by an online chromatograph, (2) by continuous samples, or (3) by spot samples, taken by Gatherer or its nominee by application of the methods contained in API/GPA standards and in such amendments and revisions thereto and superseding reports thereof as recommended by the API/GPA committee.  The Gross Heating Value shall be computed per GPA standard 2172, Calculation of Gross Heating Value, Relative Density, Compressibility and Theoretical Hydrocarbon Liquid Content for Natural Gas Mixtures for Custody Transfer, and converted to the condition specified in the definition of Unit of Volume.  If an analytical chromatograph is used, such analytical chromatograph is to be of a design and manufacture mutually agreeable to Producer and Gatherer.  The physical constants used in Btu computation for a perfect Gas will be derived from the “Table of Physical Constants of Paraffin Hydrocarbons and Other Compounds” as published in the GPA Standard 2145 and superseding revisions thereof.  The analysis will be complete and individual values in mol percent or fraction of each hydrocarbon compound will be listed through CH6.  The CH6+ values will be as stated in GPA standard 2261, 7.3.6 Table IV (as may be revised from time to time) or, at Gatherer’s option, by use of an extended analysis.  The analysis will further include the mol fraction or percent individually of additional compounds contained in chromatographically measurable quantity contained in the sample.  The method to be used for chromatographic analysis will be that contained in GPA standard 2261, Analysis for Natural Gas and Similar Gaseous Mixtures by Gas Chromatography and any superseding revisions thereof.
(vi)At Gatherer’s reasonable discretion, other types of Btu per Cubic Foot measuring devices may be installed and operated, and the Gross Heating Value will be computed in accordance with the manufacturer’s instructions for same and consistent with industry-accepted practices for transmission Btu per Cubic Foot measurement.
(vii)If any standards or methods for calculations or determinations set forth in any applicable GPA publications are revised, both Parties agree that this Agreement will be automatically amended accordingly.
(viii)Gatherer, or its designee, will install, own, operate and maintain, at Gatherer’s sole cost and expense, industry standard type measuring and testing equipment necessary to measure and test Products transported under this Agreement and will keep the same accurate and in good repair.  Any measurement equipment installed subsequent to the date of this Agreement shall meet the then most current industry standards.  At least annually, Gatherer will verify the accuracy of Gatherer’s measuring and testing equipment.  Data editing, calibrations, repairs and adjustments of Gatherer’s measuring and testing equipment will be done only by employees of Gatherer or its designated representatives.  Producer or its designated representative may, in the presence of an employee of Gatherer or Gatherer’s designated representative, have access to Gatherer’s measuring and analyzing equipment at any reasonable time, and shall be given prior notification of, and have the right to witness, all tests, calibrations and adjustments thereof.  All tests scheduled under this Agreement will be preceded by reasonable notice to Producer.  Upon the request of Producer for a special test of any meter or auxiliary equipment, Gatherer will promptly 

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verify the accuracy of same; provided, however, that the cost of such special test will be borne by Producer, unless the percentage of inaccuracy found is more than 2% of a recording corresponding to the average hourly rate of Products flow.  If, upon any test, any measuring equipment is found to be inaccurate, such inaccuracy will be taken into account in a practical manner in computing the deliveries.  If the resultant aggregate inaccuracy in the computed receipts is not more than 2% of a recording corresponding to the average hourly rate of Products flow for the period since the last preceding test, previously calculated receipts will be deemed accurate.  All equipment will, in any case, be adjusted at the time of test to record accurately.  If, however, the resultant aggregate inaccuracy in computed receipts exceeds 2% of a recording corresponding to the average hourly rate of Products flow for the period since the last preceding test, the previous recordings of such equipment will be corrected to zero error for any period that is known definitely or mutually agreed upon.  If the period is not known definitely or mutually agreed upon, such correction will be for a period extending back the lesser of (i) one-half of the time elapsed since the date of the last test, or (ii) forty-five (45) Days.
(ix)If any meter or auxiliary equipment is out of service or out of repair for a period of time so that the amount of Products delivered cannot be ascertained or computed from the reading thereof, the Products delivered during such period will be estimated based on the best data available, using the first of the following methods that is feasible: (i) by using the registration of any check meter or meters, if installed and accurately registering, (ii) by correcting the error if the percentage of error is ascertainable by calibration tests or mathematical calculations, (iii) by estimating Products volumes on the basis of deliveries during the preceding periods under similar conditions when the equipment was registering accurately, or (iv) by other methods mutually acceptable to both Parties.
(x)Upon request of Producer and if an EFM is installed, Gatherer will provide an electronic measurement audit package that complies with API Chapter 21.1 Measurement to Producer for examination, the same to be returned within thirty (30) Days.  Gatherer’s measurement audit package for a given Month will be deemed correct if no written objection thereto is served on either Party by the other within the twelve-month period following such Month, but the same will be retained for a period of two (2) years.  If measurement is provided with a chart recorder, then Producer will be entitled to review the original measurement records at Gatherer’s premises during normal business hours.  In addition, if an EFM is installed, Gatherer shall allow Producer to connect to it and access all relevant data, provided such access does not unreasonably interfere with the operation of the Gathering System or Gatherer’s equipment.
(xi)If it is determined prior to, or as a result of, in-service tests, experience and observation by either Producer or Gatherer that pulsations exist that affect the measurement accuracy, the operator of the facility or facilities agrees to install and operate mechanical dampening equipment necessary to eliminate such pulsations.
(xii)If at any time during the term of this Agreement a new method or technique is developed with respect to Products measurement or the determination of the factors used in such Products measurement, such new method or technique may be substituted for the method set forth in this Section ‎10.6 upon prior written consent of Producer, which shall 

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not be unreasonably withheld, conditioned or delayed.  Gatherer will notify Producer in writing of any such election prior to actually implementing such substitution.
(xiii)Producer may install, operate, and maintain (at its sole cost, risk and expense, but in the same manner as is required for Gatherer’s equipment hereunder) check measuring, metering and testing equipment of standard type; provided, that the same does not interfere with the operation of the Gathering System or Gatherer’s equipment.  Gatherer will have the same rights with respect to such check measuring, metering and testing equipment of Producer as are granted to Producer with respect to Gatherer’s measuring, metering and testing equipment.
ARTICLE 11​
FORCE MAJEURE
Section 11.1  Force Majeure.  “Force Majeure” means any blockades, insurrections, riots, strikes, lock outs, epidemics, flood, washouts, landslides, mudslides, earthquakes, storms, hurricanes and tropical storms or threat of such, extreme cold or freezing weather, lightning, restraint of rulers and peoples, civil disturbances, terrorist activities, explosions, maintenance (whether routine or non-routine, or scheduled or unscheduled) or breakage of or accidents to machinery, lines of pipe or any portion of the Gathering System, the failure of necessary downstream pipelines to take Oil or Gas under firm service or to install, repair or operate necessary facilities to receive Products, the order of any Governmental Authority having jurisdiction (so long as the Party claiming suspension has not applied for or assisted in the application for, and has opposed where and to the extent reasonable, such order, and as long as such order is not the result of a failure by the claiming Party to comply with Applicable Law), or any other cause, whether of the kind in this Agreement enumerated or otherwise, not reasonably within the Control of the Party claiming suspension, not caused by the negligence or willful misconduct of that Party’s Group and which by the exercise of due diligence such Party is unable to prevent or overcome; provided that, and expressly subject to the foregoing limitations on claiming suspension and as may be otherwise provided for in this Agreement, for the avoidance of doubt, with respect to Gatherer, the inability of Gatherer to perform its obligations pursuant to this Agreement as a result of Gatherer’s operations pursuant to this Agreement violating (or being challenged as violating) any Dedicated Instrument shall constitute “Force Majeure” hereunder.
Section 11.2  Exclusions from Force Majeure.  “Force Majeure” specifically excludes the following occurrences or events: the loss, interruption, or curtailment of interruptible transportation on any pipeline necessary to make or take delivery of Oil or Gas under this Agreement (unless and to the extent such event also curtails firm service at the same point); the increase or decrease in supply of Oil or Gas; allocation or reallocation of production by well operators, pipelines, or other parties; loss of markets; loss of supply; depletion of Oil or Gas reserves; and with respect to Producer, termination or violation (or challenge as a violation) of any Dedicated Instrument shall not constitute “Force Majeure” hereunder unless such violation or termination (or challenge) is solely the result of an act or omission by the Gatherer Group that constitutes a failure by Gatherer to comply with the requirements of this Agreement (including, for the sake of clarity, Section ‎2.1) or is otherwise caused solely by the gross negligence or willful misconduct of the Gatherer Group.

33




Section 11.3  Performance Excused; Mitigation Duty.  In the event a Party is rendered unable, wholly or in part, by an event of Force Majeure, to carry out its obligations under this Agreement, such Party shall be excused from performance under this Agreement and shall not be liable for any failure to perform (except as set forth in the last sentence of this ‎Section 11.3  ) during a Force Majeure event, and neither Gatherer nor Producer will be liable in damages to the other for any act, omission, or circumstances occasioned by or in consequence of such Force Majeure event (except as set forth in the last sentence of this ‎Section 11.3  ), in each case, to the extent affected by such Force Majeure event. Except as provided herein, the Party experiencing a Force Majeure event shall use commercially reasonable efforts to mitigate the effects of any Force Majeure event and to remedy any inability to perform its obligations hereunder due to such events as promptly as reasonably practicable. It is understood and agreed that the settlement of strikes or lockouts shall be entirely with the discretion of the Party affected thereby, and that the above requirement that any Force Majeure shall be mitigated using commercially reasonable efforts shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the sole discretion of the Party affected thereby. Notwithstanding anything to the contrary in this ‎Section 11.3  , no Party shall be excused from any indemnity obligation or any payment obligation for amounts due or becoming due under this Agreement by reason of this ‎Section 11.3  .
Section 11.4  Notices.  If any Force Majeure event should occur, the Party adversely affected thereby shall promptly give notice thereof to the other Party.  Such notice shall: (i) state the date that the Force Majeure event began, (ii) describe the Force Majeure event, (iii) describe the proposed actions to mitigate or cure the Force Majeure event and (iv) provide an estimate of the date the condition of Force Majeure shall cease.
ARTICLE 12​
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 12.1  Gatherer’s General Representations and Warranties.  Gatherer represents and warrants to Producer as follows:
(a)Gatherer is a limited liability company formed and validly existing under the laws of the State of Delaware;
(b)Gatherer has all requisite limited liability company power and authority to enter into this Agreement on the terms described herein and to perform its obligations under this Agreement;
(c)the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not violate, nor be in conflict with, any provision of any constituent documents of Gatherer; and
(d)this Agreement has been duly executed and delivered by Gatherer and all documents required hereunder to be executed and delivered by Gatherer have been duly executed and delivered and this Agreement and such documents constitute legal, valid and binding obligations of Gatherer enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws 

34




affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
Section 12.2  Producer’s Representations and Warranties.  Producer represents and warrants to Gatherer as follows:
(a)Producer is a limited liability company formed and validly existing under the laws of the State of Delaware;
(b)Producer has all requisite limited liability company power and authority to enter into this Agreement on the terms described herein and to perform its obligations under this Agreement;
(c)the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not violate, nor be in conflict with, any provision of any constituent documents of Producer; and
(d)this Agreement has been duly executed and delivered by Producer and all documents required hereunder to be executed and delivered by Producer have been duly executed and delivered and this Agreement and such documents constitute legal, valid and binding obligations of Producer enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
ARTICLE 13​
ASSIGNMENT
This Agreement, including, without limitation, any and all renewals, extensions, amendments and/or supplements hereto, will run with the land and will be binding upon and inure to the benefit of the successors and assigns of the parties hereto, provided that neither Party may assign or otherwise convey all or any portion of its right, title, or interest under this Agreement without obtaining the prior written consent of the other Party, which consent will not be unreasonably withheld, conditioned, or delayed, and any attempts to assign without such consent will be void.  Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such Party or its Affiliates without the consent of the other Party, (iii) Gatherer may assign this Agreement without Producer’s consent in connection with the sale or transfer of the Gathering System, and (iv) Producer may assign or partially assign this Agreement without Gatherer’s consent in connection with the sale or transfer of all or part of the Dedicated Acreage.  If any transfer of this Agreement occurs, (a) the transferee (other than any grantee under any lien, pledge, encumbrance or security interest) shall assume in writing the obligations and liabilities of the transferor under this Agreement (the “Assumed Obligations”); (b) in the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of any transferee’s assumption of the Assumed Obligations if such assignee has a credit rating equal to or higher than Producer’s at the time of such sale or transfer, provided that Gatherer’s combined obligations to 

35




Producer and to any partial transferee of Producer are no greater than Producer’s obligations prior to such transfer; and (c) no transfer or succession to the interest of Producer hereunder, wholly or partially, shall affect or bind Gatherer until the first of the month following the date Gatherer has received a copy of the recorded transfer document or other proof satisfactory to Gatherer that the claimant is legally entitled to such interest.  If Producer is directly or indirectly acquired by a third party that, immediately prior to the closing of such acquisition, is not an Affiliate of Producer, then none of the wells, lands, or leases within the Dedicated Acreage owned (or under or otherwise subject to a third-party contract to be acquired) by the acquiring third party or it’s Affiliates shall become subject to this Agreement; provided, however, that Producer and Producer’s Products (excluding any Person that is not an Affiliate of Producer immediately prior to the closing of such acquisition) shall remain subject to this Agreement (including with respect to ‎Section 2.6  ).
ARTICLE 14​
DEFAULT; REMEDIES
Section 14.1  Default.  The following shall constitute events of “Default” under this Agreement by Producer or Gatherer, as applicable:
(a)if such Party fails to pay any amount due to the other Party when the same is due, and such Party’s account remains delinquent beyond a twenty (20) Day period, exclusive of any amounts subject to a good faith dispute pursuant to Section ‎5.4;
(b)if such Party experiences an Insolvency Event;
(c)if such Party is in material breach of this Agreement (other than for failure to pay amounts due subject to a good faith dispute, which is addressed in Section ‎14.1(a)), and that breach is not cured within forty-five (45) Days after receipt by such Party of written notice from the other Party asserting such breach.
Section 14.2  Remedies.  If a Party is in Default, the non-Defaulting Party may, in addition and without prejudice to any other remedies such non-Defaulting Party may have under this Agreement or at law or in equity, suspend all performance under this Agreement and/or terminate this Agreement, in each case upon ten (10) Days written notice. The Parties agree that monetary damages may not be an adequate remedy for a Default. In the event of any Default by a Party, the non-Defaulting Party, at its election, may seek specific performance of the Defaulting Party’s obligations or other appropriate equitable relief. 
ARTICLE 15​
CHOICE OF LAW; DISPUTE RESOLUTION; JURISDICTION; VENUE
Section 15.1  Choice of Law.  This Agreement will be interpreted, construed, and governed by the laws of the state of Texas, without reference to conflicts of law principles thereof that might apply the laws of another jurisdiction.
Section 15.2  Dispute Resolution.  The Parties desire to resolve any disputes related to this Agreement that may arise by mutual agreement, if possible.  All disputes arising out of or relating to this Agreement that are not resolved by mutual agreement of the Parties shall be resolved using the provisions of this Section ‎15.2.

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(a)If a dispute or disputes arise out of or relating to this Agreement, a Party shall give notice of the dispute(s) to the other Party, and each Party will appoint an employee to negotiate with the other Party concerning the dispute(s).  If the dispute(s) have not been resolved by negotiation within thirty (30) Days of the initial dispute notice, the dispute(s) shall be exclusively and finally resolved by binding arbitration in Houston, Texas in accordance with the then current Rules for Non-Administered Arbitration of the International Institute for Conflict Prevention and Resolution (“Rules”) and this Section ‎15.2.
(b)The arbitration shall be governed by the Rules, to the exclusion of any provision of state law inconsistent with them.  The arbitration shall be initiated by a Party seeking arbitration by notice transmitted to the other Party or Parties to be involved.
(c)The Parties shall select one disinterested arbitrator with at least 10 years’ experience in the midstream oil and gas industry and ten (10) years’ experience with oil and gas law, and not previously employed by either Party or its Affiliates, and, if possible, shall be selected by agreement between the Parties.  If the Parties cannot select an arbitrator by agreement within fifteen (15) Days of the date of the notice of arbitration, a qualified arbitrator will be selected in accordance with the Rules.
(d)If the dispute(s) involves an amount greater than $150,000, the dispute(s) will be decided by a panel of three arbitrators with the above qualifications, one selected by each Party, and the third selected by the Party-appointed arbitrators, or in the absence of their agreement, pursuant to the Rules.
(e)The arbitrator(s) shall resolve the disputes and render a final award in accordance with the substantive law of the state of Texas.
(f)If arbitration is necessary to resolve a dispute, the arbitral tribunal is authorized to award costs and reasonable attorneys’ fees or allocate them between the Parties, and the costs of the arbitration proceedings, including reasonable attorneys’ fees, shall be borne in the manner determined by the arbitral tribunal.
(g)The decision of the arbitrator(s) shall be final and binding on both Parties and shall set forth the reasons for the award in writing, and judgment on the arbitration award may be entered in any court having jurisdiction.
ARTICLE 16​
NOTICES
Section 16.1  Notices.  Any notice, request, demand, statement, bill, payment or other communication provided for in this Agreement or any notice which any Party may desire to give to the other, will be in writing and will be considered as duly delivered if delivered by mail, email, commercial courier, or personally, to the address or facsimile numbers of the applicable Parties, and to the attention of their respective contact persons, as follows:

37




	Gatherer:
	Catarina Midstream, LLC
c/o Evolve Transition Infrastructure LP 
1360 Post Oak Blvd, Suite 2400
Houston, Texas 77056
Attn: Chief Financial Officer 
Email: cward@evolvetransition.com


with a copy (which shall not constitute notice) to: 

Hunton Andrews Kurth LLP
600 Travis Street, Suite 4200
Houston, Texas 77002 
Attention: Philip Haines 
Email: phaines@huntonak.com
	Producer:
	SN Catarina, LLC
c/o Mesquite Energy, Inc.  
Pennzoil Place
700 Milam Street, Suite 600
Houston, Texas 77002 
Attn: General Counsel
Email: gkopel@mesquite-energy.com


with a copy (which shall not constitute notice) to: 

Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, Texas 77002
Attention: James S. Robertson
Email: JRobertson@gibsondunn.com
​
Notwithstanding the foregoing of this Section ‎16.1, statements, bills and invoices may be delivered via email or other electronic means as may be agreed to between the Parties and nominations and changes thereto may be delivered pursuant to Section ‎6.1.  Either Party may at any time and from time to time by written notice to the other Party designate different persons or addresses for notice.
Notices will be deemed received: (a) if sent by first class mail, three (3) Business Days after the postmark date when properly addressed and deposited in the United States mail, first class postage prepaid; (b) if sent by email, upon transmission so long as the sender does not receive an automatic system notification that such email was not deliverable; (c) if sent by commercial courier, upon the date of actual delivery as evidenced by the recipient’s written acknowledgment of receipt; and (d) if delivered personally, upon the date of actual delivery.
ARTICLE 17​
MISCELLANEOUS PROVISIONS
Section 17.1  FL&U Limitation; Other System Fuel.  

38




(a)If the quantity under clause (i) of the definition of “FL&U”, above, exceeds the FL&U Maximum of the Products as compared between the Receipt Points and the Delivery Points pursuant to Section ‎10.6 for a period of sixty consecutive (60) days, Producer may cause the Parties to retain a mutually agreeable third party to review the Gathering System’s operation and measurement to determine the cause of such loss.  If, as a result of such third party review, it is determined that the loss is attributable to Gatherer’s measurement and/or operation of the Gathering System not being in accordance with standard industry practice, Gatherer shall reimburse to Producer a dollar amount equal to the quantity under clause (i) in excess of the FL&U Maximum of the Products for such consecutive sixty (60) day period multiplied by the actual average daily price received by Producer for the Products during such sixty (60) day period and Gatherer shall pay for the third party review.  Otherwise, such third party review will be paid for by Producer.
(b)Each Month, Gatherer shall meter and measure all Producer’s Gas used by Gatherer to generate electricity other than Producer’s Gas used by Gatherer to generate electricity at the South Appraisal Separator (as shown on Exhibit F attached hereto) (“Other System Fuel”), and, unless both Parties agree otherwise (in writing) with respect to Gatherer’s use of any Other System Fuel, Gatherer shall account to Producer for the actual amount of Producer’s Gas used as Other System Fuel for such Month pursuant to Section 5.2(a) and this Section 17.1(b). Gatherer shall calculate the value of the Other System Fuel used during the applicable Month based upon the price of Producer’s Gas received by Producer during such Month, and such amount, if any, shall be set forth on the statement delivered by Gatherer to Producer pursuant to Section 5.2(a) for the applicable Month and shall act as a reduction to the total amount set forth on such statement pursuant to Section 5.2(a)(vi).
Section 17.2  Counterparts.  This Agreement may be executed in two counterparts, and delivered by facsimile or other electronic means, each of which when so executed and delivered will be an original, and such counterparts together will constitute one instrument. The signatures of all Parties need not appear on the same counterpart and delivery of an executed counterpart signature page of this Agreement (including by means of email attaching a copy in portable document format (.pdf) will be equally as effective as delivery of an original executed counterpart of this Agreement in the presence of the other Parties. 
Section 17.3  Entire Agreement.  This Agreement, including the Exhibits referenced in and attached to this Agreement, contains the entire agreement of Gatherer and Producer with respect to the matters addressed in this Agreement and will be amended only by an instrument in writing signed by both Parties.  The Parties acknowledge that this Agreement will be deemed and considered for all purposes as prepared through the joint efforts of the Parties and will not be construed against a Party as a result of the preparation, submittal, negotiation or drafting of this Agreement.
Section 17.4  Mutual Waiver of Certain Remedies.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OTHER THAN REASONABLE ATTORNEYS’ FEES AND COURT COSTS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST OR 

39




DELAYED PRODUCTION OR LOST BUSINESS OPPORTUNITY, OR FOR BUSINESS LOSSES OR FOR ECONOMIC LOSSES OF THE OTHER PARTY ARISING OUT OF THIS AGREEMENT OR ANY BREACH HEREOF.  THIS SECTION ‎17.4 WILL APPLY NOTWITHSTANDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE OR OTHER FAULT OR RESPONSIBILITY OF THE PARTY WHOSE LIABILITY IS WAIVED BY THIS PROVISION, OR ANY OTHER EVENT OR CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED, AND REGARDLESS OF WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT.
Section 17.5  Confidentiality.  Gatherer and Producer, and their respective employees, agents, officers, directors, Affiliates and attorneys, will keep the terms of this Agreement confidential.  It is understood and agreed upon that disclosure of the terms of this Agreement to any Person who is not a Party to this Agreement could result in damage to the non-disclosing Party for which the disclosing Party may be held liable.  However, subject to the limitations set forth below, either Party may disclose the terms of this Agreement without prior permission of the other Party, to the following Persons (“Representatives”) in the following circumstances:
(a)to the extent disclosures may be reasonably required to effectuate performance of this Agreement or the construction or operation of the Gathering System;
(b)to any potential contractors or professional consultants or advisers engaged by or on behalf of such Party and acting in that capacity where such disclosure is essential to such Representative’s work;
(c)to financial institutions and other financing sources requiring such disclosure in connection with making, continuing or renewing a loan or making an investment in such Party or its Affiliates;
(d)as required by regulatory bodies, including, without limitation, the U.S. Securities and Exchange Commission and any stock exchange to which such Party or its Affiliates are subject, taxing authorities with jurisdiction over part or all of the subject matter of this Agreement and to other Persons to whom disclosure is required by such regulatory bodies;
(e)to courts or other tribunals having jurisdiction and requiring such disclosure, and to other Persons to whom disclosure is required by such courts or other tribunals;
(f)to current or prospective investors, partners, joint venture participants or purchasers of the assets or equity of either Party and their Affiliates;
(g)to independent certified public accountants for purposes of obtaining a financial audit;
(h)as required by subpoena or other legal discovery processes, or Applicable Law; and
(i)in connection with the exercise of remedies hereunder.
Section 17.6  Consent to Disconnection.  If this Agreement terminates for any reason whatsoever, Producer hereby consents and agrees that Gatherer shall be entitled to disconnect, at 

40




its sole cost and expense, any wells, leases, pipeline connections or other facilities utilized by Producer that deliver Producer’s Products at the Receipt Points under this Agreement after ten (10) Days prior written notice. “Disconnect” for the purposes of this ‎Section 17.6   means to remove metering facilities, pipelines and any other interconnection facilities through which Producer’s Products was delivered under this Agreement that are either owned by Gatherer, or owned by the pipeline with which Gatherer contracted for the gathering or transportation services at the Delivery Point(s). This consent and agreement by Producer in this paragraph applies to both Gatherer and Gatherer’s Affiliates, without distinction, and is intended in all respects to satisfy the laws, rules or regulations of any applicable jurisdiction.
Section 17.7  Governmental Regulations; Change in Regulations.
(a)This Agreement will be subject to all valid applicable state, local and federal laws, orders, directives, rules and regulations of any Governmental Authority having jurisdiction over this Agreement and the gathering and delivery of Producer’s Products under this Agreement.
(b)If the operating (fixed or variable) costs of the Gathering System change as a result of a Change in Law (including any Change in Law with respect to Emissions), Gatherer may charge Producer (and Producer shall pay) an additional fee hereunder to reimburse Gatherer for such increase in costs.  The amount of such fee shall be equal to the sum of the total capital costs of equipment or facilities installed by Gatherer (prorated over the useful life of such equipment and/or facilities and across the total volumes utilizing such equipment and/or facilities), the operating costs incurred in response to such change (including reasonable overhead) and a rate of return equal to Gatherer’s weighted average cost of capital, plus 5%.  Gatherer will submit to Producer a statement setting forth in reasonable detail the basis for and the calculation of such fee.
Section 17.8  No Waiver.  No waiver by either Party of any default of the other Party under this Agreement will operate as a waiver of any future default, whether of a like or different character or nature.
Section 17.9  Survival.  The provisions of Section ‎17.5 will survive any expiration or termination of this Agreement for a period of one (1) year.  The respective indemnification obligations of the Parties set forth in this Agreement and the provisions of clause (2) of Section ‎2.1, and Section ‎17.4 will survive any expiration or termination of this Agreement.  Any expiration or termination of this Agreement will not relieve Gatherer or Producer of any accrued obligations to pay monies due, if any, to the other Party or any obligations to settle any Imbalances due, if any, to the other Party or a Party receiving Producer’s Products dedicated hereunder, or any other obligations incurred or accrued before any expiration or termination of this Agreement.
Section 17.10  Severability; Underlying Agreements; Mitigation.  If any provision of this Agreement is determined to be invalid, illegal or unenforceable because it is contrary to Applicable Law or, if complied with or performed, would result in any breach or other violation of any Dedicated Instrument or otherwise conflicts with any Dedicated Instrument, all other provisions of this Agreement shall nevertheless remain in full force and effect, and the Parties hereby agree to amend this Agreement (and/or enter into other mutually acceptable agreements or arrangements) to the extent necessary to effect the original intent of the Parties and maintain the Parties’ relative economic burdens and benefits, as closely as possible.  Without limiting the foregoing, each Party 

41




shall take all reasonable steps, and shall reasonably cooperate with the other Party in good faith, to mitigate damages in respect of any claim under this Agreement for which it or another member of its Group is seeking indemnification and shall use reasonable efforts to avoid any costs or expenses associated with such claim and, if such costs and expenses cannot be avoided, to minimize the amount thereof.  Further, no Party shall take nor fail to take any action, which action or inaction induces, incentivizes or otherwise is reasonably likely to lead a third party to make a claim against a member of the other Party’s Group for which it seeks indemnification under this Agreement.  Additionally, if any provision of this Agreement, if complied with or performed, would result (or has resulted) in any breach or other violation (or is being challenged as a breach or other violation) of any Dedicated Instrument, otherwise conflicts (or is being challenged as conflicting) with any Dedicated Instrument, or would otherwise give (or has otherwise given) rise to a claim under this Agreement as a result of such a breach or other violation or conflict (or challenge) with respect to any Dedicated Instrument, each Party shall take all reasonable steps, and shall reasonably cooperate with the other Party in good faith, to mitigate damages with respect to such a breach or other violation or conflict (or challenge) and to amend this Agreement (and/or enter into other mutually acceptable agreements or arrangements) to the extent necessary to effect the original intent of the Parties and maintain the Parties’ relative economic burdens and benefits, as closely as possible.
Section 17.11  Integrated Transaction.  Gatherer and Producer intend and agree that this Agreement and all Exhibits hereto and the recorded memorandum required hereby constitute and are a single integrated transaction and such documents contain the entire agreement between the Parties with respect to the subject matter of this single, indivisible contract as of the Effective Date; and there are no prior agreements, understandings, representations, or warranties between the Parties, other than those set forth or referred to in such integrated transaction documents.  If a Party becomes the debtor in a case filed under any bankruptcy law at any time prior to the termination of this Agreement, such Party acknowledges and agrees that (i) for the purposes of assumption or rejection as an executory contract pursuant to the provisions of 11 U.S.C. §§101, et seq. (as may be amended from time to time) or other Applicable Law, this Agreement and any amendments hereto must be assumed in their entirety as a single, integrated contract and (ii) any failure by it to perform its obligations under the single, integrated contract will seriously prejudice the rights and interests of the other Party due to, among other factors, the risk of loss of oil, Products and other mineral production, proceeds and interests that would have a material adverse effect on the other Party and the value of its property interests, contractual rights, and business operations.
(Signatures Follow on Next Page)
​

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​

IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date first written above.
​
	​


	​



	​
	GATHERER:

	​
	​

	​
	CATARINA MIDSTREAM, LLC

	​
	​

	By:
	Evolve Transition Infrastructure LP,
its sole member
​

	By:
	Evolve Transition Infrastructure GP LLC,
its general partner
​

	​
	​

	By:
	/s/ Charles C. Ward

	Name:
	Charles Ward

	Title:
	Chief Financial Officer and Secretary



​
​
​
	​


	​



	​
	PRODUCER:

	​
	​

	​
	SN CATARINA, LLC

	​
	​

	​
	​

	By:
	/s/ Cameron W. George

	Name:
	Cameron W. George

	Title:
	Chief Executive Officer



​
​

Signature Page to Amended and Restated Firm Gathering and Processing Agreement




​
​

EXHIBIT A
Receipt Points (and CGPs); Delivery Point(s)
Western Catarina Receipt Points
	Meter Number(s)
	Receipt Point
	Maximum Receipt Capacity

		Flange of:
	
	API
	Well Name
	Pad
	
	42127337520100
	PILONCILLO A 01H
	A01
	Design capacity limit

	42127370580000
	PILONCILLO A 01HX
	A01
	Design capacity limit

	42127370590000
	PILONCILLO A 01HY
	A01
	Design capacity limit

	42127370600000
	PILONCILLO A 01HZ
	A01
	Design capacity limit

	42127337660100
	PILONCILLO A 02H
	A02
	Design capacity limit

	42127370550000
	PILONCILLO A 02HY
	A02
	Design capacity limit

	42127370560000
	PILONCILLO A 02HZ
	A02
	Design capacity limit

	42127338430200
	PILONCILLO A 03H
	A03/04
	Design capacity limit

	42127338440000
	PILONCILLO A 04H
	A03/04
	Design capacity limit

	42127339600000
	PILONCILLO A 05H
	A05
	Design capacity limit

	42127341090000
	PILONCILLO A 06HA
	A06
	Design capacity limit

	42127341080000
	PILONCILLO A 06HB
	A06
	Design capacity limit

	42127341100000
	PILONCILLO A 06HC
	A06
	Design capacity limit

	42127341110000
	PILONCILLO A 06HD
	A06
	Design capacity limit

	42127342970000
	PILONCILLO A 07HA
	A07
	Design capacity limit

	42127342990000
	PILONCILLO A 07HB
	A07
	Design capacity limit

	42127343000000
	PILONCILLO A 07HC
	A07
	Design capacity limit

	42127343020000
	PILONCILLO A 07HD
	A07
	Design capacity limit

	42127343820000
	PILONCILLO A 07HE
	A07
	Design capacity limit

	42127365400000
	PILONCILLO A 07HG
	A07
	Design capacity limit

	42127365410000
	PILONCILLO A 07HH
	A07
	Design capacity limit

	42127365420000
	PILONCILLO A 07HI
	A07
	Design capacity limit

	42127367930000
	PILONCILLO A 07HY
	A07
	Design capacity limit

	42127367940000
	PILONCILLO A 07HZ
	A07
	Design capacity limit

	42127343010000
	PILONCILLO A 08HA
	A08
	Design capacity limit

	42127343030000
	PILONCILLO A 08HB
	A08
	Design capacity limit

	42127343040000
	PILONCILLO A 08HC
	A08
	Design capacity limit

	42127343050100
	PILONCILLO A 08HD
	A08
	Design capacity limit

	42127369940000
	PILONCILLO A 08HE
	A08
	Design capacity limit

	42127369950000
	PILONCILLO A 08HF
	A08
	Design capacity limit

	42127370000000
	PILONCILLO A 08HG
	A08
	Design capacity limit

	42127343060000
	PILONCILLO A 08HL
	A08
	Design capacity limit

	42127345030000
	PILONCILLO A 09HW
	A09
	Design capacity limit

	42127345140000
	PILONCILLO A 09HX
	A09
	Design capacity limit

	42127345040000
	PILONCILLO A 09HY
	A09
	Design capacity limit




Exhibit A – Page 1




​

	42127345050000
	PILONCILLO A 09HZ
	A09
	Design capacity limit

	42127346800000
	PILONCILLO A 10HA
	A10
	Design capacity limit

	42127346780000
	PILONCILLO A 10HB
	A10
	Design capacity limit

	42127346790000
	PILONCILLO A 10HC
	A10
	Design capacity limit

	42127346810000
	PILONCILLO A 10HD
	A10
	Design capacity limit

	42127369270000
	PILONCILLO A 10HE
	A10
	Design capacity limit

	42127369280000
	PILONCILLO A 10HF
	A10
	Design capacity limit

	42127347290000
	PILONCILLO A 11HA
	A11
	Design capacity limit

	42127347040000
	PILONCILLO A 11HB
	A11
	Design capacity limit

	42127347030000
	PILONCILLO A 11HC
	A11
	Design capacity limit

	42127347080000
	PILONCILLO A 11HD
	A11
	Design capacity limit

	42127347240000
	PILONCILLO A 11HE
	A11
	Design capacity limit

	42127347230000
	PILONCILLO A 11HF
	A11
	Design capacity limit

	42127350240000
	PILONCILLO A 12HA
	A12
	Design capacity limit

	42127350210000
	PILONCILLO A 12HB
	A12
	Design capacity limit

	42127350230000
	PILONCILLO A 12HC
	A12
	Design capacity limit

	42127370780000
	PILONCILLO A 12HD
	A12
	Design capacity limit

	42127370790000
	PILONCILLO A 12HE
	A12
	Design capacity limit

	42127370860000
	PILONCILLO A 12HU
	A12
	Design capacity limit

	42127370870000
	PILONCILLO A 12HV
	A12
	Design capacity limit

	42127370880000
	PILONCILLO A 12HW
	A12
	Design capacity limit

	42127350250000
	PILONCILLO A 12HX
	A12
	Design capacity limit

	42127350260000
	PILONCILLO A 12HY
	A12
	Design capacity limit

	42127350290000
	PILONCILLO A 12HZ
	A12
	Design capacity limit

	42127347310000
	PILONCILLO A 13HV
	A13
	Design capacity limit

	42127347330000
	PILONCILLO A 13HW
	A13
	Design capacity limit

	42127347320000
	PILONCILLO A 13HX
	A13
	Design capacity limit

	42127347370000
	PILONCILLO A 13HY
	A13
	Design capacity limit

	42127347400000
	PILONCILLO A 13HZ
	A13
	Design capacity limit

	42127350890000
	PILONCILLO A 14HA
	A14
	Design capacity limit

	42127350730000
	PILONCILLO A 14HB
	A14
	Design capacity limit

	42127350740000
	PILONCILLO A 14HC
	A14
	Design capacity limit

	42127350820000
	PILONCILLO A 14HD
	A14
	Design capacity limit

	42127350850000
	PILONCILLO A 14HE
	A14
	Design capacity limit

	42127378400000
	PILONCILLO A 14HX
	A14
	Design capacity limit

	42127378420000
	PILONCILLO A 14HY
	A14
	Design capacity limit

	42127378410000
	PILONCILLO A 14HZ
	A14
	Design capacity limit

	42127347650000
	PILONCILLO A 15HL
	A15
	Design capacity limit

	42127347660000
	PILONCILLO A 15HM
	A15
	Design capacity limit

	42127347670000
	PILONCILLO A 15HW
	A15
	Design capacity limit

	42127347680000
	PILONCILLO A 15HX
	A15
	Design capacity limit

	42127347690000
	PILONCILLO A 15HY
	A15
	Design capacity limit

	42127347700000
	PILONCILLO A 15HZ
	A15
	Design capacity limit




Exhibit A – Page 2




​

	42127369290000
	PILONCILLO A 16HU
	A16
	Design capacity limit

	42127369300000
	PILONCILLO A 16HV
	A16
	Design capacity limit

	42127369310000
	PILONCILLO A 16HW
	A16
	Design capacity limit

	42127369320000
	PILONCILLO A 16HX
	A16
	Design capacity limit

	42127369330000
	PILONCILLO A 16HY
	A16
	Design capacity limit

	42127369340000
	PILONCILLO A 16HZ
	A16
	Design capacity limit

	42127372740000
	PILONCILLO A 18U
	A18
	Design capacity limit

	42127372750000
	PILONCILLO A 18V
	A18
	Design capacity limit

	42127372760000
	PILONCILLO A 18W
	A18
	Design capacity limit

	42127372780000
	PILONCILLO A 18X
	A18
	Design capacity limit

	42127372790000
	PILONCILLO A 18Y
	A18
	Design capacity limit

	42127372800000
	PILONCILLO A 18Z
	A18
	Design capacity limit

	42127369390100
	PILONCILLO A 23HA
	A23
	Design capacity limit

	42127369400000
	PILONCILLO A 23HB
	A23
	Design capacity limit

	42127373330000
	PILONCILLO A 23HC
	A23
	Design capacity limit

	42127373340000
	PILONCILLO A 23HD
	A23
	Design capacity limit

	42127373350000
	PILONCILLO A 23HE
	A23
	Design capacity limit

	42127373360000
	PILONCILLO A 23HF
	A23
	Design capacity limit

	42127373370000
	PILONCILLO A 23HG
	A23
	Design capacity limit

	42127373380000
	PILONCILLO A 23HH
	A23
	Design capacity limit

	42127369410000
	PILONCILLO A 23HX
	A23
	Design capacity limit

	42127354470000
	PILONCILLO A 23HY
	A23
	Design capacity limit

	42127354480000
	PILONCILLO A 23HZ
	A23
	Design capacity limit

	42127354670000
	PILONCILLO A 24HY
	A24
	Design capacity limit

	42127354690000
	PILONCILLO A 24HZ
	A24
	Design capacity limit

	42127377560000
	PILONCILLO A 25HA
	A25
	Design capacity limit

	42127377570000
	PILONCILLO A 25HB
	A25
	Design capacity limit

	42127377580000
	PILONCILLO A 25HC
	A25
	Design capacity limit

	42127377590000
	PILONCILLO A 25HD
	A25
	Design capacity limit

	42127377600000
	PILONCILLO A 25HE
	A25
	Design capacity limit

	42127372630000
	PILONCILLO A 25HX
	A25
	Design capacity limit

	42127372640000
	PILONCILLO A 25HY
	A25
	Design capacity limit

	42127372650000
	PILONCILLO A 25HZ
	A25
	Design capacity limit

	42127373390000
	PILONCILLO A 28HA
	A28
	Design capacity limit

	42127373400000
	PILONCILLO A 28HB
	A28
	Design capacity limit

	42127373410000
	PILONCILLO A 28HC
	A28
	Design capacity limit

	42127373420000
	PILONCILLO A 28HD
	A28
	Design capacity limit

	42127373430000
	PILONCILLO A 28HE
	A28
	Design capacity limit

	42127372820000
	PILONCILLO A 31HA
	A31
	Design capacity limit

	42127372830000
	PILONCILLO A 31HB
	A31
	Design capacity limit

	42127372840000
	PILONCILLO A 31HC
	A31
	Design capacity limit

	42127372850000
	PILONCILLO A 31HD
	A31
	Design capacity limit

	42127372860000
	PILONCILLO A 31HE
	A31
	Design capacity limit




Exhibit A – Page 3




​

	42127375540000
	PILONCILLO A 41HW
	A41
	Design capacity limit

	42127375550000
	PILONCILLO A 41HX
	A41
	Design capacity limit

	42127375560000
	PILONCILLO A 41HY
	A41
	Design capacity limit

	42127375570000
	PILONCILLO A 41HZ
	A41
	Design capacity limit

	42127379250000
	PILONCILLO A 42HA
	A42
	Design capacity limit

	42127379260000
	PILONCILLO A 42HB
	A42
	Design capacity limit

	42127379270000
	PILONCILLO A 42HC
	A42
	Design capacity limit

	42127379280000
	PILONCILLO A 42HD
	A42
	Design capacity limit

	42127379050000
	PILONCILLO A 43HW
	A43
	Design capacity limit

	42127379060000
	PILONCILLO A 43HX
	A43
	Design capacity limit

	42127379070000
	PILONCILLO A 43HY
	A43
	Design capacity limit

	42127379080000
	PILONCILLO A 43HZ
	A43
	Design capacity limit

	42479410610100
	PILONCILLO D 01H
	D01
	Design capacity limit

	42479412340000
	PILONCILLO D 03H
	D03
	Design capacity limit

	42479432870000
	PILONCILLO D 03HB
	D03
	Design capacity limit

	42479432880000
	PILONCILLO D 03HC
	D03
	Design capacity limit

	42479420380000
	PILONCILLO D 03HM
	D03
	Design capacity limit

	42479412160100
	PILONCILLO D 04H
	D04
	Design capacity limit

	42479415960000
	PILONCILLO D 04HA
	D04
	Design capacity limit

	42479415970000
	PILONCILLO D 04HB
	D04
	Design capacity limit

	42479415980000
	PILONCILLO D 04HC
	D04
	Design capacity limit

	42479415990000
	PILONCILLO D 04HD
	D04
	Design capacity limit

	42479416000000
	PILONCILLO D 04HE
	D04
	Design capacity limit

	42479412810000
	PILONCILLO D 05HA
	D05
	Design capacity limit

	42479412820000
	PILONCILLO D 05HB
	D05
	Design capacity limit

	42479412860000
	PILONCILLO D 05HY
	D05
	Design capacity limit

	42479412850000
	PILONCILLO D 05HZ
	D05
	Design capacity limit

	42479412510000
	PILONCILLO D 06HA
	D06
	Design capacity limit

	42479413750000
	PILONCILLO D 06HB
	D06
	Design capacity limit

	42479413510000
	PILONCILLO D 07HA
	D07
	Design capacity limit

	42479413410000
	PILONCILLO D 07HB
	D07
	Design capacity limit

	42479413520000
	PILONCILLO D 07HL
	D07
	Design capacity limit

	42479413530000
	PILONCILLO D 07HM
	D07
	Design capacity limit

	42479413420000
	PILONCILLO D 08HA
	D08
	Design capacity limit

	42479413430000
	PILONCILLO D 08HB
	D08
	Design capacity limit

	42479413440000
	PILONCILLO D 08HC
	D08
	Design capacity limit

	42479432850000
	PILONCILLO D 08HD
	D08
	Design capacity limit

	42479432890000
	PILONCILLO D 08HE
	D08
	Design capacity limit

	42479432900000
	PILONCILLO D 08HF
	D08
	Design capacity limit

	42479413460000
	PILONCILLO D 08HL
	D08
	Design capacity limit

	42479432910000
	PILONCILLO D 08HY
	D08
	Design capacity limit

	42479432920000
	PILONCILLO D 08HZ
	D08
	Design capacity limit

	42479414120000
	PILONCILLO D 09HA
	D09
	Design capacity limit




Exhibit A – Page 4




​

	42479414130000
	PILONCILLO D 09HB
	D09
	Design capacity limit

	42479414140000
	PILONCILLO D 09HC
	D09
	Design capacity limit

	42479414190000
	PILONCILLO D 09HD
	D09
	Design capacity limit

	42479430560000
	PILONCILLO D 09HE
	D09
	Design capacity limit

	42479430570000
	PILONCILLO D 09HF
	D09
	Design capacity limit

	42479430580000
	PILONCILLO D 09HG
	D09
	Design capacity limit

	42479430590000
	PILONCILLO D 09HH
	D09
	Design capacity limit

	42479414520000
	PILONCILLO D 10HA
	D10
	Design capacity limit

	42479414530000
	PILONCILLO D 10HB
	D10
	Design capacity limit

	42479414540000
	PILONCILLO D 10HC
	D10
	Design capacity limit

	42479414610000
	PILONCILLO D 10HL
	D10
	Design capacity limit

	42479415100000
	PILONCILLO D 11HA
	D11
	Design capacity limit

	42479415080000
	PILONCILLO D 11HB
	D11
	Design capacity limit

	42479415090200
	PILONCILLO D 11HC
	D11
	Design capacity limit

	42479415110000
	PILONCILLO D 11HD
	D11
	Design capacity limit

	42479416180000
	PILONCILLO D 12HA
	D12
	Design capacity limit

	42479416130000
	PILONCILLO D 12HB
	D12
	Design capacity limit

	42479416170000
	PILONCILLO D 12HC
	D12
	Design capacity limit

	42479416140000
	PILONCILLO D 12HD
	D12
	Design capacity limit

	42479416820000
	PILONCILLO D 13HA
	D13
	Design capacity limit

	42479416870000
	PILONCILLO D 13HB
	D13
	Design capacity limit

	42479416880000
	PILONCILLO D 13HC
	D13
	Design capacity limit

	42479433140000
	PILONCILLO D 13HD
	D13
	Design capacity limit

	42479433150000
	PILONCILLO D 13HE
	D13
	Design capacity limit

	42479416720000
	PILONCILLO D 14HA
	D14
	Design capacity limit

	42479416730000
	PILONCILLO D 14HB
	D14
	Design capacity limit

	42479416740000
	PILONCILLO D 14HW
	D14
	Design capacity limit

	42479416750000
	PILONCILLO D 14HX
	D14
	Design capacity limit

	42479416760000
	PILONCILLO D 14HY
	D14
	Design capacity limit

	42479416660000
	PILONCILLO D 14HZ
	D14
	Design capacity limit

	42479416980000
	PILONCILLO D 15HA
	D15
	Design capacity limit

	42479416990000
	PILONCILLO D 15HB
	D15
	Design capacity limit

	42479417000000
	PILONCILLO D 15HC
	D15
	Design capacity limit

	42479417010000
	PILONCILLO D 15HD
	D15
	Design capacity limit

	42479417320000
	PILONCILLO D 16HA
	D16
	Design capacity limit

	42479417330000
	PILONCILLO D 16HB
	D16
	Design capacity limit

	42479432030000
	PILONCILLO D 16HC
	D16
	Design capacity limit

	42479433550000
	PILONCILLO D 16HE
	D16
	Design capacity limit

	42479432050000
	PILONCILLO D 16HY
	D16
	Design capacity limit

	42479432060000
	PILONCILLO D 16HZ
	D16
	Design capacity limit

	42479418120000
	PILONCILLO D 17HA
	D17
	Design capacity limit

	42479418140000
	PILONCILLO D 17HB
	D17
	Design capacity limit

	42479418130000
	PILONCILLO D 17HC
	D17
	Design capacity limit




Exhibit A – Page 5




​

	42479418150000
	PILONCILLO D 17HD
	D17
	Design capacity limit

	42479418170000
	PILONCILLO D 17HE
	D17
	Design capacity limit

	42479418180000
	PILONCILLO D 17HF
	D17
	Design capacity limit

	42479421360000
	PILONCILLO D 17HW
	D17
	Design capacity limit

	42479421370000
	PILONCILLO D 17HX
	D17
	Design capacity limit

	42479421320000
	PILONCILLO D 17HY
	D17
	Design capacity limit

	42479421380000
	PILONCILLO D 17HZ
	D17
	Design capacity limit

	42479420330000
	PILONCILLO D 18HA
	D18
	Design capacity limit

	42479420280000
	PILONCILLO D 18HB
	D18
	Design capacity limit

	42479420370000
	PILONCILLO D 18HC
	D18
	Design capacity limit

	42479420290000
	PILONCILLO D 18HD
	D18
	Design capacity limit

	42479420300000
	PILONCILLO D 18HE
	D18
	Design capacity limit

	42479420320000
	PILONCILLO D 18HF
	D18
	Design capacity limit

	42479429610000
	PILONCILLO D 18HG
	D18
	Design capacity limit

	42479429620000
	PILONCILLO D 18HH
	D18
	Design capacity limit

	42479429650000
	PILONCILLO D 18HI
	D18
	Design capacity limit

	42479429630000
	PILONCILLO D 18HJ
	D18
	Design capacity limit

	42479429660000
	PILONCILLO D 18HK
	D18
	Design capacity limit

	42479420980000
	PILONCILLO D 19HA
	D19
	Design capacity limit

	42479421000000
	PILONCILLO D 19HB
	D19
	Design capacity limit

	42479421010000
	PILONCILLO D 19HC
	D19
	Design capacity limit

	42479421020000
	PILONCILLO D 19HD
	D19
	Design capacity limit

	42479421030000
	PILONCILLO D 19HE
	D19
	Design capacity limit

	42479431040000
	PILONCILLO D 19HG
	D19
	Design capacity limit

	42479431060000
	PILONCILLO D 19HH
	D19
	Design capacity limit

	42479431070000
	PILONCILLO D 19HI
	D19
	Design capacity limit

	42479431750000
	PILONCILLO D 19HZ
	D19
	Design capacity limit

	42479422070000
	PILONCILLO D 20HA
	D20
	Design capacity limit

	42479422080000
	PILONCILLO D 20HB
	D20
	Design capacity limit

	42479422100000
	PILONCILLO D 20HD
	D20
	Design capacity limit

	42479422110000
	PILONCILLO D 20HE
	D20
	Design capacity limit

	42479422120000
	PILONCILLO D 20HV
	D20
	Design capacity limit

	42479422130000
	PILONCILLO D 20HW
	D20
	Design capacity limit

	42479422060000
	PILONCILLO D 20HX
	D20
	Design capacity limit

	42479422140000
	PILONCILLO D 20HY
	D20
	Design capacity limit

	42479422150000
	PILONCILLO D 20HZ
	D20
	Design capacity limit

	42479416780100
	PILONCILLO D 21HA
	D21
	Design capacity limit

	42479416790000
	PILONCILLO D 21HB
	D21
	Design capacity limit

	42479416800000
	PILONCILLO D 21HC
	D21
	Design capacity limit

	42479416810000
	PILONCILLO D 21HD
	D21
	Design capacity limit

	42479422260000
	PILONCILLO D 22HA
	D22
	Design capacity limit

	42479422340000
	PILONCILLO D 22HB
	D22
	Design capacity limit

	42479422270000
	PILONCILLO D 22HC
	D22
	Design capacity limit




Exhibit A – Page 6




​

	42479422280000
	PILONCILLO D 22HD
	D22
	Design capacity limit

	42479422290000
	PILONCILLO D 22HE
	D22
	Design capacity limit

	42479422300000
	PILONCILLO D 22HF
	D22
	Design capacity limit

	42479422310000
	PILONCILLO D 22HX
	D22
	Design capacity limit

	42479422320000
	PILONCILLO D 22HY
	D22
	Design capacity limit

	42479422330000
	PILONCILLO D 22HZ
	D22
	Design capacity limit

	42479417830000
	PILONCILLO D 23HA
	D23
	Design capacity limit

	42479417840000
	PILONCILLO D 23HB
	D23
	Design capacity limit

	42479417850000
	PILONCILLO D 23HC
	D23
	Design capacity limit

	42479417860000
	PILONCILLO D 23HD
	D23
	Design capacity limit

	42479417870000
	PILONCILLO D 23HE
	D23
	Design capacity limit

	42479417880000
	PILONCILLO D 23HF
	D23
	Design capacity limit

	42479417780000
	PILONCILLO D 24HA
	D24
	Design capacity limit

	42479417790000
	PILONCILLO D 24HB
	D24
	Design capacity limit

	42479417930000
	PILONCILLO D 24HC
	D24
	Design capacity limit

	42479417800000
	PILONCILLO D 24HD
	D24
	Design capacity limit

	42479417810000
	PILONCILLO D 24HE
	D24
	Design capacity limit

	42479417820000
	PILONCILLO D 24HZ
	D24
	Design capacity limit

	42479423870000
	PILONCILLO D 25HA
	D25
	Design capacity limit

	42479423990000
	PILONCILLO D 25HB
	D25
	Design capacity limit

	42479423970000
	PILONCILLO D 25HC
	D25
	Design capacity limit

	42479423880000
	PILONCILLO D 25HD
	D25
	Design capacity limit

	42479423980000
	PILONCILLO D 25HE
	D25
	Design capacity limit

	42479423890000
	PILONCILLO D 25HF
	D25
	Design capacity limit

	42479422870000
	PILONCILLO D 26HA
	D26
	Design capacity limit

	42479422880000
	PILONCILLO D 26HB
	D26
	Design capacity limit

	42479422890100
	PILONCILLO D 26HC
	D26
	Design capacity limit

	42479422900000
	PILONCILLO D 26HD
	D26
	Design capacity limit

	42479429790000
	PILONCILLO D 26HN
	D26
	Design capacity limit

	42479429760000
	PILONCILLO D 26HO
	D26
	Design capacity limit

	42479429800000
	PILONCILLO D 26HP
	D26
	Design capacity limit

	42479423030000
	PILONCILLO D 26HT
	D26
	Design capacity limit

	42479423090000
	PILONCILLO D 26HU
	D26
	Design capacity limit

	42479423040000
	PILONCILLO D 26HV
	D26
	Design capacity limit

	42479423050000
	PILONCILLO D 26HW
	D26
	Design capacity limit

	42479423060000
	PILONCILLO D 26HX
	D26
	Design capacity limit

	42479423070000
	PILONCILLO D 26HY
	D26
	Design capacity limit

	42479423080000
	PILONCILLO D 26HZ
	D26
	Design capacity limit

	42479433860000
	PILONCILLO SWD D 1D
	PILONCILLO SWD D 1D
	Design capacity limit



​
Eastern Catarina Receipt Points

Exhibit A – Page 7




​

For purposes of this section of Exhibit A, Receipt Points are the flanges closest to the point where flow from a given line commingles with flow from another pipeline or header. Such flanges are described below. For clarity, these Receipt Points are downstream of the related isolation valve, if present.
	Receipt Point
	Latitude/ Longitude

	Flange of: 
​
	
	F5/300 to manifold D
​
	Latitude 28.183265,
Longitude -99.618337
​
​

	F5/100 to manifold D
	Latitude 28.183265,
Longitude -99.618337
​
​

	E3/E4/100 to manifold D
	Latitude 28.183265,
Longitude -99.618337
​
​

	E1/400 to D1-400
	Latitude 28.172093, Longitude -99.604984
​
​

	C1/C4-400 to Transfer 200/300 lines near North Appraisal
	Latitude    28.259518,  
Longitude   -99.616122
​
​

	B1/100 to manifold A
	Latitude  28.266375, Longitude  -99.617618
​
​

	B1/300 to manifold A
	Latitude  28.266375, Longitude  -99.617618



​
​
​

Exhibit A – Page 8




​

Delivery Points
	Meter Number(s)
	Delivery Point
	Maximum Delivery Capacity

	​
	Inlet of:
	​

	0969045-10
	SOUTH-CPF-D1
	Design capacity limit

	0984505-10
	SHELL TO DOS HERMANAS IC
	Design capacity limit

	0984505-20
	SHELL TO DOS HERMANAS
	Design capacity limit

	EF1-11721
	SWEPI NORTH #1
	Design capacity limit

	EF1-11722
	SWEPI MIDDLE #2
	Design capacity limit

	EF1-11723
	SWEPI SOUTH #3
	Design capacity limit

	1-8028
	Shell A Inlet to LX 16”
	Design capacity limit

	1-8029
1-8039
4043651
4043652
	Shell B Inlet to LX 16”
South Appraisal to T2
Carnero A
Carnero D - Harrison
	Design capacity limit
Design capacity limit
Design capacity limit
Design capacity limit

	Shell 1A
	SW Segue A
	Design capacity limit

	Shell 1D
SWD
	SW Segue D
CPF-D
	Design capacity limit
Design capacity limit



​
​
​
​
​
​
​
​
​

Exhibit A – Page 9




​
​

EXHIBIT B
​
Fees
​
Gathering and Processing Fee (based on the aggregate quantity of Producer’s Products, stated in Unit of Volume delivered by Gatherer at all Delivery Points):
Western Catarina Gathering Rates
Existing Production:
[***] per Mcf for Gas, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for Oil and Producer’s Condensate, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for water.
Eastern Catarina Gathering Rates
Existing Production:
[***] per Mcf for Gas, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for Oil and Producer’s Condensate, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for water.
Gathering Rates for New Production from the Dedicated Acreage
Subject to Section 3.7(a), [***] per Mcf for Gas, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for Oil and Producer’s Condensate, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for water.
Gathering Rates for New Production from the Subject Wells
[***] per Mcf for Gas, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for Oil and Producer’s Condensate, as may be adjusted in accordance with Section 5.4.
[***] per Barrel for water.
​
​

​



​
​

EXHIBIT C
​
Part 1(a) – Dedicated Acreage
​

​
​

​



​

EXHIBIT C
​
Part 1(b) – Dedicated Acreage
​



​
​
​

​



​

EXHIBIT C
​
Part 1(c) – Western Catarina
​

​
​
​

​



​

EXHIBIT C
​
Part 1(d) – Eastern Catarina
​

​
​
​
​
​

​



​

EXHIBIT C
​
Part 2 – Dedicated Deeds
​
Mineral Deed from Dan J. Harrison, III, as Grantor, to P Ranch Working Interest, LLC, as Grantee, dated May 12, 2010, covering 42,262.28 acres of land, more or less, situated in Dimmit, Webb and La Salle Counties, Texas, a Memorandum of which is recorded in Volume 386, Page 797 of the Deed Records of Dimmit County, Texas, in Volume 2946, Page 165 of the Deed Records of Webb County, Texas, and in Volume 505, Page 435 of the Deed Records of La Salle County, Texas, as amended, restated, supplemented, assigned or otherwise modified from time to time.
Mineral Deed from BFH Mining, Ltd., as Grantor, to P Ranch Working Interest, LLC, as Grantee, dated May 12, 2010, covering 42,262.28 acres of land, more or less, situated in Dimmit, Webb and La Salle Counties, Texas, a Memorandum of which is recorded in Volume 386, Page 526 of the Deed Records of Dimmit County, Texas, in Volume 2943, Page 303 of the Deed Records of Webb County, Texas, and in Volume 505, Page 170 of the Deed Records of La Salle County, Texas, as amended, restated, supplemented, assigned or otherwise modified from time to time.
EXHIBIT C
​
Part 3 – Dedicated Leases
​
Oil and Gas Lease by and between Harrison Interests, Ltd. and P Ranch Working Interest, LLC dated May 12, 2010, a memorandum of which is recorded in Volume 386, Page 510 of the Official Records of Dimmit County, Texas, in Volume 2943, Page 294 of the Official Records of Webb County, Texas, and in Volume 505, Page 161 of the Deed Records of La Salle County, Texas, as amended, restated, supplemented, assigned or otherwise modified from time to time. 
Oil, Gas and Mineral Lease by and between the Risken Family Trust, Susan L. Westergren, Trustee, and SWEPI LP dated March 20, 2013, Texas, recorded in Volume 466, Page 396, Official Records of Dimmit County, Texas, as amended, restated, supplemented, assigned or otherwise modified from time to time.
​
​
​
​

​



​

EXHIBIT D
​
Gathering System
​
Pipelines
​
	

	

	

	

	


	NOMINAL SIZE
	LENGTH (ft)
	PIPELINE NAME
	ORIGIN PAD
	TERMINATES

	6
	                      1,992 
	A11H-400-LP
	A11H
	A3/A4 Tie-In

	8
	                    63,641 
	A12H-200-LP
	A12H
	MANIFOLD A

	8
	                    63,414 
	A12H-100-LP
	A12H
	MANIFOLD A

	8
	                          731 
	A14H-100-HP
	A14H
	A6-300 Tie-In

	8
	                      4,670 
	A14H-700-LP
	A14H
	A8H Pad

	8
	                          436 
	A18H-700-LP
	A18H
	A3/A4-400-Tie-in

	8
	                    20,082 
	A1H-400-LP
	A1H
	NORTH APPRAISAL CPF

	8
	                      2,893 
	A23H-100-HP
	A23H
	D5H-100-Tie-in

	4
	                      2,995 
	A23H-300-LP
	A23H
	A3/4H-400-Tie-In

	8
	                      3,426 
	A23H -700-LP
	A23H 
	D5-100 Tie-In

	8
	                      4,171 
	A24H-700-LP
	A24H
	A3/4H

	8
	                      2,312 
	A24H-700-LP
	A24H
	A12H-200-Tie-in

	4
	                      3,877 
	A25H-300-LP
	A25H
	A3/4H-400-Tie-In

	8
	                             -   
	A25H-100-HP
	A25H
	D5H-100-Tie-in

	8
	                          594 
	A2H-700-LP
	A2H
	NORTH APPRAISAL CPF

	8
	                    27,674 
	A3/A4H-400-LP
	A3/A4H
	A1H-400-LP Tie In

	4
	                          439 
	A43H-300-LP
	A43H
	A5H-400-Tie-in

	8
	                          439 
	A43H-100-HP
	A43H
	A5H-400-Tie-in

	6
	                    29,958 
	A5H-400-LP
	A5H
	NORTH APPRAISAL CPF




Exhibit D – Page 1




​

	

	

	

	

	


	NOMINAL SIZE
	LENGTH (ft)
	PIPELINE NAME
	ORIGIN PAD
	TERMINATES

	8
	                    10,941 
	A6H-700-LP
	A6H
	A3/A4 -400-Tie-in

	12
	                    32,578 
	A6H-300-HP
	A6H
	MANIFOLD A

	8
	                      1,708 
	A8H-700-LP
	A8H
	A5-400 Tie-In

	8
	                          794 
	A9H -700-LP
	A9H 
	A12-100 Tie-In

	8
	                      4,650 
	CPF D1 SUPPLY-200-LP
	CPF D1 SUPPLY
	MANIFOLD D

	12
	                      4,643 
	CPF D1 SUPPLY-300-LP
	CPF D1 SUPPLY
	MANIFOLD D

	12
	                      4,691 
	CPF-A to NORTH APPRAISAL 12"
	CPF-A
	NORTH APPRAISAL

	12
	                      1,774 
	CPF-A to MANIFOLD A-300  12"
	CPF-A
	MANIFOLD A

	8
	                      1,769 
	CPF-A to MANIFOLD A-100  8"
	CPF-A
	MANIFOLD A

	8
	                      1,769 
	CPF-A to MANIFOLD A-200 8"
	CPF-A
	MANIFOLD A

	8
	                          685 
	D11H-700-LP
	D11H
	D6-100 Tie-In

	8
	                      8,554 
	D12H-700-LP
	D12H
	D16H Tie-in

	8
	                          319 
	D13H-700-LP
	D13H
	D6-100 Tie-In

	8
	                      6,748 
	D14H-700-LP
	D14H
	D2H-100-Tie-in

	8
	                    30,566 
	D16H(A)-100-HP
	D16H(A)
	MANIFOLD D

	12
	                    30,590 
	D16H(B)-300-LP
	D16H(B)
	MANIFOLD D

	8
	                    30,617 
	D16H(C)-200-HP
	D16H(C)
	MANIFOLD D

	8
	                          685 
	D17H-100-HP
	D17H
	D6(A) Tie-In

	8
	                      1,373 
	D18H-700-LP
	D18H
	D19-700 Tie-In

	8
	                      7,392 
	D19H-100-HP
	D19H
	D2H-100-Tie-in

	8
	                    25,340 
	D1H-400-LP
	D1H
	A1H Pad

	8
	                      4,013 
	D1W1-100-LP
	D1W1
	CPF-D




Exhibit D – Page 2




​

	

	

	

	

	


	NOMINAL SIZE
	LENGTH (ft)
	PIPELINE NAME
	ORIGIN PAD
	TERMINATES

	8
	                      1,048 
	D20H-100-HP
	D20H
	D2 Tie-In

	8
	                          205 
	D21H-700-LP
	D21H
	D6 Tie-In

	8
	                      2,204 
	D24H-700-LP
	D24H
	D16-100-Tie-in

	12
	                      7,895 
	D26H-300-LP
	D26H
	A3/A4 Pad

	8
	                    10,613 
	D26H-700-LP
	D26H
	D19H Tie-in

	6
	                    28,921 
	D2H-400-LP
	D2H
	D1H-400-LP Tie In

	8
	                    23,558 
	D2H(A)-100-HP
	D2H(A)
	MANIFOLD D

	12
	                    23,562 
	D2H(B)-300-LP
	D2H(B)
	MANIFOLD D

	8
	                      8,479 
	D3H-300-LP
	D3H
	SOUTH APPRAISAL CPF

	8
	                          739 
	D3H-700-LP
	D3H
	D6-400 Tie-In

	4
	                    16,072 
	D4H-700-LP
	D4H
	A1H-400-LP Tie In

	8
	                    12,933 
	D5H-700-LP
	D5H
	A3/A4-Tie-In

	8
	                    49,104 
	D5H-100-HP
	D5H
	MANIFOLD D

	8
	                    14,371 
	D6H-700-LP
	D6H
	D3H Tie-In

	12
	                    40,745 
	D6H-300-LP
	D6H
	MANIFOLD D

	8
	                    38,544 
	D6H-100-HP
	D6H
	MANIFOLD D

	8
	                          661 
	D7H-700-LP
	D7H
	D6-700-LP Tie In

	8
	                          369 
	D7H-700-LP
	D7H
	D6-300 Tie-In

	8
	                      3,625 
	D8H-400-LP
	D8H
	D10H

	8
	                          410 
	D8H-700-LP
	D8H
	D2-300 Tie-In

	8
	                      8,904 
	D9H-700-LP
	D9H
	D3H Tie-In

	8
	                      4,622 
	MANIFOLD D to CPF-D
	MANIFOLD D
	CPF-D




Exhibit D – Page 3




​

	

	

	

	

	


	NOMINAL SIZE
	LENGTH (ft)
	PIPELINE NAME
	ORIGIN PAD
	TERMINATES

	8
	                    32,506 
	TRANSFER-100-HP
	TRANSFER
	MANIFOLD D

	8
	                    32,506 
	TRANSFER-200-HP
	TRANSFER
	MANIFOLD D

	12
	                    32,506 
	TRANSFER-300-LP
	TRANSFER
	MANIFOLD D



​
​
Facility Equipment
​
	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch South Appraisal 
	Vessel
	Flash Separator 

	Piloncillo Ranch South Appraisal 
	Vessel
	Fuel Liquids Knockout

	Piloncillo Ranch South Appraisal 
	Vessel
	Fuel Filter Separator

	Piloncillo Ranch South Appraisal 
	Tank
	Flash Gas Compressor Sump

	Piloncillo Ranch South Appraisal 
	Pump
	FG Compressor Sump Pump

	Piloncillo Ranch South Appraisal 
	Vessel
	Fuel Filter Separator

	Piloncillo Ranch South Appraisal 
	Tank
	Water Tank

	Piloncillo Ranch South Appraisal 
	Tank
	Water Tank

	Piloncillo Ranch South Appraisal 
	Tank
	Condensate Tank

	Piloncillo Ranch South Appraisal 
	Tank
	Condensate Tank

	Piloncillo Ranch South Appraisal 
	Power
	Gas Power Unit #1

	Piloncillo Ranch South Appraisal 
	Pump Diaphragm
	Recycle Pump

	Piloncillo Ranch South Appraisal 
	Pump Centrifugal End Suction 
	Charge Pump (Griswold 811-1.5x1-8AA)

	Piloncillo Ranch South Appraisal 
	Pump Centrifugal Plunger 
	Transfer Pump (Triplex 59T-3)

	Piloncillo Ranch South Appraisal 
	Pump Centrifugal End Suction 
	Charge Pump (Griswold 811-3x2-10A60)

	Piloncillo Ranch South Appraisal 
	Pump Centrifugal Plunger 
	Transfer Pump (Triplex)




Exhibit D – Page 4




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch South Appraisal 
	Vessel
	Fuel Pot

	Piloncillo Ranch South Appraisal 
	Pump Diaphragm
	LP Flare Scrubber Pump

	Piloncillo Ranch South Appraisal 
	Vessel
	LP Flare Scrubber

	Piloncillo Ranch South Appraisal 
	Combustor
	LP Combustor Skid (Abutec)

	Piloncillo Ranch South Appraisal 
	Vessel
	Line Heater

	Piloncillo Ranch South Appraisal 
	Vessel
	Fuel Pot

	Piloncillo Ranch South Appraisal 
	Vessel
	H.P. Separator

	Piloncillo Ranch South Appraisal 
	Vessel
	Inlet Separator

	Piloncillo Ranch South Appraisal 
	Vessel
	Flash Separator 

	Piloncillo Ranch South Appraisal 
	Compressor
	L.P Compressor - Kodiak Unit #3452

	Piloncillo Ranch South Appraisal 
	Compressor
	L.P Compressor #4 (Ariel 3 Stage)

	Piloncillo Ranch South Appraisal 
	Vessel
	Filter Separator

	Piloncillo Ranch South Appraisal 
	Vessel
	Glycol Contactor

	Piloncillo Ranch South Appraisal 
	Exchanger Tube Shell
	Gas Glycol Exchanger

	Piloncillo Ranch South Appraisal 
	Tank
	Glycol Storage Tank

	Piloncillo Ranch South Appraisal 
	Pump Diaphragm
	Glycol Refill Pump

	Piloncillo Ranch South Appraisal 
	Skid
	Glycol Regen Skid

	Piloncillo Ranch South Appraisal 
	Vessel
	Fuel Gas Scrubber

	Piloncillo Ranch South Appraisal 
	Exchanger Tube Shell
	Glycol to Glycol Heat Exchanger

	Piloncillo Ranch South Appraisal 
	Vessel
	Reboiler

	Piloncillo Ranch South Appraisal 
	Pump Kimray 45015PV
	Glycol Pump

	Piloncillo Ranch South Appraisal 
	Pump Kimray 45015PV
	Glycol Pump




Exhibit D – Page 5




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch South Appraisal 
	Vessel
	Sock Filter

	Piloncillo Ranch South Appraisal 
	Vessel
	Sock Filter

	Piloncillo Ranch South Appraisal 
	Vessel
	Charcoal Filter

	Piloncillo Ranch South Appraisal 
	Vessel
	Flash Gas Separator

	Piloncillo Ranch South Appraisal 
	Skid
	Btex Eliminator System

	Piloncillo Ranch South Appraisal 
	Vessel
	Liquid Blowcase

	Piloncillo Ranch South Appraisal 
	Vessel
	HP Flare Knock Out

	Piloncillo Ranch South Appraisal 
	Pump Diaphragm
	HP Flare Knock Out Pump

	Piloncillo Ranch South Appraisal 
	Flare
	Air Assisted HP Flare Unit w/ Motor

	Piloncillo Ranch South Appraisal 
	Tank
	Condensate Tank

	Piloncillo Ranch South Appraisal 
	Tank
	Condensate Tank

	Piloncillo Ranch South Appraisal 
	Tank
	Condensate Tank

	Piloncillo Ranch South Appraisal 
	Tank
	Condensate Tank

	Piloncillo Ranch South Appraisal 
	Compressor
	Vapor Recovery Compressor #1

	Piloncillo Ranch South Appraisal 
	Compressor
	Vapor Recovery Compressor #2

	Piloncillo Ranch South Appraisal 
	Vessel - UF Skid
	Coalescer Filter Separator

	Piloncillo Ranch South Appraisal 
	Vessel - UF Skid
	Sweetening Tower (72" x 8'-0" S/S)

	Piloncillo Ranch South Appraisal 
	Vessel - UF Skid
	Vertical 2-Phase Separator  (30" x 8'-6" S/S)

	Piloncillo Ranch South Appraisal 
	Pump Chemical Piston - UF Skid
	Primary UF Chemical Pump

	Piloncillo Ranch South Appraisal 
	Pump Chemical Piston - UF Skid
	Secondary UF Chemical Pump

	Piloncillo Ranch South Appraisal 
	Pump Chemical Piston - UF Skid
	Auxiliary UF Chemical Pump

	Piloncillo Ranch South Appraisal 
	Analyzer - UF Skid
	H2S Analyzer - Envent Model 331




Exhibit D – Page 6




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch South Appraisal 
	Heater - UF Skid
	Catalytic Heater (1,500 BTU/Hr)

	Piloncillo Ranch North Appraisal 
	Vessel
	Line Heater

	Piloncillo Ranch North Appraisal 
	Vessel
	Fuel Pot

	Piloncillo Ranch North Appraisal 
	Vessel
	Inlet Separator

	Piloncillo Ranch North Appraisal 
	Tank
	Sump #1

	Piloncillo Ranch North Appraisal 
	Pump Diaphram
	Sump Pump #1

	Piloncillo Ranch North Appraisal 
	Vessel
	Flash Separator 

	Piloncillo Ranch North Appraisal 
	Vessel
	Filter Separator

	Piloncillo Ranch North Appraisal 
	Vessel
	Glycol Contactor

	Piloncillo Ranch North Appraisal 
	Exchanger Tube Shell
	Gas Glycol Exchanger

	Piloncillo Ranch North Appraisal 
	Skid
	Btex Eliminator System

	Piloncillo Ranch North Appraisal 
	Vessel
	Liquid Blowcase

	Piloncillo Ranch North Appraisal 
	Vessel
	Fuel Gas Filter

	Piloncillo Ranch North Appraisal 
	Tank
	Booster Sump

	Piloncillo Ranch North Appraisal 
	Pump Diaphram
	Booster Sump Pump #1

	Piloncillo Ranch North Appraisal 
	Vessel
	HP Flare Knock Out

	Piloncillo Ranch North Appraisal 
	Pump Centrifugal Can
	HP Flare Knock Out Pump

	Piloncillo Ranch North Appraisal 
	Flare
	Air Assisted HP Flare Unit w/ Motor (Flare King)

	Piloncillo Ranch North Appraisal 
	Tank
	Water Tank

	Piloncillo Ranch North Appraisal 
	Tank
	Condensate Tank

	Piloncillo Ranch North Appraisal 
	Vessel
	LP Vent Knock Out

	Piloncillo Ranch North Appraisal 
	Pump Diaphram
	LP Vent Knock Out Pump




Exhibit D – Page 7




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch North Appraisal 
	Combustor
	LP Combustor Skid

	Piloncillo Ranch CPF-A
	Vessel
	H.P. Separator

	Piloncillo Ranch CPF-A
	Vessel
	Line Heater #1

	Piloncillo Ranch CPF-A
	Vessel
	Line Heater #2

	Piloncillo Ranch CPF-A
	Vessel
	Fuel Pot

	Piloncillo Ranch CPF-A
	Vessel
	Line Heater

	Piloncillo Ranch CPF-A
	Vessel
	Fuel Pot

	Piloncillo Ranch CPF-A
	Vessel
	L.P Separator

	Piloncillo Ranch CPF-A
	Vessel
	Flash Separator

	Piloncillo Ranch CPF-A
	Vessel
	Temp Flash Separator

	Piloncillo Ranch CPF-A
	Compressor
	L.P Compressor #1 (Ariel 2 Stage) OOS

	Piloncillo Ranch CPF-A
	Compressor
	L.P Compressor #2 (Ariel 2 Stage) OOS

	Piloncillo Ranch CPF-A
	Compressor
	L.P Compressor #3 (Ariel 2 Stage)

	Piloncillo Ranch CPF-A
	Compressor
	H.P Compressor #1 (Ariel 1 Stage)

	Piloncillo Ranch CPF-A
	Compressor
	H.P Compressor #2 (Ariel 1 Stage) OOS

	Piloncillo Ranch CPF-A
	Compressor
	H.P Compressor - Kodiak Unit #2225

	Piloncillo Ranch CPF-A
	Compressor
	L.P Compressor - Kodiak Unit #3141

	Piloncillo Ranch CPF-A
	Compressor
	Flash Compressor - Kodiak Unit #1552

	Piloncillo Ranch CPF-A
	Vessel - UF Skid
	Coalescer Filter Separator

	Piloncillo Ranch CPF-A
	Vessel - UF Skid
	Sweetening Tower (72" x 8'-0" S/S)

	Piloncillo Ranch CPF-A
	Vessel - UF Skid
	Vertical 2-Phase Separator  (30" x 8'-6" S/S)

	Piloncillo Ranch CPF-A
	Pump Chemical Piston - UF Skid
	Primary UF Chemical Pump

	Piloncillo Ranch CPF-A
	Pump Chemical Piston - UF Skid
	Secondary UF Chemical Pump

	Piloncillo Ranch CPF-A
	Pump Chemical Piston - UF Skid
	Auxillary UF Chemical Pump

	Piloncillo Ranch CPF-A
	Analyzer - UF Skid
	H2S Analyzer - Envent Model 331

	Piloncillo Ranch CPF-A
	Heater - UF Skid
	Catalytic Heater (1,500 BTU/Hr)

	Piloncillo Ranch CPF-A
	Vessel
	Glycol Contactor

	Piloncillo Ranch CPF-A
	Exchanger Tube Shell
	Gas Glycol Exchanger

	Piloncillo Ranch CPF-A
	Tank
	Glycol Storage Tank

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Glycol Refill Pump

	Piloncillo Ranch CPF-A
	Stabilizer
	Condensate Stabilizer "A"

	Piloncillo Ranch CPF-A
	Exchanger Air
	Condensate Cooler #1

	Piloncillo Ranch CPF-A
	Stabilizer
	Condensate Stabilizer "B"




Exhibit D – Page 8




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch CPF-A
	Exchanger Air
	Condensate Cooler #2

	Piloncillo Ranch CPF-A
	Stabilizer
	Condensate Stabilizer "C"

	Piloncillo Ranch CPF-A
	Exchanger Air
	Condensate Cooler #3

	Piloncillo Ranch CPF-A
	Stabilizer
	Condensate Stabilizer "D"

	Piloncillo Ranch CPF-A
	Compressor
	Vapor Recovery Compressor

	Piloncillo Ranch CPF-A
	Vessel
	Blowdown Separator

	Piloncillo Ranch CPF-A
	Pump Centrifugal Can
	Blowdown Separator Pump 

	Piloncillo Ranch CPF-A
	Vessel
	HP Flare Knock Out

	Piloncillo Ranch CPF-A
	Pump Centrifugal Can
	HP Flare Knock Out Pump

	Piloncillo Ranch CPF-A
	Pump Centrifugal Can
	HP Flare Knock Out Pump

	Piloncillo Ranch CPF-A
	Flare
	Air Assisted HP Flare Unit w/ Motor

	Piloncillo Ranch CPF-A
	Flare
	HP Flare Control Skid

	Piloncillo Ranch CPF-A
	Vessel
	LP Vent Knock Out

	Piloncillo Ranch CPF-A
	Pump Diaphram
	LP Vent Knock Out Pump

	Piloncillo Ranch CPF-A
	Combustor
	LP Combustor Skid

	Piloncillo Ranch CPF-A
	Flare
	Air Assisted LP Flare Unit (Flare King)

	Piloncillo Ranch CPF-A
	Skid
	Fuel Gas Skid

	Piloncillo Ranch CPF-A
	Vessel
	Fuel Gas Scrubber

	Piloncillo Ranch CPF-A
	Vessel
	Fuel Gas Filter

	Piloncillo Ranch CPF-A
	Vessel
	Filter Separator

	Piloncillo Ranch CPF-A
	Pump Chemical Piston
	Filter Separator Methanol Pump 

	Piloncillo Ranch CPF-A
	Pump Chemical Piston
	Filter Separator Methanol Pump

	Piloncillo Ranch CPF-A
	Vessel
	Cold Separator

	Piloncillo Ranch CPF-A
	Exchanger
	Triple Pipe Exchanger

	Piloncillo Ranch CPF-A
	Exchanger
	Triple Pipe Exchanger

	Piloncillo Ranch CPF-A
	Skid
	Glycol Regen Skid

	Piloncillo Ranch CPF-A
	Vessel
	Fuel Gas Scrubber

	Piloncillo Ranch CPF-A
	Exchanger Tube Shell
	Glycol to Glycol Heat Exchanger

	Piloncillo Ranch CPF-A
	Vessel
	Reboiler

	Piloncillo Ranch CPF-A
	Pump Kimray 45015PV
	Glycol Pump

	Piloncillo Ranch CPF-A
	Pump Kimray 45015PV
	Glycol Pump

	Piloncillo Ranch CPF-A
	Vessel
	Sock Filter

	Piloncillo Ranch CPF-A
	Vessel
	Sock Filter

	Piloncillo Ranch CPF-A
	Vessel
	Charcoal Filter

	Piloncillo Ranch CPF-A
	Vessel
	Flash Gas Separator

	Piloncillo Ranch CPF-A
	Skid
	Btex Eliminator System

	Piloncillo Ranch CPF-A
	Vessel
	Liquid Blowcase

	Piloncillo Ranch CPF-A
	Exchanger
	Glycol Vapor Condenser

	Piloncillo Ranch CPF-A
	Power
	Gas Power Unit #1




Exhibit D – Page 9




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch CPF-A
	Power
	Gas Power Unit #2

	Piloncillo Ranch CPF-A
	Power
	Gas Power Unit #3

	Piloncillo Ranch CPF-A
	Tank
	Lube Oil (40wt)

	Piloncillo Ranch CPF-A
	Tank
	Lube Oil (50wt)

	Piloncillo Ranch CPF-A
	Tank
	Lube Oil (Coolant)

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Lube Oil Pump (40wt)

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Lube Oil Pump (50wt)

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Coolant Pump

	Piloncillo Ranch CPF-A
	Tank
	Sump #1

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Sump Pump #1

	Piloncillo Ranch CPF-A
	Tank
	Sump #2

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Sump Pump #2

	Piloncillo Ranch CPF-A
	Tank
	Sump #3

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Sump Pump #3

	Piloncillo Ranch CPF-A
	Tank
	Sump #4

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Sump Pump #4

	Piloncillo Ranch CPF-A
	Tank
	Sump #5

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Sump Pump #5

	Piloncillo Ranch CPF-A
	Tank
	Sump #6

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Sump Pump #6

	Piloncillo Ranch CPF-A
	Compressor
	IA Skid 

	Piloncillo Ranch CPF-A
	Pump Diaphram
	Recycle Pump

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Bad Condensate Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Bad Condensate Tank (Slave)

	Piloncillo Ranch CPF-A
	Pump Centrifugal Can
	Bad Condensate Pump

	Piloncillo Ranch CPF-A
	Pump Centrifugal Can
	Bad Condensate Pump

	Piloncillo Ranch CPF-A
	Skid
	LACT Skid

	Piloncillo Ranch CPF-A
	Pump Diaphram
	LACT Pump




Exhibit D – Page 10




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch CPF-A
	Pump Plunger
	Pipeline Pumps

	Piloncillo Ranch CPF-A
	Pump Plunger
	Pipeline Pumps

	Piloncillo Ranch CPF-A
	Pump Plunger
	Pipeline Pumps

	Piloncillo Ranch CPF-A
	Tank
	Gun Barrel #1

	Piloncillo Ranch CPF-A
	Tank
	Overflow Tank #1

	Piloncillo Ranch CPF-A
	Tank
	Gun Barrel #2

	Piloncillo Ranch CPF-A
	Tank
	Overflow Tank #2

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-A
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-A
	Vessel
	NGL Storage

	Piloncillo Ranch CPF-A
	Vessel
	NGL Storage Vent Blowcase

	Piloncillo Ranch CPF-A
	Vessel
	NGL Storage

	Piloncillo Ranch CPF-A
	Vessel
	NGL Storage Vent Blowcase

	Piloncillo Ranch CPF-D
	Vessel
	H.P. Separator

	Piloncillo Ranch CPF-D
	Vessel
	H.P. Separator

	Piloncillo Ranch CPF-D
	Vessel
	Line Heater

	Piloncillo Ranch CPF-D
	Vessel
	Fuel Pot

	Piloncillo Ranch CPF-D
	Vessel
	Line Heater

	Piloncillo Ranch CPF-D
	Vessel
	Fuel Pot

	Piloncillo Ranch CPF-D
	Vessel
	L.P Separator

	Piloncillo Ranch CPF-D
	Vessel
	Flash Separator

	Piloncillo Ranch CPF-D
	Compressor
	L.P Compressor #1 (Ariel 2 Stage) OOS

	Piloncillo Ranch CPF-D
	Compressor
	L.P Compressor #2 (Ariel 2 Stage)

	Piloncillo Ranch CPF-D
	Compressor
	L.P Compressor #3 (Ariel 2 Stage) OOS

	Piloncillo Ranch CPF-D
	Compressor
	H.P Compressor #1 (Ariel 1 Stage)

	Piloncillo Ranch CPF-D
	Compressor
	H.P Compressor #2 (Ariel 1 Stage) OOS




Exhibit D – Page 11




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch CPF-D
	Compressor
	H.P Compressor - Kodiak Unit #0156

	Piloncillo Ranch CPF-D
	Compressor
	L.P Compressor - Kodiak Unit #3111

	Piloncillo Ranch CPF-D
	Compressor
	Flash Compressor - Kodiak Unit #0412

	Piloncillo Ranch CPF-D
	Vessel
	Coalescer Filter Separator

	Piloncillo Ranch CPF-D
	Vessel - UF Skid
	Coalescer Filter Separator

	Piloncillo Ranch CPF-D
	Vessel - UF Skid
	Sweetening Tower (72" x 8'-0" S/S)

	Piloncillo Ranch CPF-D
	Vessel - UF Skid
	Vertical 2-Phase Separator  (30" x 8'-6" S/S)

	Piloncillo Ranch CPF-D
	Pump Chemical Piston - UF Skid
	Primary UF Chemical Pump

	Piloncillo Ranch CPF-D
	Pump Chemical Piston - UF Skid
	Secondary UF Chemical Pump

	Piloncillo Ranch CPF-D
	Pump Chemical Piston - UF Skid
	Auxillary UF Chemical Pump

	Piloncillo Ranch CPF-D
	Analyzer - UF Skid
	H2S Analyzer - Envent Model 331

	Piloncillo Ranch CPF-D
	Heater - UF Skid
	Catalytic Heater (1,500 BTU/Hr)

	Piloncillo Ranch CPF-D
	Vessel
	Glycol Contactor

	Piloncillo Ranch CPF-D
	Exchanger Tube Shell
	Gas Glycol Exchanger

	Piloncillo Ranch CPF-D
	Tank
	Glycol Storage Tank

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Glycol Refill Pump

	Piloncillo Ranch CPF-D
	Stabilizer
	Condensate Stabilizer "A"

	Piloncillo Ranch CPF-D
	Exchanger Air
	Condensate Cooler #1

	Piloncillo Ranch CPF-D
	Stabilizer
	Condensate Stabilizer "B"

	Piloncillo Ranch CPF-D
	Exchanger Air
	Condensate Cooler #2

	Piloncillo Ranch CPF-D
	Stabilizer
	Condensate Stabilizer "C"

	Piloncillo Ranch CPF-D
	Exchanger Air
	Condensate Cooler #3

	Piloncillo Ranch CPF-D
	Stabilizer
	Condensate Stabilizer "D"

	Piloncillo Ranch CPF-D
	Compressor
	Vapor Recovery Compressor

	Piloncillo Ranch CPF-D
	Compressor
	Vapor Recovery Compressor

	Piloncillo Ranch CPF-D
	Vessel
	Blowdown Separator

	Piloncillo Ranch CPF-D
	Pump Centrifugal Can
	Blowdown Separator Pump

	Piloncillo Ranch CPF-D
	Vessel
	HP Flare Knock Out

	Piloncillo Ranch CPF-D
	Pump Centrifugal Can
	HP Flare Knock Out Pump

	Piloncillo Ranch CPF-D
	Pump Centrifugal Can
	HP Flare Knock Out Pump

	Piloncillo Ranch CPF-D
	Flare
	Air Assisted HP Flare Unit w/ Motor

	Piloncillo Ranch CPF-D
	Flare
	HP Flare Control Skid

	Piloncillo Ranch CPF-D
	Vessel
	LP Vent Knock Out

	Piloncillo Ranch CPF-D
	Pump Diaphram
	LP Vent Knock Out Pump

	Piloncillo Ranch CPF-D
	Combustor
	LP Combustor Skid

	Piloncillo Ranch CPF-D
	Flare
	Air Assisted LP Flare Unit




Exhibit D – Page 12




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch CPF-D
	Skid
	Fuel Gas Skid

	Piloncillo Ranch CPF-D
	Vessel
	Fuel Gas Scrubber

	Piloncillo Ranch CPF-D
	Vessel
	Fuel Gas Filter

	Piloncillo Ranch CPF-D
	Vessel
	Filter Separator

	Piloncillo Ranch CPF-D
	Pump Chemical Piston
	Filter Separator Methanol Pump

	Piloncillo Ranch CPF-D
	Pump Chemical Piston
	Filter Separator Methanol Pump

	Piloncillo Ranch CPF-D
	Vessel
	Cold Separator

	Piloncillo Ranch CPF-D
	Exchanger
	Triple Pipe Exchanger

	Piloncillo Ranch CPF-D
	Exchanger
	Triple Pipe Exchanger

	Piloncillo Ranch CPF-D
	Skid
	Glycol Regen Skid

	Piloncillo Ranch CPF-D
	Vessel
	Fuel Gas Scrubber

	Piloncillo Ranch CPF-D
	Exchanger Tube Shell
	Glycol to Glycol Heat Exchanger

	Piloncillo Ranch CPF-D
	Vessel
	Reboiler

	Piloncillo Ranch CPF-D
	Pump Plunger
	Glycol Pump Kimray 45015PV

	Piloncillo Ranch CPF-D
	Pump Plunger 
	Glycol Pump Kimray 45015PV

	Piloncillo Ranch CPF-D
	Vessel
	Sock Filter

	Piloncillo Ranch CPF-D
	Vessel
	Sock Filter

	Piloncillo Ranch CPF-D
	Vessel
	Charcoal Filter

	Piloncillo Ranch CPF-D
	Vessel
	Flash Gas Separator

	Piloncillo Ranch CPF-D
	Skid
	Btex Eliminator System

	Piloncillo Ranch CPF-D
	Vessel
	Liquid Blowcase

	Piloncillo Ranch CPF-D
	Exchanger 
	Glycol Vapor Condenser

	Piloncillo Ranch CPF-D
	Power
	Gas Power Unit #1

	Piloncillo Ranch CPF-D
	Power
	Gas Power Unit #2

	Piloncillo Ranch CPF-D
	Power
	Gas Power Unit #3

	Piloncillo Ranch CPF-D
	Tank
	Lube Oil (40wt)

	Piloncillo Ranch CPF-D
	Tank
	Lube Oil (50wt)

	Piloncillo Ranch CPF-D
	Tank
	Lube Oil (Coolant)

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Lube Oil Pump (40wt)

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Lube Oil Pump (50wt)

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Coolant Pump

	Piloncillo Ranch CPF-D
	Tank
	Sump #1

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Sump Pump #1

	Piloncillo Ranch CPF-D
	Tank
	Sump #2

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Sump Pump #2

	Piloncillo Ranch CPF-D
	Tank
	Sump #3

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Sump Pump #3

	Piloncillo Ranch CPF-D
	Tank
	Sump #4

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Sump Pump #4

	Piloncillo Ranch CPF-D
	Tank
	Sump #5




Exhibit D – Page 13




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch CPF-D
	Pump Diaphram
	Sump Pump #5

	Piloncillo Ranch CPF-D
	Tank
	Sump #6

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Sump Pump #6

	Piloncillo Ranch CPF-D
	Compressor
	IA Skid

	Piloncillo Ranch CPF-D
	Pump Diaphram
	Recycle Pump

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Condensate Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Bad Condensate Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Bad Condensate Tank (Slave)

	Piloncillo Ranch CPF-D
	Pump Centrifugal Can
	Bad Condensate Pump

	Piloncillo Ranch CPF-D
	Pump Centrifugal Can
	Bad Condensate Pump

	Piloncillo Ranch CPF-D
	Skid
	LACT Skid

	Piloncillo Ranch CPF-D
	Pump Centrifugal End Suction 
	LACT Pump

	Piloncillo Ranch CPF-D
	Pump Plunger
	Pipeline Pumps

	Piloncillo Ranch CPF-D
	Pump Plunger
	Pipeline Pumps

	Piloncillo Ranch CPF-D
	Pump Plunger
	Pipeline Pumps

	Piloncillo Ranch CPF-D
	Tank
	Gun Barrel #1

	Piloncillo Ranch CPF-D
	Tank
	Overflow Tank #1

	Piloncillo Ranch CPF-D
	Tank
	Gun Barrel #2

	Piloncillo Ranch CPF-D
	Tank
	Overflow Tank #2

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Master)




Exhibit D – Page 14




​

	

	

	


	Facility


	Type


	Asset



	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Master)

	Piloncillo Ranch CPF-D
	Tank
	Water Tank (Slave)

	Piloncillo Ranch CPF-D
	Vessel
	NGL Storage

	Piloncillo Ranch CPF-D
	Vessel
	NGL Storage Vent Blowcase

	Piloncillo Ranch CPF-D
	Vessel
	NGL Storage

	Piloncillo Ranch CPF-D
	Vessel
	NGL Storage Vent Blowcase



​
​

Exhibit D – Page 15




​

EXHIBIT E
​
Memorandum of Agreement
​
	AMENDED AND RESTATED MEMORANDUM OF FIRM GATHERING AND PROCESSING AGREEMENT
​

	THE STATE OF TEXAS


	§



	​


	§



	COUNTIES OF DIMMIT,


	§



	WEBB AND LA SALLE


	§





​
THIS AMENDED AND RESTATED MEMORANDUM OF FIRM GATHERING AND PROCESSING AGREEMENT (this “Memorandum”) is made and entered into effective as of 12:00 a.m. on April 1, 2022 (the “Effective Date”), by and between SN Catarina, LLC, a Delaware limited liability company (“Producer”), and Catarina Midstream, LLC, a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to in this Memorandum individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties have executed that (i) certain Firm Gathering and Processing Agreement (the “Original Gathering Agreement”), dated effective as of October 14, 2015 (the “Original Effective Date”), (ii) that certain Amendment No. 1 to Firm Gathering and Processing Agreement, dated as of June 30, 2017 with a deemed effective time of 12:01 a.m. on April 1, 2017 (the “First Amendment”), and (iii) that certain Amended and Restated Firm Gathering and Processing Agreement, effective as of 12:00 a.m. on the Effective Date, which amended and restated the Original Gathering Agreement, as amended by the First Amendment, in its entirety (the “Gathering Agreement”); 
WHEREAS, the Parties previously executed and recorded in the Counties of Dimmit, Webb and La Salle in the State of Texas as described in Annex I attached hereto, that certain Memorandum of Firm Gas Gathering and Processing Agreement, dated as of December 29, 2015, in connection with the execution of the Original Gathering Agreement (the “Original Memorandum”); and
WHEREAS, in accordance with the Gathering Agreement, the Parties desire to amend and restate the Original Memorandum for the purpose of imparting notice to all persons of Producer’s dedication and commitment of its interests in oil and gas leases, wells and/or oil and gas interests within the Dedicated Acreage (including the Dedicated Instruments) and Producer’s production from or attributable to such interests to the Gathering Agreement.
NOW, THEREFORE, the Parties agree as follows:
1.The Gathering Agreement is incorporated by reference in its entirety in this Memorandum. All capitalized terms used but not defined in this Memorandum and defined in the 

Exhibit E




​

Gathering Agreement shall have the meaning ascribed to them in the Gathering Agreement. As used in this Memorandum, the following capitalized terms shall have the meanings set forth below:

“Dedicated Acreage” means: (i) at all times from the Original Effective Date, Producer’s acreage as described on Exhibit C - Part 1(a), attached hereto and made a part hereof, including, for the avoidance of doubt, the Dedicated Instruments in existence as of the Original Effective Date and at any time between the Original Effective Date and the Effective Date, and (ii) effective as of the Effective Date, Producer’s acreage as described on Exhibit C - Part 1(b), attached hereto and made a part hereof, including, for the avoidance of doubt, the Dedicated Instruments.
“Dedicated Deeds” means Producer’s mineral deeds covering any portion of the Dedicated Acreage, now existing or hereafter acquired, including those mineral deeds set forth on Exhibit A - Part 2 attached hereto and made a part hereof, in each case, to the extent, and only to the extent, that such mineral deeds cover the Dedicated Acreage.
“Dedicated Instruments” means the Dedicated Deeds and the Dedicated Leases.
“Dedicated Leases” means Producer’s mineral leases located within the Dedicated Acreage, now existing or hereafter acquired, as such mineral leases may be in effect during the Term, including those mineral leases set forth on Exhibit A – Part 3 attached hereto and made a part hereof, in each case, to the extent, and only to the extent, such mineral leases cover the Dedicated Acreage.
“Dedicated Products” means Producer’s Products that are produced from any well(s) located on the Dedicated Acreage.
“Producer’s Products” or “Products” means all Oil, Gas and other hydrocarbons (including all components contained therein and water therewith) that are owned or Controlled by Producer or its Affiliates and produced and saved from the Dedicated Acreage in accordance with the terms of the Gathering Agreement.
2.The Parties have entered into the Gathering Agreement to provide for, among other things, (a) the commitment and dedication by Producer of (1) the Dedicated Acreage (including the Dedicated Instruments), and (2) all of the Dedicated Products and water owned by Producer, in each case with respect to clause (2) produced during the Term from the Dedicated Acreage; and (b) the grant by Producer to Gatherer or its designee, pursuant and subject to the terms and conditions of the Dedicated Leases, and otherwise insofar as Producer has the legal right to do so without the incurrence of additional expense, the non-exclusive right of ingress and egress over, across and under all lands and leaseholds or premises of Producer, for the construction, maintenance and operation of pipelines and other facilities necessary or convenient for the gathering, compression, separation, processing and redelivery of Producer Products under the Gathering Agreement. Upon the termination of the Gathering Agreement, Producer and Gatherer shall file of record a release and termination of the Gathering Agreement and this Memorandum as to the commitment and dedication described herein.
3.The Gathering Agreement, including the dedication and commitment covenant made by Producer under the Gathering Agreement, runs with the land and will be binding upon and inure to the benefit of the successors and assigns of the Parties, subject to the terms of the 

Exhibit E




​

Gathering Agreement.  Any transfer by Producer of any of Producer’s interests in the Dedicated Acreage shall comply with Article 13 of the Gathering Agreement, which, among other matters, requires that, except in certain circumstances, the transfer be expressly subject to the Gathering Agreement. Article 13 of the Gathering Agreement requires that, among other matters and except in certain circumstances, neither Party may assign or otherwise convey all or any portion of its right, title, or interest under the Gathering Agreement without obtaining the prior written consent of the other Party, which consent will not be unreasonably withheld, conditioned, or delayed, and any attempts to assign without such consent will be void.
4.Should any person or firm desire additional information, said person or firm should contact:
	Gatherer:
Catarina Midstream, LLC
c/o Evolve Transition Infrastructure LP
1360 Post Oak Blvd, Suite 2400
Houston, TX 77056
Attn: Chief Financial Officer
Email: cward@evolvetransition.com
​
	Producer:
SN Catarina, LLC
c/o Mesquite Energy, Inc. 
Pennzoil Place
700 Milam Street, Suite 600
Houston, Texas 77002
Attn:Gregory Kopel
Executive Vice President and General Counsel 
Email: gkopel@mesquite-energy.com



and, subject to an appropriate confidentiality agreement, any person may receive a copy of the Gathering Agreement upon written request to such person at such address.
5.The Gathering Agreement will remain in full force and effect until October 1, 2032 (the “Primary Term”). Upon the expiration of the Primary Term, the Gathering Agreement will renew automatically for up to four (4) additional terms of twelve (12) months each, unless the Gathering Agreement is terminated by Producer upon at least one hundred eighty (180) Days’ written notice to Gatherer prior to the end of the Primary Term or any subsequent anniversary thereof.  Upon termination of the Gathering Agreement, Producer and Gatherer shall file of record a release and termination of the Gathering Agreement and this Memorandum as to the commitment and dedication described herein.
6.The dedication and commitment of the “Dedicated Acreage” to Gatherer under the Original Gathering Agreement or Prior Gathering Agreement, as applicable, shall continue to exist and be dedicated and committed to Gatherer subject to, as of and from the Effective Date, the terms and conditions of this Agreement.
7.This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend or modify the Gathering Agreement in any way. This Memorandum shall be binding upon and shall inure to the benefit of the Parties hereto, and to their respective heirs, devises, legal representatives, successors and permitted assigns.
[Signature page follows]
​

Exhibit E




​

IN WITNESS WHEREOF, the Parties have executed this Memorandum to be effective as of Effective Date.
PRODUCER:
SN CATARINA, LLC
By:  ​ ​
Name:
Title:
STATE OF TEXAS
COUNTY OF HARRIS, TO-WIT:
I, the undersigned, a notary public of the said county, do hereby certify that on this [__] day of [____________], 2022, before me personally appeared [____________], who acknowledged himself to be the [____________] of SN Catarina, LLC, and that he as such officer, being so authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the company by himself as said officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
​ ​​ ​​
Notary Public
My commission expires:  ​ ​ 
(Notarial Seal)
​

​
Exhibit E
​




​

GATHERER:
CATARINA MIDSTREAM, LLC
By:  ​ ​
Name:
Title:
STATE OF TEXAS
COUNTY OF HARRIS, TO-WIT:
I, the undersigned, a notary public of the said county, do hereby certify that on this [__] day of [____________], 2022, before me personally appeared [____________], who acknowledged himself to be the [____________] of Catarina Midstream, LLC, and that he as such officer, being  so authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the company by himself as said officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
​ ​​ ​​
Notary Public
My commission expires:  ​ ​
(Notarial Seal)
​
​

​
Exhibit E
​




​
​

EXHIBIT A 
DEDICATED ACREAGE 
PART 1 – DEDICATED ACREAGE
[Attached]
​
PART 2 – DEDICATED DEEDS
[Attached]
​
PART 3 – DEDICATED LEASES
[Attached]
​
​
​
​
​

Exhibit E




​
​

EXHIBIT F
​
Pressure Measurement Schematics
​


​
​
​
​
​

Exhibit F – Page 1




​
​

​
EXHIBIT G
​
Existing Wells
​
	

	


	API
	Well Name

	42127337520100
	PILONCILLO A 01H

	42127370580000
	PILONCILLO A 01HX

	42127370590000
	PILONCILLO A 01HY

	42127370600000
	PILONCILLO A 01HZ

	42127337660100
	PILONCILLO A 02H

	42127370550000
	PILONCILLO A 02HY

	42127370560000
	PILONCILLO A 02HZ

	42127338430200
	PILONCILLO A 03H

	42127338440000
	PILONCILLO A 04H

	42127339600000
	PILONCILLO A 05H

	42127341090000
	PILONCILLO A 06HA

	42127341080000
	PILONCILLO A 06HB

	42127341100000
	PILONCILLO A 06HC

	42127341110000
	PILONCILLO A 06HD

	42127342970000
	PILONCILLO A 07HA

	42127342990000
	PILONCILLO A 07HB

	42127343000000
	PILONCILLO A 07HC

	42127343020000
	PILONCILLO A 07HD

	42127343820000
	PILONCILLO A 07HE

	42127365400000
	PILONCILLO A 07HG

	42127365410000
	PILONCILLO A 07HH

	42127365420000
	PILONCILLO A 07HI

	42127367930000
	PILONCILLO A 07HY

	42127367940000
	PILONCILLO A 07HZ

	42127343010000
	PILONCILLO A 08HA

	42127343030000
	PILONCILLO A 08HB

	42127343040000
	PILONCILLO A 08HC

	42127343050100
	PILONCILLO A 08HD

	42127369940000
	PILONCILLO A 08HE

	42127369950000
	PILONCILLO A 08HF

	42127370000000
	PILONCILLO A 08HG

	42127343060000
	PILONCILLO A 08HL

	42127345030000
	PILONCILLO A 09HW

	42127345140000
	PILONCILLO A 09HX

	42127345040000
	PILONCILLO A 09HY




Exhibit G – Page 1




​

	

	


	API
	Well Name

	42127345050000
	PILONCILLO A 09HZ

	42127346800000
	PILONCILLO A 10HA

	42127346780000
	PILONCILLO A 10HB

	42127346790000
	PILONCILLO A 10HC

	42127346810000
	PILONCILLO A 10HD

	42127369270000
	PILONCILLO A 10HE

	42127369280000
	PILONCILLO A 10HF

	42127347290000
	PILONCILLO A 11HA

	42127347040000
	PILONCILLO A 11HB

	42127347030000
	PILONCILLO A 11HC

	42127347080000
	PILONCILLO A 11HD

	42127347240000
	PILONCILLO A 11HE

	42127347230000
	PILONCILLO A 11HF

	42127350240000
	PILONCILLO A 12HA

	42127350210000
	PILONCILLO A 12HB

	42127350230000
	PILONCILLO A 12HC

	42127370780000
	PILONCILLO A 12HD

	42127370790000
	PILONCILLO A 12HE

	42127370860000
	PILONCILLO A 12HU

	42127370870000
	PILONCILLO A 12HV

	42127370880000
	PILONCILLO A 12HW

	42127350250000
	PILONCILLO A 12HX

	42127350260000
	PILONCILLO A 12HY

	42127350290000
	PILONCILLO A 12HZ

	42127347310000
	PILONCILLO A 13HV

	42127347330000
	PILONCILLO A 13HW

	42127347320000
	PILONCILLO A 13HX

	42127347370000
	PILONCILLO A 13HY

	42127347400000
	PILONCILLO A 13HZ

	42127350890000
	PILONCILLO A 14HA

	42127350730000
	PILONCILLO A 14HB

	42127350740000
	PILONCILLO A 14HC

	42127350820000
	PILONCILLO A 14HD

	42127350850000
	PILONCILLO A 14HE

	42127378400000
	PILONCILLO A 14HX

	42127378420000
	PILONCILLO A 14HY

	42127378410000
	PILONCILLO A 14HZ

	42127347650000
	PILONCILLO A 15HL

	42127347660000
	PILONCILLO A 15HM

	42127347670000
	PILONCILLO A 15HW

	42127347680000
	PILONCILLO A 15HX




​
Exhibit G – Page 2
​




​

	

	


	API
	Well Name

	42127347690000
	PILONCILLO A 15HY

	42127347700000
	PILONCILLO A 15HZ

	42127369290000
	PILONCILLO A 16HU

	42127369300000
	PILONCILLO A 16HV

	42127369310000
	PILONCILLO A 16HW

	42127369320000
	PILONCILLO A 16HX

	42127369330000
	PILONCILLO A 16HY

	42127369340000
	PILONCILLO A 16HZ

	42127372740000
	PILONCILLO A 18U

	42127372750000
	PILONCILLO A 18V

	42127372760000
	PILONCILLO A 18W

	42127372780000
	PILONCILLO A 18X

	42127372790000
	PILONCILLO A 18Y

	42127372800000
	PILONCILLO A 18Z

	42127369390100
	PILONCILLO A 23HA

	42127369400000
	PILONCILLO A 23HB

	42127373330000
	PILONCILLO A 23HC

	42127373340000
	PILONCILLO A 23HD

	42127373350000
	PILONCILLO A 23HE

	42127373360000
	PILONCILLO A 23HF

	42127373370000
	PILONCILLO A 23HG

	42127373380000
	PILONCILLO A 23HH

	42127369410000
	PILONCILLO A 23HX

	42127354470000
	PILONCILLO A 23HY

	42127354480000
	PILONCILLO A 23HZ

	42127354670000
	PILONCILLO A 24HY

	42127354690000
	PILONCILLO A 24HZ

	42127377560000
	PILONCILLO A 25HA

	42127377570000
	PILONCILLO A 25HB

	42127377580000
	PILONCILLO A 25HC

	42127377590000
	PILONCILLO A 25HD

	42127377600000
	PILONCILLO A 25HE

	42127372630000
	PILONCILLO A 25HX

	42127372640000
	PILONCILLO A 25HY

	42127372650000
	PILONCILLO A 25HZ

	42127373390000
	PILONCILLO A 28HA

	42127373400000
	PILONCILLO A 28HB

	42127373410000
	PILONCILLO A 28HC

	42127373420000
	PILONCILLO A 28HD

	42127373430000
	PILONCILLO A 28HE

	42127372820000
	PILONCILLO A 31HA




​
Exhibit G – Page 3
​




​

	

	


	API
	Well Name

	42127372830000
	PILONCILLO A 31HB

	42127372840000
	PILONCILLO A 31HC

	42127372850000
	PILONCILLO A 31HD

	42127372860000
	PILONCILLO A 31HE

	42127375540000
	PILONCILLO A 41HW

	42127375550000
	PILONCILLO A 41HX

	42127375560000
	PILONCILLO A 41HY

	42127375570000
	PILONCILLO A 41HZ

	42127379250000
	PILONCILLO A 42HA

	42127379260000
	PILONCILLO A 42HB

	42127379270000
	PILONCILLO A 42HC

	42127379280000
	PILONCILLO A 42HD

	42127379050000
	PILONCILLO A 43HW

	42127379060000
	PILONCILLO A 43HX

	42127379070000
	PILONCILLO A 43HY

	42127379080000
	PILONCILLO A 43HZ

	42127373170000
	Piloncillo B 01 HB

	42127373180000
	Piloncillo B 01 HC

	42127373190000
	Piloncillo B 01 HY

	42127373200000
	Piloncillo B 01 HZ

	42127338420000
	PILONCILLO B 01H

	42127377360000
	PILONCILLO B 03HA

	42127377370000
	PILONCILLO B 03HB

	42127377380000
	PILONCILLO B 03HC

	42127377290000
	PILONCILLO B 04HA

	42127377300000
	PILONCILLO B 04HB

	42127377310000
	PILONCILLO B 04HC

	42127376810000
	Piloncillo B 06HX

	42127376820000
	Piloncillo B 06HY

	42127376830000
	Piloncillo B 06HZ

	42127376840000
	Piloncillo B 07HX

	42127376850000
	Piloncillo B 07HY

	42127376860000
	Piloncillo B 07HZ

	42127377400000
	PILONCILLO B 09HX

	42127377410000
	PILONCILLO B 09HY

	42127377420000
	PILONCILLO B 09HZ

	42127338410100
	PILONCILLO C 01H

	42127343600100
	PILONCILLO C 01V

	42127351160000
	PILONCILLO C 02H

	42127351210000
	PILONCILLO C 03H

	42127339420100
	PILONCILLO C 04HA




​
Exhibit G – Page 4
​




​

	

	


	API
	Well Name

	42127365090000
	PILONCILLO C 04HY

	42127365110000
	PILONCILLO C 04HZ

	42127366300000
	PILONCILLO C 05HD

	42127365650000
	PILONCILLO C 05HE

	42127351470000
	PILONCILLO C 06HA

	42127351490000
	PILONCILLO C 06HZ

	42479410610100
	PILONCILLO D 01H

	42479412340000
	PILONCILLO D 03H

	42479432870000
	PILONCILLO D 03HB

	42479432880000
	PILONCILLO D 03HC

	42479420380000
	PILONCILLO D 03HM

	42479412160100
	PILONCILLO D 04H

	42479415960000
	PILONCILLO D 04HA

	42479415970000
	PILONCILLO D 04HB

	42479415980000
	PILONCILLO D 04HC

	42479415990000
	PILONCILLO D 04HD

	42479416000000
	PILONCILLO D 04HE

	42479412810000
	PILONCILLO D 05HA

	42479412820000
	PILONCILLO D 05HB

	42479412860000
	PILONCILLO D 05HY

	42479412850000
	PILONCILLO D 05HZ

	42479412510000
	PILONCILLO D 06HA

	42479413750000
	PILONCILLO D 06HB

	42479413510000
	PILONCILLO D 07HA

	42479413410000
	PILONCILLO D 07HB

	42479413520000
	PILONCILLO D 07HL

	42479413530000
	PILONCILLO D 07HM

	42479413420000
	PILONCILLO D 08HA

	42479413430000
	PILONCILLO D 08HB

	42479413440000
	PILONCILLO D 08HC

	42479432850000
	PILONCILLO D 08HD

	42479432890000
	PILONCILLO D 08HE

	42479432900000
	PILONCILLO D 08HF

	42479413460000
	PILONCILLO D 08HL

	42479432910000
	PILONCILLO D 08HY

	42479432920000
	PILONCILLO D 08HZ

	42479414120000
	PILONCILLO D 09HA

	42479414130000
	PILONCILLO D 09HB

	42479414140000
	PILONCILLO D 09HC

	42479414190000
	PILONCILLO D 09HD

	42479430560000
	PILONCILLO D 09HE




​
Exhibit G – Page 5
​




​

	

	


	API
	Well Name

	42479430570000
	PILONCILLO D 09HF

	42479430580000
	PILONCILLO D 09HG

	42479430590000
	PILONCILLO D 09HH

	42479414520000
	PILONCILLO D 10HA

	42479414530000
	PILONCILLO D 10HB

	42479414540000
	PILONCILLO D 10HC

	42479414610000
	PILONCILLO D 10HL

	42479415100000
	PILONCILLO D 11HA

	42479415080000
	PILONCILLO D 11HB

	42479415090200
	PILONCILLO D 11HC

	42479415110000
	PILONCILLO D 11HD

	42479416180000
	PILONCILLO D 12HA

	42479416130000
	PILONCILLO D 12HB

	42479416170000
	PILONCILLO D 12HC

	42479416140000
	PILONCILLO D 12HD

	42479416820000
	PILONCILLO D 13HA

	42479416870000
	PILONCILLO D 13HB

	42479416880000
	PILONCILLO D 13HC

	42479433140000
	PILONCILLO D 13HD

	42479433150000
	PILONCILLO D 13HE

	42479416720000
	PILONCILLO D 14HA

	42479416730000
	PILONCILLO D 14HB

	42479416740000
	PILONCILLO D 14HW

	42479416750000
	PILONCILLO D 14HX

	42479416760000
	PILONCILLO D 14HY

	42479416660000
	PILONCILLO D 14HZ

	42479416980000
	PILONCILLO D 15HA

	42479416990000
	PILONCILLO D 15HB

	42479417000000
	PILONCILLO D 15HC

	42479417010000
	PILONCILLO D 15HD

	42479417320000
	PILONCILLO D 16HA

	42479417330000
	PILONCILLO D 16HB

	42479432030000
	PILONCILLO D 16HC

	42479433550000
	PILONCILLO D 16HE

	42479432050000
	PILONCILLO D 16HY

	42479432060000
	PILONCILLO D 16HZ

	42479418120000
	PILONCILLO D 17HA

	42479418140000
	PILONCILLO D 17HB

	42479418130000
	PILONCILLO D 17HC

	42479418150000
	PILONCILLO D 17HD

	42479418170000
	PILONCILLO D 17HE




​
Exhibit G – Page 6
​




​

	

	


	API
	Well Name

	42479418180000
	PILONCILLO D 17HF

	42479421360000
	PILONCILLO D 17HW

	42479421370000
	PILONCILLO D 17HX

	42479421320000
	PILONCILLO D 17HY

	42479421380000
	PILONCILLO D 17HZ

	42479420330000
	PILONCILLO D 18HA

	42479420280000
	PILONCILLO D 18HB

	42479420370000
	PILONCILLO D 18HC

	42479420290000
	PILONCILLO D 18HD

	42479420300000
	PILONCILLO D 18HE

	42479420320000
	PILONCILLO D 18HF

	42479429610000
	PILONCILLO D 18HG

	42479429620000
	PILONCILLO D 18HH

	42479429650000
	PILONCILLO D 18HI

	42479429630000
	PILONCILLO D 18HJ

	42479429660000
	PILONCILLO D 18HK

	42479420980000
	PILONCILLO D 19HA

	42479421000000
	PILONCILLO D 19HB

	42479421010000
	PILONCILLO D 19HC

	42479421020000
	PILONCILLO D 19HD

	42479421030000
	PILONCILLO D 19HE

	42479431040000
	PILONCILLO D 19HG

	42479431060000
	PILONCILLO D 19HH

	42479431070000
	PILONCILLO D 19HI

	42479431750000
	PILONCILLO D 19HZ

	42479422070000
	PILONCILLO D 20HA

	42479422080000
	PILONCILLO D 20HB

	42479422100000
	PILONCILLO D 20HD

	42479422110000
	PILONCILLO D 20HE

	42479422120000
	PILONCILLO D 20HV

	42479422130000
	PILONCILLO D 20HW

	42479422060000
	PILONCILLO D 20HX

	42479422140000
	PILONCILLO D 20HY

	42479422150000
	PILONCILLO D 20HZ

	42479416780100
	PILONCILLO D 21HA

	42479416790000
	PILONCILLO D 21HB

	42479416800000
	PILONCILLO D 21HC

	42479416810000
	PILONCILLO D 21HD

	42479422260000
	PILONCILLO D 22HA

	42479422340000
	PILONCILLO D 22HB

	42479422270000
	PILONCILLO D 22HC




​
Exhibit G – Page 7
​




​

	

	


	API
	Well Name

	42479422280000
	PILONCILLO D 22HD

	42479422290000
	PILONCILLO D 22HE

	42479422300000
	PILONCILLO D 22HF

	42479422310000
	PILONCILLO D 22HX

	42479422320000
	PILONCILLO D 22HY

	42479422330000
	PILONCILLO D 22HZ

	42479417830000
	PILONCILLO D 23HA

	42479417840000
	PILONCILLO D 23HB

	42479417850000
	PILONCILLO D 23HC

	42479417860000
	PILONCILLO D 23HD

	42479417870000
	PILONCILLO D 23HE

	42479417880000
	PILONCILLO D 23HF

	42479417780000
	PILONCILLO D 24HA

	42479417790000
	PILONCILLO D 24HB

	42479417930000
	PILONCILLO D 24HC

	42479417800000
	PILONCILLO D 24HD

	42479417810000
	PILONCILLO D 24HE

	42479417820000
	PILONCILLO D 24HZ

	42479423870000
	PILONCILLO D 25HA

	42479423990000
	PILONCILLO D 25HB

	42479423970000
	PILONCILLO D 25HC

	42479423880000
	PILONCILLO D 25HD

	42479423980000
	PILONCILLO D 25HE

	42479423890000
	PILONCILLO D 25HF

	42479422870000
	PILONCILLO D 26HA

	42479422880000
	PILONCILLO D 26HB

	42479422890100
	PILONCILLO D 26HC

	42479422900000
	PILONCILLO D 26HD

	42479429790000
	PILONCILLO D 26HN

	42479429760000
	PILONCILLO D 26HO

	42479429800000
	PILONCILLO D 26HP

	42479423030000
	PILONCILLO D 26HT

	42479423090000
	PILONCILLO D 26HU

	42479423040000
	PILONCILLO D 26HV

	42479423050000
	PILONCILLO D 26HW

	42479423060000
	PILONCILLO D 26HX

	42479423070000
	PILONCILLO D 26HY

	42479423080000
	PILONCILLO D 26HZ

	42479411430100
	PILONCILLO E 01HA

	42479415700100
	PILONCILLO E 01HB

	42479412970100
	PILONCILLO E 02HA




​
Exhibit G – Page 8
​




​

	

	


	API
	Well Name

	42479435580000
	PILONCILLO E 02HB

	42479435590000
	PILONCILLO E 02HC

	42479435600000
	PILONCILLO E 02HD

	42479435610000
	PILONCILLO E 02HE

	42479412760000
	PILONCILLO E 03H

	42479416030000
	PILONCILLO E 03HA

	42479416040000
	PILONCILLO E 03HB

	42479416050000
	PILONCILLO E 03HC

	42479416060000
	PILONCILLO E 03HD

	42479412700000
	PILONCILLO E 04H

	42479415690000
	PILONCILLO E 05HA

	42479415680000
	PILONCILLO E 05HB

	42479415670000
	PILONCILLO E 05HC

	42479415660000
	PILONCILLO E 05HD

	42479415650000
	PILONCILLO E 05HE

	42479415720000
	PILONCILLO E 05HL

	42479417340000
	PILONCILLO E 06HA

	42479417350000
	PILONCILLO E 06HB

	42479417360000
	PILONCILLO E 06HC

	42479417370000
	PILONCILLO E 06HD

	42479417380000
	PILONCILLO E 06HE

	42479432010000
	PILONCILLO E 06HF

	42479432020000
	PILONCILLO E 06HG

	42479417410000
	PILONCILLO E 06HL

	42479432410100
	PILONCILLO E 07HA

	42479432420000
	PILONCILLO E 07HB

	42479434410000
	PILONCILLO E 07HC

	42479434400000
	PILONCILLO E 07HD

	42479439040000
	PILONCILLO E 10HA

	42479439050000
	PILONCILLO E 10HB

	42479439060000
	PILONCILLO E 10HC

	42479439070000
	PILONCILLO E 10HD

	42479439330000
	PILONCILLO E 10HX

	42479439080000
	PILONCILLO E 10HY

	42479439090000
	PILONCILLO E 10HZ

	42479436480000
	PILONCILLO E 14HA

	42479436490000
	PILONCILLO E 14HB

	42479436500000
	PILONCILLO E 14HC

	42479436510000
	PILONCILLO E 14HD

	42479436530000
	PILONCILLO E 14HF

	42479436540000
	PILONCILLO E 14HG




​
Exhibit G – Page 9
​




​

	

	


	API
	Well Name

	42479433220000
	PILONCILLO E 15HA

	42479433230000
	PILONCILLO E 15HB

	42479433240000
	PILONCILLO E 15HC

	42479433250000
	PILONCILLO E 15HT

	42479433260000
	PILONCILLO E 15HU

	42479421700000
	PILONCILLO E 15HV

	42479421710000
	PILONCILLO E 15HW

	42479421720000
	PILONCILLO E 15HX

	42479421730000
	PILONCILLO E 15HY

	42479421740000
	PILONCILLO E 15HZ

	42479436560000
	PILONCILLO E 20HA

	42479436570000
	PILONCILLO E 20HB

	42479436580000
	PILONCILLO E 20HC

	42479436590000
	PILONCILLO E 20HD

	42479436600000
	PILONCILLO E 20HE

	42479436610000
	PILONCILLO E 20HF

	42479436620000
	PILONCILLO E 20HG

	42479434520000
	PILONCILLO E 21HA

	42479434530000
	PILONCILLO E 21HB

	42479434540000
	PILONCILLO E 21HC

	42479434550000
	PILONCILLO E 21HD

	42479434560000
	PILONCILLO E 21HE

	42479434440000
	PILONCILLO E 22HA

	42479434450000
	PILONCILLO E 22HB

	42479434460000
	PILONCILLO E 22HC

	42479434470000
	PILONCILLO E 22HD

	42479439370000
	PILONCILLO E 28HB

	42479439380000
	PILONCILLO E 28HC

	42479439390000
	PILONCILLO E 28HD

	42479439400000
	PILONCILLO E 28HE

	42127379700000
	PILONCILLO E 30HW

	42127379710000
	PILONCILLO E 30HX

	42127379720000
	PILONCILLO E 30HY

	42127379730000
	PILONCILLO E 30HZ

	42479440240000
	PILONCILLO E 31HA

	42479440250000
	PILONCILLO E 31HB

	42479440260000
	PILONCILLO E 31HC

	42479440270000
	PILONCILLO E 31HD

	42479438530000
	PILONCILLO E 31HW

	42479438540000
	PILONCILLO E 31HX

	42479438550000
	PILONCILLO E 31HY




​
Exhibit G – Page 10
​




​

	

	


	API
	Well Name

	42479438560000
	PILONCILLO E 31HZ

	42479437440000
	PILONCILLO E 32HA

	42479437460000
	PILONCILLO E 32HC

	42479437470000
	PILONCILLO E 32HD

	42479437510000
	PILONCILLO E 32HE

	42479438680000
	PILONCILLO E 32HW

	42479438690000
	PILONCILLO E 32HX

	42479438700000
	PILONCILLO E 32HY

	42479438710000
	PILONCILLO E 32HZ

	42479434930000
	PILONCILLO E 33HA

	42479435000000
	PILONCILLO E 33HB

	42479435010000
	PILONCILLO E 33HY

	42479435020000
	PILONCILLO E 33HZ

	42479439740000
	PILONCILLO E 34HA

	42479439750000
	PILONCILLO E 34HB

	42479439760000
	PILONCILLO E 34HC

	42479439770000
	PILONCILLO E 34HD

	42479435690000
	PILONCILLO E 34HV

	42479435710000
	PILONCILLO E 34HW

	42479435700000
	PILONCILLO E 34HX

	42479435760000
	PILONCILLO E 34HY

	42479435770000
	PILONCILLO E 34HZ

	42479440460000
	PILONCILLO E 35HA

	42479440470000
	PILONCILLO E 35HB

	42479435630000
	PILONCILLO E 35HV

	42479435640000
	PILONCILLO E 35HW

	42479435650000
	PILONCILLO E 35HX

	42479435660000
	PILONCILLO E 35HY

	42479435670000
	PILONCILLO E 35HZ

	42479440390000
	PILONCILLO E 36HA

	42479440400000
	PILONCILLO E 36HB

	42479440410000
	PILONCILLO E 36HC

	42479435720000
	PILONCILLO E 36HW

	42479435730000
	PILONCILLO E 36HX

	42479435740000
	PILONCILLO E 36HY

	42479435750000
	PILONCILLO E 36HZ

	42127374180000
	PILONCILLO E 44HA

	42127374190000
	PILONCILLO E 44HB

	42127374990000
	PILONCILLO E 44HC

	42127375010000
	PILONCILLO E 44HX

	42127339960100
	PILONCILLO F 01HA




​
Exhibit G – Page 11
​




​

	

	


	API
	Well Name

	42127365150000
	PILONCILLO F 01HD

	42127365130000
	PILONCILLO F 01HZ

	42479416240000
	PILONCILLO F 02HA

	42479416250000
	PILONCILLO F 02HB

	42479416260000
	PILONCILLO F 02HC

	42479416270000
	PILONCILLO F 02HD

	42479416280000
	PILONCILLO F 02HL

	42479414480000
	PILONCILLO F 03HA

	42479414510100
	PILONCILLO F 03HB

	42479415760000
	PILONCILLO F 03HC

	42479414490000
	PILONCILLO F 03HL

	42479414500000
	PILONCILLO F 03HZ

	42479434730000
	PILONCILLO F 05HA

	42479434740000
	PILONCILLO F 05HB

	42479434750000
	PILONCILLO F 05HY

	42479434760000
	PILONCILLO F 05HZ

	42479433860000
	PILONCILLO SWD D 1D



​

​
Exhibit G – Page 12
​