Exhibit 10.5


 


MEMBERSHIP INTEREST PURCHASE AGREEMENT



BETWEEN



CGAS Properties, L.P.



AS SELLER



AND



M3 Ohio Gathering LLC



AS PURCHASER


 




Executed on MAY 26, 2015


 






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TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article 1 DEFINITIONS	1
	Article 2 PURCHASE AND SALE	2
	2.1	Purchase and Sale	2
	2.2	Purchase Price	2
	2.3	Increase in Subject Interest and Purchase Price; Extension of Closing Date	2
	2.4	Adjustments to Purchase Price	2
	2.5	Agreement Regarding LLC Agreement	3
	Article 3 CLOSING	3
	3.1	Time and Place of Closing	3
	3.2	Obligations of Seller at Closing	3
	3.3	Obligations of Purchaser at Closing	4
	Article 4 REPRESENTATIONS AND WARRANTIES OF SELLER	5
	4.1	Existence	5
	4.2	Power	5
	4.3	Authorization and Enforceability	5
	4.4	No Conflicts	5
	4.5	LLC Agreement	6
	4.6	Ownership	6
	4.7	Liability for Brokers’ Fees	6
	4.8	Litigation	6
	4.9	Taxes	6
	4.10	Environmental Laws	7
	4.11	Compliance with Laws	7
	4.12	Midstream Assets..	7
	4.13	Contracts	7
	4.14	Tag-Along Rights, Consents and Preferential Rights	7
	4.15	Employee Matters	8
	4.16	Intellectual Property	8
	4.17	Anti-Corruption Matters	8




  




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	4.18	OFAC	8
	4.19	Solvency.	8
	4.20	Certain Disclaimers	9
	Article 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER	10
	5.1	Existence and Qualification	10
	5.2	Power	10
	5.3	Authorization and Enforceability	10
	5.4	No Conflicts	10
	5.5	Liability for Brokers’ Fees	10
	5.6	Litigation	11
	5.7	Investment Intent	11
	5.8	Independent Investigation	11
	5.9	Other Consents	11
	5.10	Financing.	11
	Article 6 COVENANTS OF THE PARTIES	11
	6.1	Exclusivity	12
	6.2	Government Authorizations; Cooperation	12
	6.3	Public Announcement	13
	6.4	Assumption of Obligations	13
	6.5	Casualty and Condemnation	14
	6.6	Further Assurances	14
	6.7	Cooperation on Taxes	14
	6.8	Schedule Update	14
	6.9	Other Agreement	15
	6.10	Encumbrances on the Subject Interest	15
	6.11	Confidentiality	15
	6.12	Non-Solicitation	15
	6.13	Closing	16
	6.14	Conduct Pending Closing.	16
	Article 7 CONDITIONS TO CLOSING	16
	7.1	Conditions of Seller to Closing	16
	7.2	Conditions of Purchaser to Closing	17




 




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	Article 8 TERMINATION	18
	8.1	Termination	18
	8.2	Effect of Termination	19
	Article 9 INDEMNIFICATION; LIMITATIONS	19
	9.1	Indemnification	19
	9.2	Indemnification Actions	22
	9.3	Limitation on Actions	24
	Article 10 MISCELLANEOUS	25
	10.1	Counterparts	25
	10.2	Notice	26
	10.3	Expenses	27
	10.4	Transfer Taxes	27
	10.5	Governing Law	27
	10.6	Jurisdiction; Waiver of Jury Trial	27
	10.7	Captions	28
	10.8	Waivers	28
	10.9	Assignment	28
	10.10	Entire Agreement	28
	10.11	Amendment	28
	10.12	References	29
	10.13	Construction	29
	10.14	Limitation on Damages	29
	10.15	Specific Performance	30




 




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Exhibits


 


	Exhibit A	–	Definitions
	Exhibit B	–	Form of Assignment Agreement
	 	 	 
	Schedules	 	 
	 	 	 
	Schedule 1.1(b)	–	Knowledge Personnel - Seller
	Schedule 1.1(c)	–	Knowledge Personnel - Purchaser
	Schedule 4.6	–	Encumbrances
	Schedule 4.8	–	Litigation
	Schedule 4.9	–	Taxes
	Schedule 4.10	–	Environmental
	Schedule 4.11	–	Compliance with Laws
	Schedule 4.13	–	Existing Agreements
	Schedule 4.14	–	Certain Consents
	Schedule 5.9	–	Other Purchaser Consents
	Schedule 6.2	–	Government Authorizations


  



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MEMBERSHIP INTEREST PURCHASE AGREEMENT


 


This Membership Interest
Purchase Agreement (this “Agreement”) is dated May 26, 2015 (the “Execution Date”), and is
by and between CGAS Properties, L.P., a Delaware limited partnership (“Seller”) and M3 Ohio Gathering LLC, a
Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to individually
as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, Seller owns
a 21% Membership Interest (the “Entire Interest”) in Utica East Ohio Midstream LLC, a Delaware limited liability
company (the “Company”);


 


WHEREAS, Purchaser
owns a 30% Membership Interest in the Company;


 


WHEREAS, Utica Gas
Services, L.L.C., an Oklahoma limited liability company (the “Other Member”) owns the remaining 49% Membership
Interest in the Company;


 


WHEREAS, Seller desires
to sell the Entire Interest and, in accordance with Section 8.6 of the LLC Agreement (as hereinafter defined), has delivered to
Purchaser and the Other Member a Proposed Transfer Notice and Offer Terms, dated April 2, 2015 (“Transfer Notice”);


 


WHEREAS, Seller and
the Other Member have entered into a Membership Interest Purchase Agreement (the “Other Agreement”), wherein
the Seller has agreed to sell to the Other Member, and the Other Member has agreed to purchase from the Seller, the Entire Interest,
subject to the right of the Purchaser to purchase its pro rata share of the Entire Interest as provided in Section 8.6 of the LLC
Agreement; and


 


WHEREAS, Purchaser
desires to accept the offer set forth in the Transfer Notice and to exercise its rights as provided in Section 8.6 of the LLC Agreement
to purchase the Subject Interest for the consideration, and subject to the terms and conditions, set forth in this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound by the terms hereof, agree as follows:


 


Article 1



DEFINITIONS


 


In addition to the
terms defined in the introductory paragraph and the recitals of this Agreement, for purposes hereof, the capitalized terms used
herein and not otherwise defined shall have the meanings set forth in Exhibit A.


 




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Article 2



PURCHASE AND SALE


 


2.1           Purchase
and Sale.    At the Closing, and upon the terms and subject to the conditions of this Agreement, Seller shall sell and convey
to Purchaser, and Purchaser shall purchase, accept and pay for, all of Seller’s right, title and interest in and to the
Subject Interest, free and clear of all Encumbrances other than any restrictions under federal and state securities Laws and the
terms and conditions of the LLC Agreement, for the consideration in Section 2.2.


 


2.2           Purchase
Price.    The purchase price for the Subject Interest (the “Purchase Price”) shall be Two Hundred and
Eighteen Million, Three Hundred and Fifty Four Thousand Four Hundred and Thirty Dollars ($218,354,430). The Purchase Price shall
be subject to adjustment as provided in Section 2.3 and 2.4.


 


2.3           Increase
in Subject Interest and Purchase Price; Extension of Closing Date.    The Subject Interest shall initially be a 30/79 x 21%
(approximately 7.975%) Membership Interest in the Company. If the Other Member does not close on the purchase of the Remaining
Interest on June 10, 2015, or, if applicable, on the purchase of the Entire Interest on or before June 24, 2015, and this Agreement
has not been terminated, as permitted under Section 8.1 then (a) the Closing Date shall be extended to July 31, 2015 or such earlier
date as agreed to by the Parties, (b) the Subject Interest shall be increased to 21% and (c) the Purchase Price shall be increased
to Five Hundred and Seventy Five Million Dollars ($575,000,000).


 


2.4           Adjustments
to Purchase Price.    The Purchase Price for the Subject Interest shall be adjusted as follows:


 


(a)          Capital
Contributions. The Purchase Price shall be increased by an amount equal to the sum of all Capital Contributions (as defined
in the LLC Agreement) made by Seller to the Company with respect to the Subject Interest after the Effective Time and prior to
Closing.


 


(b)          Distributions.
The Purchase Price shall be decreased by an amount equal to the sum of all Distributions (as defined in the LLC Agreement) received
by Seller from the Company with respect to the Subject Interest after the Effective Time and prior to Closing.


 


(c)          Casualty.
The Purchase Price shall be decreased by any casualty or condemnation adjustments under Section 6.5.


 


(d)          Adjusted
Purchase Price. The Purchase Price, adjusted as set forth in Section 2.3, this Section 2.4 and Section
6.5, shall be the “Adjusted Purchase Price.”


 




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2.5           Agreement
Regarding LLC Agreement.    Seller and Purchaser agree and acknowledge that (a) this Agreement and the Transfer Notice constitute
the “Proposed Transfer Notice,” “Offer Terms” and “Purchase Notice” as such terms are used
in the LLC Agreement, (b) this Agreement and the Transfer Notice satisfy in all respects the requirements of Section 8.6
of the LLC Agreement imposed on Seller and Purchaser and (c) none of the covenants, agreements, representations and warranties
set forth in this Agreement shall be deemed breached or violated by Seller or Purchaser because of any alleged or actual failure
of the Transfer Notice or this Agreement to comply with Section 8.6 of the LLC Agreement.  Seller and Purchaser further agree
and acknowledge that (i) its execution and delivery of this Agreement is consistent with the requirements of Section 8.6 the LLC
Agreement, (ii) that neither Purchaser nor Seller shall allege or bring any claim of any kind, whether at law or equity or sounding
in contract (express or implied) or tort, against the other concerning, relating to or arising under Sections 8.6(a) and (b) of
the LLC Agreement in connection with the Transfer Notice and this Agreement constitutes a bar to any such claim and (iii) Purchaser
and Seller shall diligently defend any claim or allegation that the Transfer Notice and this Agreement do not satisfy the requirements
of the LLC Agreement.


 


Article 3



CLOSING


 


3.1           Time
and Place of Closing.    Consummation of the purchase and sale of the Subject Interest as contemplated by this Agreement
(the “Closing”) shall, unless otherwise agreed to in writing by Purchaser and Seller, take place at the offices
of Haynes and Boone, LLP in Houston, Texas, at 10:00 a.m., local time, on the Closing Date. From and after the Closing, the
Closing shall be deemed to have been effective as of 12:01 a.m., local time, on the Closing Date.


 


3.2           Obligations
of Seller at Closing.    At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the
simultaneous performance by Purchaser of its obligations pursuant to Section 3.3, Seller shall deliver or cause to
be delivered to Purchaser the following:


 


(a)          four
(4) duly executed counterparts of an assignment of the Subject Interest (the “Assignment Agreement”) in substantially
the form attached hereto as Exhibit B;


 


(b)          four
(4) originals of a certificate duly executed by an Authorized Officer of Seller, dated as of the Closing Date, certifying on behalf
of Seller that the conditions set forth in Sections 7.2(a) and 7.2(b) have been fulfilled;


 


(c)          four
(4) originals of a certificate duly executed by the secretary or any assistant secretary of the general partner of Seller,
dated as of the Closing Date, (i) attaching and certifying on behalf of Seller complete and correct copies of
(A) the certificate of formation and agreement of limited partnership of Seller, as in effect as of the Closing,
(B) the resolutions of the board of directors of the general partner of Seller authorizing the execution, delivery, and
performance by Seller of this Agreement and the transactions contemplated hereby, and (C) any required approval by the
partners of Seller of this Agreement and the transactions contemplated hereby and (ii) certifying on behalf of Seller
the incumbency of each officer of the general partner of Seller executing this Agreement or any document delivered in
connection with the Closing;


 




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(d)          four
(4) originals of an executed certificate described in Treasury Regulation Section 1.1445-2(b)(2) certifying that Seller is not
a foreign person within the meaning of the Code;


 


(e)          documents
in form and substance reasonably satisfactory to Purchaser evidencing the release of the Encumbrance listed on Schedule 4.6;


 


(f)          an
executed letter of resignation of the Manager (as defined in the LLC Agreement) appointed to the board of Managers by Seller, in
form and substance reasonably acceptable to Purchaser; and


 


(g)          any
other agreements, instruments or documents that are required by the terms of this Agreement under Article 7 to be delivered
by Seller to Purchaser or as otherwise reasonably requested by Purchaser to consummate the transactions contemplated hereby.


 


3.3           Obligations
of Purchaser at Closing.    At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to
the simultaneous performance by Seller of its obligations pursuant to Section 3.2, Purchaser shall deliver or cause to
be delivered to Seller the following:


 


(a)          a
wire transfer of the Adjusted Purchase Price, in same-day funds to an account of Seller designated in writing by Seller to Purchaser
no later than two days prior to the Closing Date;


 


(b)          four
(4) duly executed counterparts of the Assignment Agreement;


 


(c)          four
(4) originals of a certificate by an Authorized Officer of Purchaser, dated as of the Closing Date, certifying on behalf of Purchaser
that the conditions set forth in Sections 7.1(a) and 7.1(b) have been fulfilled;


 


(d)          four
(4) originals of a certificate duly executed by the secretary or any assistant secretary of Purchaser, dated as of the Closing
Date, (i) attaching, and certifying on behalf of Purchaser as complete and correct, copies of (A) the certificate of
formation and limited liability company agreement of Purchaser, each as in effect as of the Closing, (B) the resolutions of
the managers of Purchaser authorizing the execution, delivery and performance by Purchaser of this Agreement and the transactions
contemplated hereby and (C) any required approval by the members of Purchaser of this Agreement and the transactions contemplated
hereby and (ii) certifying on behalf of Purchaser the incumbency of each officer of Purchaser executing this Agreement or
any document delivered in connection with the Closing; and


 


(e)          any
other agreements, instruments, or documents that are required by the terms of this Agreement under Article 7 to be
delivered by Purchaser to Seller or as otherwise reasonably requested by Seller to consummate the transactions contemplated hereby.


 




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Article 4



REPRESENTATIONS AND WARRANTIES OF SELLER


 


Except as set forth
in the Schedules to this Agreement, and subject to Section 4.20, Seller represents and warrants as of the date hereof
and as of the Closing Date to Purchaser that:


 


4.1           Existence.    Seller is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware.


 


4.2           Power.    Seller has the requisite partnership power and authority to execute and deliver this Agreement (and all documents to be executed
and delivered by Seller pursuant to this Agreement), to perform its obligations hereunder (and thereunder), and to consummate
the transactions contemplated hereby (and thereby).


 


4.3           Authorization
and Enforceability.    The execution, delivery and performance by Seller of this Agreement (and all documents required to
be executed and delivered by Seller pursuant to this Agreement), and the consummation by Seller of the transactions contemplated
hereby (and thereby), have been duly and validly authorized by all necessary partnership action on the part of Seller or, in the
case of documents to be executed and delivered pursuant to this Agreement, will have been duly and validly authorized by all necessary
corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller (and all documents required
hereunder to be executed and delivered by Seller pursuant to this Agreement will be duly executed and delivered by Seller) and,
assuming due authorization, execution and delivery by Purchaser, this Agreement constitutes (and such other documents will constitute)
the valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization or other similar Laws affecting the rights and remedies of creditors
generally as well as by general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law) (the “Enforceability Exceptions”).


 


4.4           No
Conflicts.    The execution, delivery and performance of this Agreement by Seller (and all
documents to be executed and delivered by Seller pursuant to this Agreement), and the consummation of the transactions
contemplated by this Agreement (and by such documents), do not and will not (a) violate any provision of the certificate
of formation, limited partnership agreement or other organizational documents of Seller, (b) result in a material
default (with due notice or lapse of time or both) or the creation of any Encumbrance, or give rise to any right of
termination, cancellation or acceleration under any note, bond, mortgage, indenture, or other financing instrument to which
Seller or, to the Knowledge of Seller, the Company is a party or by which their respective assets are bound, (c) result
in a material violation or breach of any judgment, order, ruling, or decree applicable to Seller or, to the Knowledge of
Seller, the Company, as a party in interest, (d) result in a material violation or breach of any Laws applicable to
Seller or, to the Knowledge of Seller, the Company or (e) except for the Government Authorizations listed in Schedule 6.2,
require notice to, filing with, or the obtaining of approval from, any Governmental Body by or with respect to Seller or, to
the Knowledge of the Seller, the Company.


 




    	 	5	 



     


    

 


4.5           LLC
Agreement.    Seller has performed all of its material obligations under the LLC Agreement and is not in material default
under any provision of the LLC Agreement.


 


4.6           Ownership.    Except as set forth on Schedule 4.6, as of the Execution Date, Seller has good and valid title to the Subject Interest,
free and clear of any Encumbrances, other than any restrictions under federal and state securities Laws and the terms and condition
of the LLC Agreement. As of the Closing, Seller will have good and valid title to the Subject Interest, in each case, free and
clear of any Encumbrances, other than any restrictions under federal and state securities Laws and the terms and condition of
the LLC Agreement.


 


4.7           Liability
for Brokers’ Fees.    Purchaser will not directly or indirectly have any responsibility, liability or expense, as a
result of undertakings or agreements of Seller or any Affiliate of Seller, for brokerage fees, finder’s fees, agent’s
commissions or other similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated
hereby.


 


4.8           Litigation.    Except as set forth on Schedule 4.8, to the Knowledge of Seller, there are no actions, suits or proceedings pending, or
threatened, before any Governmental Body or arbitrator against the Company. There are no actions, suits or proceedings pending,
or, to the Knowledge of Seller, threatened, before any Governmental Body or arbitrator against Seller, which are reasonably likely
to materially delay or materially impair Seller’s ability to perform its obligations under this Agreement.


 


4.9           Taxes.


 


(a)          There
are no Encumbrances for Taxes upon the Subject Interest.


 


(b)          Except
as set forth on Schedule 4.9, to the Knowledge of Seller:


 


(i)          the
Company has timely filed all material Tax Returns required to have been filed by or with respect to the Company and its operations,
and such Tax Returns are complete and correct in all material respects and all material Taxes owed by the Company have been timely
paid;


 


(ii)         the
Company has always been and will be through the Closing Date validly classified, for United States federal income tax purposes,
as either a “disregarded entity” as defined in Treasury Regulation Section 301.7701-3 or as a “partnership”
as defined in Section 761(a) of the Code;


 


(iii)        there
is no material claim, audit, action, suit or proceeding pending or threatened in writing against or with respect to the Company
in respect of any Tax or Tax Return, and there are no Encumbrances for Taxes (other than Encumbrances for Taxes not yet due and
payable) upon the assets of the Company;


 


(iv)        the
Company is not obligated to pay the Taxes of another person under applicable Law, by Contract, as a transferee, as a successor
or otherwise; and


 




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(v)         the
transactions contemplated by this Agreement would not, if consummated, result in a Tax Termination Event of the Company as described
in Section 8.2(a) of the LLC Agreement.


 


4.10         Environmental
Laws.    Except as set forth in Schedule 4.10, to the Knowledge of Seller: (a) the Company is in compliance in
all material respects with all applicable Environmental Laws; (b) there are no actions pending or threatened in writing against
the Company, or any real property owned, operated or leased by it, alleging violation of or liability under any Environmental
Law; (c) the Company has not entered into any order, settlement, judgment, injunction or decree involving uncompleted, outstanding
or unresolved obligations, liabilities or requirements relating to or arising under Environmental Law; (d) the Company holds and
is in compliance in all material respects with all material Permits required under Environmental Law for it to conduct its business;
and (e) the Company has not Released any Hazardous Substance in or on the Company’s assets in quantities or concentrations
requiring material remedial action by the Company under Environmental Laws. Notwithstanding anything to the contrary contained
in this Agreement, the representations and warranties contained in this Section 4.10 are Seller’s sole representations
and warranties with respect to environmental matters and Environmental Laws.


 


4.11         Compliance
with Laws.    Except as set forth in Schedule 4.11, to the Knowledge of Seller: (a) the Company is conducting
its business in compliance in all material respects with all applicable Laws, including any Laws relating to bribery, improper
payments to a Governmental Body or governmental officer or employee, candidate for political office, political party or official
thereof, or public international organization, and money laundering; (b) the Company holds all material Permits necessary for
the lawful conduct of its business as presently conducted; and (c) the Company is in compliance in all material respects with
the terms of all such material Permits, and no written notices have been received relating to the termination, cancellation or
withdrawal thereof. This Section 4.11 does not address environmental matters and Environmental Laws, which are exclusively
governed by Section 4.10.


 


4.12         Midstream
Assets.    To the Knowledge of Seller, the Company has not disposed of any of its Midstream Assets that are material to its
operations and there are no claims pending or threatened against the Company disputing the Company’s title to its Midstream
Assets.


 


4.13         Contracts.    Except for the Existing Agreements, the Company is not a party to any Contract with Seller or an Affiliate of Seller which will
be binding on the Company after Closing.


 


4.14         Tag-Along
Rights, Consents and Preferential Rights.    Except as set forth on Schedule 4.14 and as
set forth in the LLC Agreement: (a) Seller’s execution, delivery and performance of this Agreement (and any document
required to be executed and delivered by Seller at Closing) is not and will not be subject to any option by any Person to
participate as a seller in the sale to Purchaser contemplated by this Agreement; (b) Seller’s execution, delivery and
performance of this Agreement (and any document required to be executed and delivered by Seller pursuant to this Agreement)
is not and will not be subject to any required consent of, or notice to, any third Person (other than a Governmental Body);
and (c) there are no preferential rights to purchase, rights of first opportunity or similar rights created by Seller or its
Affiliates applicable to a sale of the Subject Interest.


 




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4.15         Employee
Matters.    To the Knowledge of Seller, the Company does not have any employees and does not maintain, sponsor, contribute
to, and is not required or obligated to contribute to, and is not a party to any, Employee Benefit Plan. To the Knowledge of Seller,
there is no pending or threatened strike, slowdown, work stoppage, lockout or other labor dispute relating to any Person providing
services for or on behalf of the Company.


 


4.16         Intellectual
Property.    To the Knowledge of Seller: (a) the Company owns or has a license or other right to use all material Intellectual
Property used in the conduct of the Company’s business; (b) neither the Company’s use of Intellectual Property
nor the Company’s conduct of its business as currently conducted infringes, violates or misappropriates in any material
respect the Intellectual Property of any Person; and (c) there are no actions, suits or proceedings pending or threatened
in writing against the Company alleging any such infringement, violation or misappropriation.


 


4.17         Anti-Corruption
Matters.    To the Knowledge of Seller, the Company has not, directly or indirectly, taken any action which would cause the
Company to (a) be in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar anti-bribery law
or regulation applicable to the Company or (b) violate or operate in noncompliance with any export restrictions, anti-boycott
regulations, or embargo regulations.


 


4.18         OFAC.    To the Knowledge of Seller, (a) neither the Company nor any of its officers or managers is currently the subject or target of
any sanctions administered or enforced by the U.S. Government (including the Office of Foreign Assets Control of the United States
Department of the Treasury and the U.S. Department of State and including the designation as a “specially designated national”
or “blocked person”), the United Nations Security Council, the European Union, or Her Majesty’s Treasury, (collectively
“Sanctions”), (b) nor does the Company have its principal place of business or the majority of its business
operations (measured by revenues) located in a country that is the subject or target of Sanctions, including Cuba, Burma (Myanmar),
Iran, North Korea, Sudan, and Syria. To the Knowledge of Seller, neither the Company nor any of its officers or directors has
in the last five (5) years knowingly engaged in, or is now knowingly engaged in, any dealings or transactions relating to or with
any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


 


4.19         Solvency.    Seller
is not now insolvent and will not be rendered insolvent by any of the transactions contemplated hereby. As used in this Section
4.19, “insolvent” means that the sum of the debts and other probable Liabilities of Seller exceeds the present
fair saleable value of Seller's assets. Immediately after giving effect to the consummation of the transactions contemplated hereunder:
(i) Seller will be able to pay its obligations and liabilities as they become due in the usual course of its business; (ii) Seller
will have adequate capital with which to conduct its business; and (iii) Seller will have assets (calculated at fair market value)
that exceed its obligations and liabilities, including a reasonable estimate of the amount of all contingent liabilities of Seller.


 




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4.20         Certain
Disclaimers.


 


(a)          The
representations and warranties set forth in this Article 4 and in the agreements and certificates to be delivered by
Seller at Closing pursuant to Section 3.2 are the only representations and warranties made by Seller. Except as specifically
set forth in this Article 4, or in the agreements and certificates to be delivered by Seller at Closing pursuant to
Section 3.2, Seller makes no, and disclaims any, warranty, express or implied, as to any matter whatsoever relating
to Seller, the Company, their respective businesses, assets, liabilities or any other matter relating to the transactions contemplated
by this Agreement.


 


(b)          WITHOUT
LIMITING THE GENERALITY OF SECTION 4.20(a), EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS ARTICLE 4 OR IN THE AGREEMENTS
OR CERTIFICATES TO BE DELIVERED BY SELLER AT CLOSING PURSUANT TO SECTION 3.2, SELLER FURTHER DISCLAIMS ANY REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, REGARDING (I) TITLE TO ANY OF THE COMPANY’S ASSETS, (II) THE CONTENTS, CHARACTER OR
NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY CONSULTANT, RELATING TO THE COMPANY’S ASSETS, (III) ANY ESTIMATES
OF THE VALUE OF THE SUBJECT INTEREST, THE COMPANY’S ASSETS OR FUTURE REVENUES GENERATED BY ANY OF THE PRECEDING, OR (IV)
THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE COMPANY’S ASSETS, AND FURTHER DISCLAIMS
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS OR OTHER PERSONAL PROPERTY, OR REGARDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS IN
CONNECTION WITH THE OPERATION OF THE COMPANY AND ITS ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT
PURCHASER SHALL BE DEEMED TO BE OBTAINING THE SUBJECT INTEREST SUBJECT TO ALL OF THE COMPANY’S RESPECTIVE DIRECT AND INDIRECT
RIGHTS AND ASSETS BEING IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”
WITH ALL FAULTS, AND THAT PURCHASER SHALL CAUSE TO BE MADE SUCH INSPECTIONS AS PURCHASER DEEMS APPROPRIATE. The Parties agree that
the disclaimers in this Section are “conspicuous” disclaimers for the purpose of any applicable Law.


 


(c)          Inclusion
of information in the Schedules to this Agreement shall not be construed as an admission that such information is material
to the business, assets, liabilities, financial condition or results of operations of Seller, or the Company, or otherwise
material, or that such information is required to be included in the Schedules to this Agreement, and inclusion of a matter
on a Schedule addressing matters reasonably expected to have a Material Adverse Effect shall not necessarily be deemed an
indication that such matter does, or may, have a Material Adverse Effect. Matters may be disclosed on a Schedule for purposes
of information only, and inclusion of any such matter does not mean that all such matters are included. A matter disclosed on
a Schedule to this Agreement shall be deemed to be an exception to all representations, and any indemnifications under Section 9.1,
to which it is relevant, but only if it is reasonably apparent that such matter also applies to such other
representations.


 




    	 	9	 



     


    

 


 


Article 5



REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


Purchaser represents
and warrants to Seller as of the date hereof and as of the Closing:


 


5.1           Existence
and Qualification.    Purchaser is a limited liability company duly organized, validly existing and in good standing under
the Laws of the State of Delaware.


 


5.2           Power.    Purchaser has the requisite corporate power and authority to execute and deliver this Agreement (and all documents to be executed
and delivered by Purchaser pursuant to this Agreement), to perform its obligations hereunder (and thereunder), and to consummate
the transactions contemplated hereby (and thereby).


 


5.3           Authorization
and Enforceability.    The execution, delivery and performance by Purchaser of this Agreement (and all documents required
to be executed and delivered by Purchaser pursuant to this Agreement), and the consummation by Purchaser of the transactions contemplated
hereby (and thereby), have been duly and validly authorized by all necessary company action on the part of Purchaser, or in the
case of documents to be executed and delivered pursuant to this Agreement, will have been duly and validly authorized by all necessary
corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser (and all documents
required hereunder to be executed and delivered by Purchaser pursuant to this Agreement will be duly executed and delivered by
Purchaser), and, assuming due authorization, execution and delivery by Seller, this Agreement constitutes (and at the Closing
such documents will constitute) the valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject
to the Enforceability Exceptions.


 


5.4           No
Conflicts.    The execution, delivery and performance of this Agreement (and all documents to be executed and delivered by
Purchaser pursuant to this Agreement) by Purchaser, and the transactions contemplated by this Agreement (and by such documents),
do not and will not (a) violate any provision of the certificate of formation and limited liability company agreement or
other organizational documents of Purchaser, (b) result in a material default (with due notice or lapse of time or both)
or the creation of any Encumbrance, or give rise to any right of termination, cancellation or acceleration under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture or other financing instrument to which Purchaser is a party or
by which any of its assets are bound, (c) result in a material violation or breach of any judgment, order, ruling, or regulation
applicable to Purchaser as a party in interest, or (d)  result in a material violation or breach of any Laws applicable to
Purchaser.


 


5.5           Liability
for Brokers’ Fees.    Seller will not directly or indirectly have any responsibility, liability or expense, as a result
of undertakings or agreements of Purchaser or any Affiliate of Purchaser, for brokerage fees, finder’s fees, agent’s
commissions or other similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated
hereby.


 




    	 	10	 



     


    

 


5.6           Litigation.    There are no actions, suits or proceedings pending, or, to the Knowledge of Purchaser, threatened in writing, before any Governmental
Body or arbitrator against Purchaser which are reasonably likely to materially delay or materially impair Purchaser’s ability
to perform its obligations under this Agreement.


 


5.7           Investment
Intent.    Purchaser is acquiring the Subject Interest for its own account and not with a present intent to transfer or otherwise
distribute the Subject Interest to any other Person in violation of applicable securities Laws.


 


5.8           Independent
Investigation.    Purchaser recognizes that investment in the Subject Interest involves substantial risks. Purchaser is (or
its advisors are) experienced and knowledgeable in the oil and gas business and aware of the risks of that business. Purchaser
acknowledges and affirms that, as of the Execution Date, it has made all such independent investigation, verification, analysis
and evaluation of the Company and its assets, liabilities, businesses and prospects as Purchaser deems necessary or appropriate
to enter into this Agreement. Except for the representations and warranties expressly made by Seller in Article 4
of this Agreement, or in the certificate to be delivered to Purchaser pursuant to Section 3.2(b) of this Agreement, Purchaser
acknowledges that there are no representations or warranties, express or implied, as to the Company or its assets, liabilities,
businesses and prospects and that in making its decision to enter into this Agreement and to consummate the transactions contemplated
hereby, Purchaser has relied solely upon its own independent investigation, verification, analysis and evaluation.


 


5.9           Other
Consents.    Purchaser’s execution, delivery and performance of this Agreement (and any document required to be executed
and delivered by Purchaser pursuant to this Agreement) is not and will not be subject to any consent, approval, or waiver from
any Governmental Body or other third Person, except for the Government Authorizations listed in Schedule 6.2 and as set
forth on Schedule 5.9.


 


5.10         Financing.    At the Closing Date, Purchaser will have sufficient cash, available lines of credit or other sources of immediately available funds
(in U.S. dollars) to enable it to pay all amounts required to be paid hereunder, including the payment required to be paid to Seller
at the Closing.


 




    	 	11	 



     


    

 


Article 6



COVENANTS OF THE PARTIES


 


6.1           Exclusivity.    In consideration of the resources, time and expense Purchaser has and will incur in connection with transactions contemplated
in this Agreement, without the prior written consent of Purchaser, (i) during the period from the Execution Date until the earlier
of the Closing Date or the termination of this Agreement, Seller shall not sell, transfer, or place an Encumbrance (other than
any Encumbrances that may be imposed by applicable securities Laws or Encumbrances under the LLC Agreement), upon the Subject
Interest or any portion thereof, and (ii) during the period from the Execution Date until June 1, 2015, Seller shall not (a) directly
or indirectly solicit, facilitate or knowingly encourage any other proposal relating to a Competing Transaction (defined below),
(b) negotiate or enter into a letter of intent, agreement in principle, arrangement, understanding or Contract, regarding a Competing
Transaction, or (c) otherwise cooperate in any way, including through the provision of confidential information, with any person
in connection with a Competing Transaction; provided that if the condition to Closing set forth in Section 7.2(d) has been satisfied
on or prior to June 1, 2015, Seller shall not take any of the foregoing actions until the termination of this Agreement. As used
in this Agreement, “Competing Transaction” means the direct or indirect sale, lease, license, exchange, mortgage,
transfer or other disposition, or financing, in a single transaction or series of related transactions, of all or any portion
of the Subject Interest. In addition, without limiting the foregoing, if Seller provides confidential information to a Person
in connection with a Competing Transaction after June 1, 2015: (a) prior to disclosing any such confidential information to such
prospective purchaser, Seller shall receive an executed customary confidentiality agreement from such prospective purchaser containing
language that makes the Company a third party beneficiary under such confidentiality agreement and within two Business Days provides
an unredacted copy of such executed confidentiality agreement to the Purchaser; and (b) Seller promptly provides to the Purchaser
a copy of any confidential information disclosed to such prospective purchaser..


 


6.2           Government
Authorizations; Cooperation.


 


(a)          Seller
and Purchaser shall, each in a timely manner, (i) make all required filings, provide all required notices, prepare all
required applications and conduct negotiations with each Governmental Body as to which such filings, notices, applications or
negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, including the filings,
notices and applications listed on Schedule 6.2 (the “Government Authorizations”), provided that
Purchaser agrees to (and shall only be required to) make any required filings under the HSR Act within three (3) Business
Days after June 10, 2015 if the Closing does not occur on such date, and (ii) provide such information as the other may
reasonably request to make or obtain the Government Authorizations. Each Party shall reasonably cooperate with and use
commercially reasonable efforts to assist the other with respect to the Government Authorizations. Each Party shall promptly
supply any additional information and documentary material that may reasonably be requested by any Governmental Body in
connection with the filings, notices and applications for the Government Authorizations. Each Party shall bear its own costs
of all filing or application fees payable to any Governmental Body with respect to the transactions contemplated by this
Agreement, provided that if an HSR filing is required as provided herein, the costs of filing fees under the HSR Act will be
paid equally by Purchaser and Seller.


 




    	 	12	 



     


    

 


(b)          If
any objections are asserted with respect to the transactions contemplated hereby under any antitrust or competition Law or if any
suit or proceeding is instituted or threatened by any Governmental Body or any private party challenging any of the transactions
contemplated hereby as violating any antitrust or competition Law, each of Purchaser and Seller shall use its commercially reasonable
efforts to promptly resolve such objections in order to enable the transactions contemplated by this Agreement to be consummated
as promptly as practicable, provided, however, that notwithstanding the foregoing, that Purchaser and Seller shall have the right,
but not the obligation, to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this
Agreement or the consummation of the transactions contemplated by this Agreement under any antitrust or competition Law, including
but not limited to seeking to have any stay, injunction, or temporary restraining order entered by any court or other Governmental
Body vacated or reversed. Each Party shall give notice to the other Party with respect to any meeting, discussion, appearance or
contact with any governmental authority or the staff or regulators of any governmental authority, with such notice being sufficient
to provide the other Party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. Notwithstanding
anything to the contrary in this Agreement, neither Purchaser nor Seller shall be required to take or agree to take any action,
including entering into any consent decree, hold separate order or other arrangement, that would (i) require or result in the sale,
divestiture or other direct or indirect disposition of any assets or rights of Purchaser or any of its Affiliates or any portion
of the Seller or any of its Affiliates, or (ii) limit Purchaser’s or its Affiliates’ freedom of action with respect
to, or its or their ability to retain, conduct, consolidate or otherwise control, any of Purchaser’s or its Affiliates’
assets or businesses.


 


6.3           Public
Announcement.    Except as expressly provided in this Section 6.3, until the Closing, no Party, or any Affiliate of a Party,
shall make any press release or other public announcement regarding the existence of this Agreement, the contents hereof or the
transactions contemplated hereby without the prior written consent of the other Party. Each Party acknowledges that the other
Party (or its Affiliates) intends to issue a press release concerning this Agreement shortly after the execution of this Agreement
in substantially the form previously provided to and approved by the other Party. The foregoing shall not restrict disclosures
by Purchaser or Seller or any of their respective Affiliates (a) that are required by applicable securities or other Laws
or regulations or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates or,
(b) to Governmental Bodies and third Persons holding rights of consent or rights to receive notice that may be applicable
to the transactions contemplated by this Agreement, as reasonably necessary to obtain waivers of such rights or such consents
or to provide such notice, provided that, in each case to which such an exception applies, the releasing Party shall, to the extent
legally permissible, provide the other Party not less than twenty-four (24) hours to comment on a draft of such disclosure, and
such releasing Party shall consider in good faith all comments provided by such other Party. Seller and Purchaser shall each be
liable for compliance by its respective Affiliates with the terms of this Section.


 


6.4           Assumption
of Obligations.    By the consummation of the transactions contemplated by this Agreement at the Closing, and without limiting
the indemnification obligations of Seller under Article 9 (including those relating to the representations and warranties
contained herein), Purchaser assumes and agrees to pay, perform and discharge all obligations with respect to the Subject Interest,
whether arising under the LLC Agreement, applicable Law or otherwise, and whether attributable to the period before or after the
Effective Time, but excluding, for the avoidance of doubt, (a) any obligations of Seller or any of its Affiliates under this Agreement
or as a counterparty to the Company (or any now or hereafter existing Affiliate of the Company) under the Existing Agreements
or any other contract entered into by Seller or any of its Affiliates and the Company or any Affiliate of the Company, (b) any
obligations to the extent caused by the gross negligence, willful misconduct or criminal activity of Seller or any of its Affiliates,
(c) any obligations of Seller or its Affiliates arising under U.S. federal, state or local income, franchise or similar Tax Laws
for periods prior to the Closing and (d) any obligation arising out of the material breach by Seller of the LLC Agreement.


 




    	 	13	 



     


    

 


6.5           Casualty
and Condemnation.


 


(a)          If
after the Execution Date but prior to Closing, any of the Midstream Assets are actually damaged or destroyed by any casualty or
are taken in condemnation or under right of eminent domain, then the Purchase Price shall be reduced (without duplication) by the
Proportionate Share of the amount of the actual out-of-pocket losses caused to the Company by any such casualty or taking (after
giving effect to any insurance proceeds received by the Company); provided that if the Proportionate Share of the aggregate actual
out-of-pocket losses caused to the Company by such casualties and takings (i) is less than $600,000 (after giving effect to any
insurance proceeds received by the Company), there shall be no adjustment to the Purchase Price, but the Proportionate Share of
any such actual out-of-pocket losses shall be credited against the Deductible as if such losses are Damages for which Purchaser
is entitled to indemnification pursuant to Article 9 or (ii) exceeds in value ten percent (10%) of the Purchase Price (without
giving effect to any insurance proceeds available to the Company), either Party may, by notice to the other Party at least one
(1) Business Day prior to Closing, elect to terminate this Agreement under Section 8.1. Except as provided in the immediately
preceding sentence, Purchaser shall be required to close as provided for in this Agreement notwithstanding any such casualties
or takings.


 


(b)          Seller
and Purchaser shall reasonably cooperate with each other in determining the Proportionate Share of the amount of any losses caused
to the Company by any casualty or taking described in Section 6.5(a), including as promptly as reasonably possible
requesting information on the amount of the losses from the Company and providing each other with copies of any estimates of losses
provided by the Company.


 


6.6           Further
Assurances.    At and after the Closing, Seller and Purchaser agree to take such further actions and to execute, acknowledge
and deliver all such further documents as are reasonably requested by the other Party for carrying out the purposes of this Agreement
or of any document delivered pursuant to this Agreement.


 


6.7           Cooperation
on Taxes.    Each Party shall promptly furnish to the other such information pertaining to the Company or the transactions
contemplated by this Agreement, as may reasonably be requested by the other Party with respect to Tax matters of such other Party
or Affiliate of such other Party, including by providing access to relevant books and records and making employees available to
provide additional information and explanation of any materials provided hereunder, but in each case only to the extent that such
Party may do so without violating applicable Laws or any obligations to any third Person and to the extent that such Party has
access to such information and has authority to furnish such information under any restrictions binding on such Party. The Parties
shall further reasonably cooperate, and cause their Affiliates to reasonably cooperate, with each other in connection with the
preparation of any Tax Returns.


 




    	 	14	 



     


    




 


6.8           Schedule
Update.    From time to time prior to the Closing, for purposes of its certificate to be delivered at Closing pursuant to
Section 3.2(b) and for purposes of determining whether the Seller’s representations and warranties are true and correct
as of the Closing Date as though made on and as of the Closing Date, to the extent and in the manner provided under Section
7.2(a), Seller may at its option supplement or amend and deliver updates to the Schedules to Article 4 to include
reference to any matter relating to Seller, the Company or its assets which first arises or occurs after the Execution Date and
does not represent a breach of Seller’s covenants in this Agreement; provided, however, notwithstanding the foregoing, (a)
no such supplement or amendment shall in any way affect Purchaser’s ability to terminate this Agreement based upon the condition
to closing set forth in Section 7.2(f) not being satisfied and (b) Purchaser shall have the right to terminate this Agreement
in the event Seller supplements or amends any Schedule relating to the Fundamental Reps.


 


6.9           Other
Agreement.    Seller has provided Purchaser a copy of the Other Agreement in the form executed by the parties thereto, and
shall provide Purchaser with copies of any amendments to the Other Agreement within one (1) Business Day of the execution thereof.
Purchaser acknowledges that Seller is required to provide a copy of this Agreement to the Other Member. Each Party shall reasonably
cooperate with and use commercially reasonable efforts to facilitate the simultaneous closings of this Agreement and the Other
Agreement.


 


6.10         Encumbrances
on the Subject Interest.    Prior to Closing, Seller shall take such commercially reasonable actions as are necessary to
cause release of the Encumbrance listed on Schedule 4.6.


 


6.11         Confidentiality.    Upon Closing and for a period of one (1) year thereafter, Seller agrees to keep confidential, and not to make use of (other than
for purposes of filing its tax returns or for other routine matters required by law) or, without the prior written consent of
the Company, disclose to any Person, any information or matter relating to the Company and its affairs or any of the terms and
conditions of the LLC Agreement (other than disclosure as required by any applicable law, including the rules and regulations
of the United States Securities and Exchange Commission, and the New York Stock Exchange, NASDAQ, or any other applicable national
securities exchange), provided, however, in the event that Seller receives a request to disclose any such information under the
terms of a subpoena or order issued by a court of competent jurisdiction or by any applicable law, Seller will, to the extent
permitted by law: (a) immediately notify each of the Company of the existence, terms, and circumstances surrounding such request;
(b) consult with the Company as to the advisability of taking steps legally available to resist or narrow the scope of the disclosure
required by such subpoena, order, or law; and (c) exercise its commercially reasonable efforts to obtain an order or other reliable
assurance that confidential treatment will be accorded to any information so disclosed by Seller, with the Company being liable
to reimburse Seller for any actions taken at the request of the Company that are described in clause (b) of this Section 6.11.


 


6.12         Non-Solicitation.    For a period of two (2) years commencing on the Closing Date, Seller will not, and will cause EVEP not to, directly or indirectly,
solicit, canvass, approach, entice or induce any employee of Purchaser or its Affiliates who have responsibilities related to
the Company during such time period to alter, lessen or terminate his, her or its employment, engagement or relationship with
Purchaser; provided, however, that the foregoing restriction on solicitation shall not prohibit the Purchaser or EVEP from hiring
any such employee of Purchaser pursuant to a general solicitation (such as an advertisement) not specifically directed to employees
of Purchaser.


 




    	 	15	 



     


    

 


6.13         Closing.    If on June 10, 2015 (a) the conditions to the closing of the Other Agreement are satisfied and the Other Member is prepared to
close on the purchase of the Remaining Interest as evidenced by delivery of the closing certificates and documents required thereby;
(b) the conditions to Closing set forth in Section 7.2 (other than (d)) are satisfied as evidenced by delivery of the closing
certificates and documents required thereby; and (c) Purchaser does not close the purchase of the Subject Interest, then Seller
shall have the right to terminate this Agreement pursuant to Section 8.1(a)(vii), and Seller may consummate the sale of
the Entire Interest to the Other Member as contemplated by the Other Agreement by June 24, 2015 and so long as the Other Member
consummates the sale of the Entire Interest as contemplated by the Other Agreement on or before June 24, 2015, Purchaser shall
have no further right, claim or interest in or to all or part of the Entire Interest.


 


6.14         Conduct
Pending Closing.    Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the
Purchaser, from the date hereof until the Closing or termination of this Agreement as provided in Article 8, Seller shall
not:


 


(a)          vote
any of the Subject Interests in favor of: (i) any amendment to the LLC Agreement or the Transaction Documents (as such terms are
defined in the LLC Agreement); (ii) to take any of the actions contemplated under Section 7.4(b) of the LLC Agreement; (iii) any
election to dissolve the Company; or (iv) issuing any equity interests, options, warrants, convertible securities or other rights
of any kind to acquire any equity or ownership interest of the Company;


 


(b)          amend
or otherwise change the certificate of formation, limited partnership agreement or other organizational documents of Seller in
any manner that would adversely affect or impede the ability of Seller to consummate the transactions contemplated by this Agreement;


 


(c)          vote
or consent to or permit its Managers (as defined in the LLC Agreement) to vote or consent to (i) sell, assign, transfer, lease,
license or otherwise dispose of any assets owned by the Company; (ii) have the Company make or commit to make any capital expenditure
not approved under the existing Capital Expenditure Budget (as defined in the LLC Agreement); or (iii) create, incur, assume, guarantee,
endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any indebtedness
of the Company or otherwise amend, modify, alter, waive or otherwise change any rights or obligations with respect thereto, including
any claims thereunder; or


 


(d)          agree
to take any action prohibited by this Section 6.14.


 


Article 7



CONDITIONS TO CLOSING


 


7.1           Conditions
of Seller to Closing.    The obligations of Seller to consummate the transactions contemplated by this Agreement are subject,
at the option of Seller, to the satisfaction on or prior to Closing of each of the following conditions:


 




    	 	16	 



     


    

 


(a)          Representations.
The representations and warranties of Purchaser set forth in Article 5 shall be true and correct in all material respects
(except to the extent that such representations and warranties are qualified by the term “material,” “in all
material respects,” “Material Adverse Effect” or similar words in which case such representations and warranties
shall be true and correct in all respects at and as of the Closing Date), in each case as of the Execution Date and as of the Closing
Date as though made on and as of the Closing Date.


 


(b)          Performance.
Purchaser shall have performed and observed all covenants and agreements to be performed or observed by it under this Agreement
prior to or on the Closing Date.


 


(c)          Pending
Litigation. On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation
of the transactions contemplated by this Agreement, or granting material damages in connection therewith, shall have been issued
and remain in force, and no suit, action or other proceeding (excluding any such matter initiated by Seller or its Affiliates)
seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement, or seeking
substantial damages in connection therewith, shall be pending before any Governmental Body or arbitrator.


 


(d)          Deliveries
to Seller. Purchaser shall have delivered to Seller the documents and certificates to be delivered by Purchaser under Section 3.3.


 


(e)          Government
Authorizations. The Government Authorizations set forth on Schedule 6.2 shall have been duly obtained, made or given
and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Body
shall have occurred; provided, however, that the absence of any appeals and the expiration of any appeal period with respect to
any of the foregoing shall not constitute a condition to Closing hereunder.


 


(f)          Payment.
Purchaser shall have paid to Seller the Adjusted Purchase Price.


 


7.2           Conditions
of Purchaser to Closing.    The obligations of Purchaser to consummate the transactions contemplated by this Agreement are
subject, at the option of Purchaser, to the satisfaction on or prior to Closing of each of the following conditions:


 


(a)          Representations.
The representations and warranties of Seller set forth in Article 4 shall be true and correct in all material respects (except
to the extent that such representations and warranties are qualified by the term “material,” “in all material
respects,” “Material Adverse Effect” or similar words in which case such representations and warranties shall
be true and correct in all respects at and as of the Closing Date), as of the Execution Date and as of the Closing Date as though
made on and as of the Closing Date (other than representations and warranties that refer to a specified date which need only be
true and correct in all material respects, on and as of such specified date).


 




    	 	17	 



     


    

 


(b)          Performance.
Seller shall have performed and observed all covenants and agreements to be performed or observed by it under this Agreement prior
to or on the Closing Date.


 


(c)          Pending
Litigation. On the Closing Date, no injunction, order or award restraining, enjoining or otherwise prohibiting the consummation
of the transactions contemplated by this Agreement, or granting material damages in connection therewith, shall have been issued
and remain in force, and no suit, action or other proceeding (excluding any such matter initiated by Purchaser or its Affiliates)
seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement, or seeking
substantial damages in connection therewith, shall be pending before any Governmental Body or arbitrator.


 


(d)          Government
Authorizations. The Government Authorizations set forth on Schedule 6.2 shall have been duly obtained, made or given
and shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental Body
shall have occurred; provided, however, that the absence of any appeals and the expiration of any appeal period with respect to
any of the foregoing shall not constitute a condition to Closing hereunder.


 


(e)          Deliveries.
Seller shall have delivered to Purchaser duly executed counterparts of the documents and certificates to be delivered by Seller
under Section 3.2.


 


(f)          Material
Adverse Effect. From the Execution Date, no Material Adverse Effect shall have occurred.


 


Article 8



TERMINATION


 


8.1           Termination.


 


(a)          This
Agreement may be terminated at any time prior to Closing:


 


(i)          by
the mutual prior written consent of Seller and Purchaser;


 


(ii)         by
Purchaser, if Purchaser is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy
in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would
give rise to the failure of any of the conditions specified in Section 7.2 and such breach, inaccuracy or failure has not
been cured by Seller within ten days of Seller’s receipt of written notice of such breach from Purchaser;


 


(iii)        by
Seller, if Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy
in or failure to perform any representation, warranty, covenant or agreement made by Purchaser pursuant to this Agreement
that would give rise to the failure of any of the conditions specified in Section 7.1 and such breach, inaccuracy or
failure has not been cured by Purchaser within ten days of Purchaser’s receipt of written notice of such breach from
Seller;


 




    	 	18	 



     


    

 


(iv)        by
either Seller or Purchaser, if Closing has not occurred on or before the Termination Date, provided, however, that
no Party shall be entitled to terminate this Agreement under this Section 8.1(a)(iv) (x) if the Closing has failed to occur
because such Party failed to perform or observe in any material respect its covenants and agreements hereunder or (y) if the other
Party has filed (and is then pursuing) an action seeking specific performance as permitted by Section 10.15;


 


(v)         by
either Seller or Purchaser in accordance with Section 6.5 provided, however that no Party shall be entitled to terminate
this Agreement under this Section 8.1 (a)(v) if the other Party has filed (and is then pursuing) an action seeking
specific performance as permitted by Section 10.15;


 


(vi)        by
Purchaser pursuant to Section 6.8; or


 


(vii)       by
Seller pursuant to Section 6.13(b).


 


(b)          The
Party desiring to terminate this Agreement pursuant to Section 8.1(a) shall give written notice of such termination
to the other Party hereto specifying the provision hereof pursuant to which such termination is made.


 


8.2           Effect
of Termination.    If this Agreement is terminated pursuant to Section 8.1, this Agreement shall become void
and of no further force or effect (except for the provisions of Sections 4.7, 5.5, 6.3, this Section 8.2 and
Article 10, which shall continue in full force and effect). Notwithstanding anything to the contrary contained in
this Agreement, the termination of this Agreement shall not relieve any Party from liability for any breach or breaches of its
agreements or covenants which occurred on or prior to the date of such termination, which breach or breaches resulted in the conditions
set forth in Section 7.1(b), Section 7.1(d), Section 7.2(b), or Section 7.2(e), as applicable, not
being satisfied, in which case the other Party shall be entitled to all remedies available at law or in equity and shall be entitled
to recover court costs and attorneys’ fees in addition to any other relief to which such Party may be entitled.


 


Article 9



INDEMNIFICATION; LIMITATIONS


 


9.1           Indemnification.


 


(a)          From
and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller from and against all Damages incurred or suffered
by Seller:


 




    	 	19	 



     


    

 


(i)          to
the extent constituting obligations assumed by Purchaser pursuant to Section 6.4; provided, however, that Purchaser shall
have no liability to Seller for any Damages for which (A) Purchaser is entitled to be indemnified pursuant to this Agreement or
(B) the event or circumstance giving rise to such Damages also constitutes a breach of any of Seller’s representations or
warranties set forth in this Agreement or arises as a result of Seller’s breach of any of its covenants or agreements under
this Agreement or the LLC Agreement (whether or not Purchaser would then be entitled to be indemnified therefor under this Agreement
or otherwise). For the avoidance of doubt, the foregoing indemnity shall not be applicable with respect to any obligations of Seller
to make payments under Section 9.1(b).


 


(ii)         caused
by or arising out of or resulting from Purchaser’s breach of any of Purchaser’s covenants or agreements contained in
this Agreement, or


 


(iii)        caused
by or arising out of or resulting from any breach of any representation or warranty made by Purchaser contained in Article 5
of this Agreement or in the certificate delivered by Purchaser at Closing pursuant to Section 3.3(c); provided, however,
that if a representation or warranty is qualified by “in all material respects,” “in any material respect,”
or “material default,” then for purposes of this clause (a)(iii), such qualifier will in all respects be ignored, even
if such Damages are caused in whole or in part by the negligence (whether sole, joint or concurrent), strict liability or other
legal fault of any Indemnified Person, but excepting in each case Damages to the extent caused by the willful misconduct of
any Indemnified Person.


 


(b)          From
and after the Closing, Seller shall indemnify, defend and hold harmless Purchaser against and from all Damages incurred or suffered
by Purchaser:


 


(i)          caused
by or arising out of or resulting from Seller’s breach of any of Seller’s covenants or agreements contained in this
Agreement,


 


(ii)         caused
by or arising out of or resulting from any breach of any representation or warranty made by Seller contained in Article 4
of this Agreement, or in the certificate delivered by Seller at Closing pursuant to Section 3.2(b); provided, however, that
if a representation or warranty is qualified by Material Adverse Effect, “in all material respects,” “in any
material respect,” or “material default,” then for purposes of this clause (b)(ii), such qualifier will in all
respects be ignored, even if such Damages are caused in whole or in part by the negligence (whether sole, joint or concurrent),
strict liability or other legal fault of any Indemnified Person, but excepting in each case Damages to the extent caused by
the willful misconduct of any Indemnified Person, or


 


(iii)        caused
by or arising out of (x) the Subject Interest or (y) the Company or its assets, liabilities, operations or other activities,
whether arising under contracts, applicable Law or otherwise, in the case of each of (x) and (y) attributable to the period
before the Effective Time (A) resulting from the gross negligence, willful misconduct or criminal activity of Seller or any
of its Affiliates; (B) in connection with any obligations of Seller or any of its Affiliates as a counterparty to the Company
(or any now or hereafter existing Affiliate of the Company) under the Existing Agreements or any other contract or other
arrangement entered into by the Seller or its Affiliates and the Company or any Affiliate of the Company; or (C) with respect
to any obligations of Seller or its Affiliates arising under U.S. federal, state, or local income, franchise or similar Tax
Laws for periods prior to the Closing.


 




    	 	20	 



     


    

 


 


(c)          Notwithstanding
anything to the contrary contained in this Agreement, except (i) as provided in Section 8.2 and Section 10.15, (ii)
the right of a Party to exercise all remedies available at law or equity in connection with the other Party’s failure to
consummate the transactions contemplated by this Agreement as required by the terms hereof, and (iii) for causes of action based
upon intentional fraud or intentional misrepresentation, this Section 9.1 contains the Parties’ sole and exclusive
remedies against each other with respect to any and all claims for any breaches of the representations, warranties, covenants and
agreements herein or otherwise relating to the subject matter of this Agreement (subject to the stated exclusions, the “Exclusive
Representations and Covenants”). Except for the remedies contained in this Section 9.1, the remedies provided
for in Section 8.2 and Section 10.15, the right of a Party to exercise all remedies available at law or in equity
in connection with the other Party’s failure to consummate the transactions contemplated by this Agreement as required by
the terms hereof, and causes of action based on intentional fraud or intentional misrepresentation, other than the Exclusive Representations
and Covenants, Seller and Purchaser each release, remise and forever discharge the other and its or their Affiliates and all such
Parties’ officers, directors, employees, agents, advisors and representatives from any and all suits, legal or administrative
proceedings, claims, demands, damages, losses, costs, liabilities, interest, or causes of action whatsoever, in law or in equity,
known or unknown, which such Parties might now or subsequently may have, based on, relating to or arising out of this Agreement,
the Subject Interest, the activities, operations, assets or liabilities of the Company, whether before or after the Effective Time,
or the use, condition, quality, status or nature of the assets of the Company, including rights to contribution under any Law,
breaches of statutory or implied warranties, nuisance or other tort actions, rights to punitive damages and rights of contribution,
rights under agreements between the Company and Seller or any of its Affiliates, and rights under insurance maintained by Seller
or any Affiliate of Seller, even if caused in whole or in part by the negligence (whether sole, joint or concurrent), strict
liability or other legal fault of any released Person, but, for the avoidance of doubt, without prejudice to either Party’s
rights under Section 8.2 and Section 10.15, the right of a Party to exercise all remedies available at law or
in equity in connection with the other Party’s failure to consummate the transactions contemplated by this Agreement as required
by the terms hereof, or Purchaser’s right to cause the Company to enforce any obligations of Seller as a counterparty pursuant
to the Existing Agreements.


 


(d)          “Damages,”
for purposes of this Article 9, shall mean the amount of any actual liability, loss, cost, expense, claim, award
or judgment incurred or suffered by any Indemnified Person arising out of or resulting from the indemnified matter, whether
attributable to personal injury or death, property damage, contract claims (including contractual indemnity claims), torts,
or otherwise, including the costs of enforcement of the indemnity and shall include (i) reasonable fees and expenses of
attorneys, consultants, accountants or other agents and experts reasonably incident to matters indemnified against, and
(ii) the costs of investigation and/or monitoring of such matters. No Indemnified Person shall be entitled to
indemnification under this Section 9.1 for, and “Damages” shall not include, (A) any punitive
damages (other than punitive damages suffered by Persons other than Indemnified Persons for which an Indemnified Person has
been held liable), (B) any Taxes that may be assessed on payments made under this Article 9 or the loss,
reduction or limitation of any Tax benefits to which the Indemnified Person may be entitled (nor shall any offset be made for
Tax benefits to which the Indemnified Person becomes entitled as a consequence of the liability, loss, cost, expense, claim,
award or judgment), and (C) any liability, loss, cost, expense, claim, award or judgment to the extent resulting from or to
the extent increased by the actions or omissions of any Indemnified Person after the Closing Date.


 




    	 	21	 



     


    

 





(e)          The indemnity
in favor of each Party provided in this Section 9.1 shall be for the benefit of and extend to such Party’s present
and former Affiliates and its and their directors, officers, employees, and agents. Any claim for indemnity under this Section 9.1
by any such Affiliate, director, officer, employee, or agent must be brought and administered by a Party to this Agreement. No
Indemnified Person other than Seller and Purchaser shall have any rights against either Seller or Purchaser under the terms of
this Section 9.1 except as may be exercised on its behalf by Purchaser or Seller, as applicable, pursuant to this Section 9.1(e).
Seller and Purchaser may each elect to exercise or not exercise indemnification rights under this Section on behalf of the other
Indemnified Person affiliated with it in its sole discretion and shall have no liability to any such other Indemnified Person for
any action or inaction under this Section.


 


(f)          To the
extent permitted by applicable Laws, the Parties shall treat, for Tax purposes, any amounts paid under this Article 9
as an adjustment to the Purchase Price.


 


9.2           Indemnification
Actions.    All claims for indemnification under Section 9.1 shall be asserted and resolved
as follows:


 


(a)          For purposes
of this Article 9, the term “Indemnifying Person” when used in connection with particular Damages
shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant
to this Article 9, and the term “Indemnified Person” when used in connection with particular Damages
shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant
to this Article 9.


 


(b)          To make
a claim for indemnification under Section 9.1, an Indemnified Person shall notify the Indemnifying Person of its claim
under this Section 9.2 in writing, including the specific details of and specific basis under this Agreement for its
claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third
Person against the Indemnified Person (a “Third Party Claim”), the Indemnified Person shall provide its Claim
Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers
(if any) served with respect to the Third Party Claim. The failure of any Indemnified Person to give notice of a claim as provided
in this Section 9.2 shall not relieve the Indemnifying Person of its obligations under Section 9.1 except
to the extent such failure materially prejudices the Indemnifying Person’s ability to defend against the claim. In the event
that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement,
the Claim Notice shall specify the representation, warranty, covenant or agreement which was inaccurate or breached.


 



    	 	22	 



     


    




 


(c)          In the
case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its
receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified
Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified
Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified
Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized,
prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate
to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood
that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing
such motion, answer or other pleading shall be reimbursed by the Indemnifying Person).


 


(d)          If the
Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense,
the Third Party Claim, and shall have full control of such defense and proceedings, including any compromise or settlement thereof,
provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions
by any Governmental Body against the Indemnified Person or seeks permanent injunctive relief, or primarily seeks other permanent
equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying
Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the
cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested
by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying
Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint
against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of
any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d). An Indemnifying Person
shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment
with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect
to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from
all further liability with respect to the Third Party Claim) or (ii) may materially and adversely affect the Indemnified Person
(other than as a result of money damages covered by the indemnity).


 


(e)          If the
Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party
Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of
the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s
choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim
at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation
to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying
Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such
notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if
its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified
Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding
with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive relief,
or primarily seeking other permanent equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person
has timely admitted its obligation in writing and assumed the defense of a Third Party Claim, the Indemnified Person shall be deemed
to have waived any right to indemnity therefor.


  



    	 	23	 



     


    


 





(f)          In
the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days
from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification
with respect to such Damages or (iii) dispute the claim for such Damages.  If the Indemnifying Person does not notify
the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such
Damages, the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunder.


 


9.3           Limitation
on Actions.


 


(a)          The
Sections 4.1, 4.2, 4.3, 4.6, 4.7, 4.9(a) and 4.14 (the “Fundamental Reps”) and the representations
and warranties of Purchaser in Sections 5.1, 5.2 and 5.3 and the corresponding representations and warranties
given in the certificates delivered at the Closing pursuant to Sections 3.2(b) and 3.3(c), as applicable, shall
survive the Closing indefinitely; the representations and warranties of Seller in Section 4.9 shall survive until six
months after the expiration of the applicable statute of limitations (taking into account any extension thereof); and all other
representations and warranties of the Parties in Article 4 and Article 5 and the corresponding representations
and warranties given in the certificates delivered at the Closing pursuant to Sections 3.2(b) and 3.3(c), as
applicable, shall survive the Closing for a period of fifteen (15) months (unless a shorter period is expressly provided within
the applicable section).  Representations, warranties, covenants and agreements shall be of no further force and effect
after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this
Agreement with respect to such a representation, warranty, covenant or agreement prior to its expiration date.


 


(b)          The
indemnity in Section 9.1(a)(i) and 9.1(b)(iii) shall continue without time limit.  The indemnities in Sections
9.1(a)(ii), 9.1(a)(iii), 9.1(b)(i) and 9.1(b)(ii) shall terminate as of the termination date of each respective
representation, warranty, covenant or agreement that is subject to indemnification thereunder, except in each case as to matters
for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date.


 


(c)          Subject
to Section 9.3(e), neither Seller nor Purchaser shall have any liability for any indemnification under Section 9.1(a)(iii)
or Section 9.1(b)(ii) for any Damages with respect to any claim (or a series of related claims arising from the same
facts or circumstances) that do not exceed $60,000 (the “Individual Claim Threshold”), provided, however, to
the extent all claims (or a series of related claims arising from the same facts or circumstances) for indemnification by Seller
result in aggregate Damages exceeding the Deductible (including those claims (or a series of related claims arising from the same
facts or circumstances) under the Individual Claim Threshold), then Purchaser shall be entitled to be indemnified for such Damages
under this Article 9 without regard to the Individual Claim Threshold.


 






    	 	24	 



     


    

 


(d)          Subject
to Section 9.3(c) and Section 9.3(e), (A) Seller shall not have any liability for any indemnification under Section
9.1(b)(ii) unless and until the aggregate Damages for which Claim Notices for claims (or a series of related claims
arising from the same facts or circumstances) meeting the Individual Claim Threshold are delivered by Purchaser with respect
to such matters exceed one percent (1%) of the Purchase Price (the “Deductible”), and then only to the
extent such Damages exceed the Deductible and (B) Seller shall not be required to indemnify Purchaser under the indemnity in Section
9.1(b)(ii) for aggregate Damages in excess of fifteen percent (15%) of the Purchase Price (the
“Cap”).  


 


(e)          The
Deductible and the Cap shall not apply to any indemnification obligations of Seller under Section 9.1(b)(ii) for Damages
caused by or arising out of or resulting from Seller’s breach of any Fundamental Reps; provided that Seller shall not be
required to indemnify Purchaser under this Article 9 for breaches of such Fundamental Reps for aggregate Damages in
excess of the Purchase Price.


 


(f)          The
amount of any Damages for which an Indemnified Person is entitled to indemnity under this Article 9 shall be reduced
by the amount of insurance proceeds realized by the Indemnified Person or its Affiliates with respect to such Damages (net of any
collection costs, and excluding the proceeds of any insurance policy issued or underwritten by the Indemnified Person or its Affiliates).


 


(g)          Any
Indemnified Person that becomes aware of a loss for which it seeks indemnification shall be required to use commercially reasonable
efforts to mitigate the loss, including taking any actions reasonably requested by the Indemnifying Party, and an Indemnifying
Party shall not be liable for any loss to the extent that it is attributable to the Indemnified Party’s failure to use commercially
reasonable efforts to mitigate.


 


(h)          In
no event shall any Indemnified Person be entitled to duplicate compensation with respect to the same Damage, liability, loss, cost,
expense, claim, award or judgment under more than one provision of this Agreement and the various documents delivered in connection
with the Closing.


 


Article 10


 


MISCELLANEOUS


 


10.1         Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together
shall constitute but one agreement.  Any signature of this Agreement delivered by a Party by facsimile or scanned document
transmitted by email shall be deemed to be an original signature for all purposes.


 






    	 	25	 



     


    

 


10.2         Notice.  All
notices which are required or may be given pursuant to this Agreement must be given in writing and delivered personally, by courier,
or by scanned document transmitted by email (with written confirmation of delivery) or by registered or certified mail, postage
prepaid, as follows:





 


If to Seller:


 


CGAS Properties, L.P.


c/o EV Energy Partners, L.P.


1001 Fannin, Suite 800


Houston, Texas 77002


Attn: Michael E. Mercer, President
and Chief Executive Officer


Email: mmercer@EVEnergyPartners.com


 


With a copy to:


 


EnerVest, Ltd.


1001 Fannin, Suite 800


Houston, Texas 77002


Attn:  Fabene Welch,
Senior Vice President and General Counsel


Email: Fwelch@EnerVest.net


 


With a copy to:


 


Haynes and Boone, LLP


1221 McKinney Street, Suite 2100


Houston, Texas 77010


Attn: Debra Gatison Hatter


Email: debra.hatter@haynesboone.com


 






    	 	26	 



     


    

 


If to Purchaser:


 


M3 Ohio Gathering LLC


600 Travis, Suite 4910


Houston, Texas 77002


Attn: Laranne Breagy, Senior VP & General Counsel


Email: l.breagy@m3midstream.com


 


With a copy to:


 


Vinson & Elkins LLP


1001 Fannin Street, Suite 2500


Houston, Texas 77002


Attn: Doug Bland


Email: dbland@velaw.com


 


Either Party may change its address for
notices by giving notice to the other Party in the manner set forth above.  All notices shall be deemed to have been
duly given at the time of receipt by the Party to which such notice is addressed.


 


10.3         Expenses.  Except
as provided in Sections 6.2 and 10.4, all expenses incurred by Seller in connection with or related to the
authorization, preparation or execution of this Agreement, the conveyances delivered hereunder and the Exhibits and Schedules
hereto and thereto, and all other matters related to the Closing, including, without limitation, all fees and expenses of counsel,
accountants and financial advisers employed by Seller, shall be borne solely and entirely by Seller, and all such expenses incurred
by Purchaser shall be borne solely and entirely by Purchaser.


 


10.4         Transfer
Taxes.  All Transfer Taxes associated with the purchase and sale of the Subject Interest contemplated by this
Agreement shall be paid by Purchaser.


 


10.5         Governing
Law.  This Agreement and any documents delivered pursuant hereto, and the legal relations between the Parties
hereunder and thereunder, shall be governed by and construed in accordance with the Laws of the State of Delaware, excluding any
conflict of laws rules that would refer the matter to the Laws of another jurisdiction.


 


10.6         Jurisdiction;
Waiver of Jury Trial.


 


(a)          Any
legal suit, action or proceeding arising out of or based upon this Agreement, or the transactions contemplated hereby may be instituted
in the federal courts of the United States of America or the courts of the State of Delaware in each case located in the County
of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  Service
of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process
for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim
in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 






    	 	27	 



     


    

 


(b)          EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B)
SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6(b).


 


10.7         Captions.  The
captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.


 





10.8         Waivers.  Any
failure by any Party or Parties to comply with any of its or their obligations, agreements or conditions herein contained may be
waived by the Party or Parties to whom such compliance is owed by an instrument signed by such Party or Parties and expressly identified
as a waiver, but not in any other manner.  No waiver of, or consent to a change in, any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver unless otherwise expressly provided.


 


10.9         Assignment.  No
Party shall assign all or any part of this Agreement, nor shall any Party assign or delegate any of its rights or duties hereunder,
without the prior written consent of the other Party.  Subject to the preceding sentences, this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.  Any
purported assignment not permitted under this Section 10.9 shall be null and void.


 


10.10         Entire
Agreement.  This Agreement and the documents to be executed hereunder (and the Exhibits, Attachments and Schedules
attached hereto) constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersede all
prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject
matter hereof.


 


10.11         Amendment.  This
Agreement may be amended or modified only by an agreement in writing executed by all Parties and expressly identified as an amendment
or modification.


 






    	 	28	 



     


    

 


10.12         References.  In
this Agreement:


 


(a)          References
to any gender includes a reference to all other genders;


 


(b)          References
to the singular includes the plural, and vice versa;


 


(c)          Reference
to any Article or Section means an Article or Section of this Agreement;


 


(d)          Reference
to any Exhibit or Schedule means an Exhibit, Attachment or Schedule to this Agreement, all of which are incorporated into and made
a part of this Agreement;


 


(e)          Unless
expressly provided to the contrary, “hereunder,” “hereof,” “herein” and words of similar import
are references to this Agreement as a whole and not to any particular Section or other provision of this Agreement; and


 


(f)          “Include”
and “including” shall mean include or including without limiting the generality of the description preceding such term.


 


10.13         Construction.  Purchaser
is a party capable of making such investigation, inspection, review and evaluation of the Company and the Subject Interest as
a prudent purchaser would deem appropriate under the circumstances including with respect to all matters relating to the value,
operation and suitability of the assets of the Company.  Seller and Purchaser have had the opportunity to exercise business
discretion in relation to the negotiation of the details of the transaction contemplated hereby.  This Agreement is
the result of arm’s-length negotiations from equal bargaining positions.  Based on the foregoing, any rule of
construction that a contract be construed against the drafter shall not apply to the interpretation or construction of this Agreement.


 


10.14         Limitation
on Damages.  Notwithstanding anything to the contrary contained in this Agreement, except in connection with
(i) any Party’s failure to consummate the transactions contemplated by this Agreement as required by the terms hereof,
in which case a Party has all remedies and damages available to it at law or in equity, as well as pursuant to Section 8.2
and Section 10.15, and (ii) any such damages claimed by Persons other than the Parties or their Affiliates for which
indemnification is available under the terms of this Agreement, none of Purchaser, Seller or any of their respective Affiliates
shall be entitled to punitive or exemplary damages in connection with this Agreement and the transactions contemplated hereby and,
except as otherwise provided in this sentence, Purchaser and Seller, for themselves and on behalf of their Affiliates, hereby expressly
waive any right to punitive or exemplary damages in connection with this Agreement and the transactions contemplated hereby.


 


10.15         Specific
Performance.  The Parties agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed or were threatened to be not performed in accordance with their specific terms or were otherwise
breached, and that money damages or legal remedies would not be an adequate remedy for any such damages.  The Parties
accordingly agree that, in addition to any other remedy that may be available to it, including monetary damages, each party shall
be entitled to enforce specifically the terms and provisions of this Agreement, or to enforce compliance with, the covenants and
obligations of any other party and appropriate injunctive relief shall be granted in connection therewith and all such rights and
remedies at law or in equity shall be cumulative, except as may be limited by Section 9.1(c).  Any party seeking
an injunction, a decree or order of specific performance shall not be required to provide any bond or other security in connection
therewith and any such remedy shall be in addition and not in substitution for any other remedy to which such party is entitled
at law or in equity.


 






    	 	29	 



     


    

 


10.16         Right
to Rely.  Notwithstanding any other provision of this Agreement, if the transactions contemplated hereby are
consummated, Purchaser expressly reserves the right to seek indemnity or other remedy for any Damages arising out of or relating
to any breach of any representation, warranty or covenant contained herein, notwithstanding any investigation by, disclosure to,
knowledge or imputed knowledge of Purchaser or any of its Affiliates and its and their managers, directors, officers, employees
and agents in respect of any fact or circumstances that reveals the occurrence of any such breach, whether before or after the
execution and delivery hereof.  In furtherance of the foregoing, Seller agrees that as knowledge or lack of reliance
shall not be a defense in law or equity to any claim of breach of representation, warranty or covenant by Seller herein, Seller
shall not in any action, suit or proceeding concerning a breach or alleged breach of any representation, warranty or covenant
herein, or any indemnity thereof, seek information concerning knowledge or reliance of Purchaser or any of its Affiliates and
its and their managers, directors, officers, employees and agents, through deposition, discovery or otherwise or seek to introduce
evidence or argument in any action, suit or proceeding regarding the knowledge or lack of reliance of Purchaser or any of its
Affiliates and its and their managers, directors, officers, employees and agents prior to the Closing on or with respect to any
such representations, warranties or covenants.


 


[REMAINDER OF PAGE INTENTIONALLY
BLANK]


 




    	 	30	 



     


    

 


The Parties are signing this Agreement as
of the Execution Date.


 


	 	SELLER:
	 	 
	 	CGAS PROPERTIES, L.P.
	 	 
	 	EVCG GP, LLC, its general partner
	 	 
	 	By:	/s/Michael E. Mercer
	 	Name:	Michael E. Mercer
	 	Title:	President and Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	M3 Ohio Gathering LLC
	 	 
	 	By:	/s/Frank D. Tsuru
	 	Name:	Frank D. Tsuru
	 	Title:	Manager


 


Signature Page
to Membership Interest Purchase Agreement


 




     


     

    

 


Attached
to and made part of that certain Membership Interest Purchase Agreement between CGAS Properties, L.P. and M3 Ohio Gathering LLC


 


Exhibit
A


 


Definitions


 


“Adjusted
Purchase Price” has the meaning set forth in Section 2.4(d).


 


“Affiliate”
with respect to any Person, means any other Person that directly or indirectly controls, is controlled by or is under common control
with such Person, with control in such context meaning the ability to direct the management and policies of a Person through ownership
of voting shares or other equity rights, pursuant to a written agreement, or otherwise.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Assignment
Agreement” has the meaning set forth in Section 3.2(a).


 


“Authorized
Officer” means, with respect to any act to be performed or duty to be discharged by any Person which is not an individual,
any officer or other representative thereof then authorized to perform such act or discharge such duty.


 


“Business
Day” means each calendar day except Saturday, Sunday, and any other day on which banks are generally closed for business
in Houston, Texas.


 


“Cap”
has the meaning set forth in Section 9.3(d).


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and the rules and regulations
promulgated thereunder.


 


“Claim Notice”
has the meaning set forth in Section 9.2(b).


 


“Closing”
has the meaning set forth in Section 3.1.


 


“Closing Date”
means June 10, 2015, or July 31, 2015 (if extended to such date pursuant to Section 2.3) or such earlier date as agreed
to by the Parties.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company”
has the meaning set forth in the Recitals.


 


“Competing
Transaction” has the meaning set forth in Section 6.1.


 


“Contract”
means any legally binding contract, lease, license, evidence of indebtedness, mortgage indenture, purchase order, binding bid,
letter of credit, security agreement or other written or oral and legally binding arrangement.  


 


“Damages”
has the meaning set forth in Section 9.1(d).


 


“Deductible”
has the meaning set forth in Section 9.3(d)


 




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Attached
to and made part of that certain Membership Interest Purchase Agreement between CGAS Properties, L.P. and M3 Ohio Gathering LLC


 


“Dispute”
means any dispute, controversy or claim and other matter in question arising out of or relating to this Agreement, including any
dispute as to the interpretation, construction, validity, enforceability, breach, or termination hereof.


 


“Effective
Time” means 12:01 a.m., United States of America central time, on May 1, 2015.


 


“Employee
Benefit Plan” means any employment, consulting, services, stock option, equity or equity based, change-in-control, retention,
incentive, severance, termination, deferred compensation, profit sharing, retirement, supplemental income, fringe benefit, collective
bargaining, employee loan or extension of credit, vacation, sick leave, workmen’s compensation or other insurance, disability,
death benefit, group insurance, health, life, welfare, accident or other plan, program, understanding, agreement, practice, policy
or arrangement of any kind, whether written or oral, including, without limitation, each “employee benefit plan” within
the meaning of Section 3(3) of ERISA and each “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA,
whether or not subject to ERISA.


 


“Encumbrance”
means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, option, preemptive right,
right of first refusal or first offer, proxy, levy, voting trust or agreement, encumbrance, or other adverse claim or restriction
on title or transfer of any nature whatsoever.


 


“Enforceability
Exceptions” has the meaning set forth in Section 4.3.


 


“Entire Interest”
has the meaning set forth in the Recitals.


 


“Environmental
Laws” means all Laws of any Governmental Body having jurisdiction over the Company or its property in question addressing
pollution or protection of the environment.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Exclusive
Representations and Covenants” has the meaning set forth in Section 9.1(c).


 


“Execution
Date” has the meaning set forth in the Preamble.


 


“Existing
Agreements” means the agreements listed on Schedule 4.13.


 


“EVEP”
means EV Energy Partners, L.P., a Delaware limited partnership and indirect owner of all of the partnership interests in the Seller.


 


“Fundamental
Reps” has the meaning set forth in Section 9.3(a).


 


“GAAP”
means US generally accepted accounting principles, consistently applied.


 


“Government
Authorizations” has the meaning set forth in Section 6.2(a).


 






    	 	A- 2	 



     


    

 


Attached
to and made part of that certain Membership Interest Purchase Agreement between CGAS Properties, L.P. and M3 Ohio Gathering LLC


 


“Governmental
Body” means any domestic or foreign national, state, local, municipal, or other government, and any governmental, regulatory
or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive,
judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal.


 


“Hazardous
Substance” means (i) any petroleum or petroleum products, flammable explosives, radioactive materials, medical waste,
radon, asbestos or asbestos-containing products or materials, chlorofluorocarbon, hydrofluorocarbon, urea formaldehyde foam insulation,
polychlorinated biphenyls (PCBs) or lead-containing paint or plumbing; and (ii) any element, compound, substance, waste or
other material that is defined as, or included in the definition of, or deemed by or pursuant to any Environmental Law or by any
Governmental Body to be “hazardous,” “toxic,” a “contaminant,” “waste,” a “pollutant,”
“hazardous substance,” “hazardous waste,” “restricted hazardous waste,” “hazardous material,”
“extremely hazardous waste,” a “toxic substance,” a “toxic pollutant” or words with similar
meaning.


 


“HSR Act”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the accompanying rules and regulations.


 


“Hydrocarbons”
means oil and gas and other hydrocarbons produced or processed in association therewith (whether or not any such item is in liquid
or gaseous form), or any combination thereof, and any minerals produced in association therewith.


 


“Indemnified
Person” has the meaning set forth in Section 9.2(a).


 


“Indemnifying
Person” has the meaning set forth in Section 9.2(a).


 


“Individual
Claim Threshold” has the meaning set forth in Section 9.3(c).


 


“Intellectual
Property” means any trademarks, service marks, copyrights, trade secrets, patents, patent applications and other intellectual
property rights.  


 


“Knowledge”
means (a) with respect to Seller, the actual knowledge, without investigation, of those individuals identified on Schedule
1.1(b), and (b) with respect to Purchaser, the actual knowledge, without investigation, of those individuals identified
on Schedule 1.1(c).


 


“Laws”
means all laws, statutes, rules, regulations, ordinances, orders, restrictions, decrees, common law, directives, judgments, injunctions,
writs, awards, codes and other legal requirements of, or issued by, any Governmental Body.


 


“LLC Agreement”
means the Limited Liability Company Agreement of the Company dated as of March 9, 2012, as amended from time to time.


 






    	 	A- 3	 



     


    

 


Attached
to and made part of that certain Membership Interest Purchase Agreement between CGAS Properties, L.P. and M3 Ohio Gathering LLC


 


“Material
Adverse Effect” means any event, occurrence, fact, condition or change that is or could be reasonably expected to become,
individually or in the aggregate, with all other such events, occurrences, facts, conditions or changes, materially adverse to
the ownership, operation, business, assets, liabilities, results of operations, financial condition or value of the Company, as
currently operated, taken as a whole (it being understood and agreed that, if the aggregate amount of Damages resulting therefrom
is ten percent (10%) or more of the Purchase Price, such event, occurrence, fact, condition or change shall be deemed to constitute
a Material Adverse Effect), or prevents or materially delays the ability of Seller to consummate the transactions contemplated
by this Agreement; provided, however, in no event shall any of the following be deemed to constitute, nor shall any of the following
be taken into account in determining whether there has been or will be, a Material Adverse Effect:


 


(A)         changes
in Hydrocarbon prices;


 


(B)         any
change affecting the oil and gas industry generally in the region in which the Company operates;


 


(C)         any
change in the economy or the financial, capital or energy  markets generally in the region in which the Company operates,
in the United States or elsewhere in the world, including changes generally in supply, demand, price levels or interest or exchange
rates;


 


(D)         any
change in Law or in GAAP or interpretations thereof or accounting standards, governmental policy or political conditions;


 


(E)         any
labor strike, request for representation, organizing campaign, work stoppage, slowdown, lockout or other labor disputes;


 


(F)         any
change in general regulatory or political conditions, including acts of war, sabotage, armed hostilities or terrorism, embargo,
sanctions or interruption of trade, or any escalation or worsening of any acts of war, sabotage, armed hostilities or terrorism,
embargo, sanctions or interruption of trade;


 


(G)         any
change in the financial condition or results of operation of Purchaser or its Affiliates;


 


(H)         any
failure of any assumptions, estimates or projections relating to the Company to be accurate (provided that the underlying causes
of such failures (subject to the other provisions of this definition) shall not be excluded);


 


(I)         the
announcement of the execution, or the pendency, of this Agreement or the performance of obligations under this Agreement;


 


(J)         any
casualty loss or condemnation, which shall be subject to the provisions of Section 6.5;


 


(K)         any
natural disasters or acts of God; or


 


(L)         any
actions or inactions of Seller or the Company consented to by Purchaser;


 






    	 	A- 4	 



     


    

 


Attached
to and made part of that certain Membership Interest Purchase Agreement between CGAS Properties, L.P. and M3 Ohio Gathering LLC


 


provided further, however,
that any event, occurrence, fact, condition or change referred to in the immediately preceding clauses (A), (B), (C), (D), (E),
(F), or (K) shall be taken into account for purposes of determining whether a Material Adverse Effect has occurred or could reasonably
be expected to occur only to the extent such event, occurrence, fact, condition or change adversely affects the Company in a disproportionate
manner relative to other companies operating in the industries in which the Company operates (provided for the avoidance of doubt,
to the extent any such disproportionate impact is the physical damage or destruction to the assets of the Company constituting
a casualty loss, such impact shall not be considered and the provisions of Section 6.5 shall apply).


 


“Member”
has the meaning set forth in the LLC Agreement.


 


“Membership
Interest” has the meaning given to it in the LLC Agreement.


 


“Midstream
Assets” means collectively, the Plant Facilities and the Gas Pipeline Facilities as defined in the LLC Agreement.


 


“Other Agreement”
has the meaning set forth in the Recitals.


 


“Other Member”
has the meaning set forth in the Recitals.


 


“Party”
and “Parties” have the meanings set forth in the Preamble.


 


“Permit”
means all permits, licenses, registrations, certifications, authorizations, approvals, consents, exemptions, waivers, variances,
privileges and other authorizations of or by any Governmental Body.


 


“Person”
means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated
organization, or Governmental Body or any other entity.


 


“Proportionate
Share” means 30/79 x 21% (approximately 7.975%), unless the Subject Interest is increased to 21% pursuant to Section
2.3, in which case “Proportionate Share” means 21%.


 


“Purchase
Price” has the meaning set forth in Section 2.2, subject to adjustment as provided in Sections 2.3
and 2.4.


 


“Purchaser”
has the meaning set forth in the Preamble.


 


“Release”
means any releasing, spilling, leaking, discharging, disposing of, pumping, pouring, emitting, emptying, injecting, leaching, dumping
or allowing to escape and includes “release” as defined in CERCLA or any other Environmental Law.


 


“Remaining
Interest” means a Membership Interest equal to the Entire Interest minus the Subject Interest.


 


“Sanctions”
has the meaning set forth in Section 4.18.


 






    	 	A- 5	 



     


    

 


Attached
to and made part of that certain Membership Interest Purchase Agreement between CGAS Properties, L.P. and M3 Ohio Gathering LLC


 


“Seller”
has the meaning set forth in the Preamble.


 





“Subject Interest”
means a 30/79 x 21% (approximately 7.975%) Membership Interest in the Company or a 21% Membership Interest in the Company (if increased
to such percentage pursuant to Section 2.3).


 


“Tax”
and “Taxes” mean all federal, state, local, and foreign income, profits, franchise, sales, use, ad valorem,
property, severance, production, excise, stamp, documentary, real property transfer or gain, gross receipts, goods and services,
registration, capital, transfer, value-added or withholding taxes or other assessments, duties, fees or charges imposed by any
Governmental Body, including any interest, penalties or additional amounts which may be imposed with respect thereto except insofar
as such interest, penalties or additional amounts are attributable to the delay or default of a Person seeking indemnification
therefor.


 


“Tax Return”
means any return, report or other information required to be supplied to a Governmental Body in connection with Taxes, or amendment
thereto.


 


“Termination
Date” means September 1, 2015.


 


“Third Party
Claim” has the meaning set forth in Section 9.2(b).


 


“Transfer
Notice” has the meaning set forth in the Recitals.


 


“Transfer
Taxes” means all sales, use, VAT, business transfer, real property transfer, recording, documentary, stamp, registration,
stock transfer, or similar taxes and fees.


 


“Treasury
Regulations” means the regulations promulgated under the Code by the United States Department of the Treasury, as such
regulations may be amended from time to time.


 


“$”
means United States dollars.


 




    	 	A- 6	 



     


    

 


Attached
to and made part of that certain Membership Interest Purchase Agreement between CGAS Properties, L.P. and M3 Ohio Gathering LLC


 


Exhibit
B


 


Form
of Assignment Agreement


 


ASSIGNMENT


 


This Assignment (this
“Assignment”) is dated [ ● ], 2015 (the “Execution Date”), and is between
CGAS Properties, L.P., a Delaware limited partnership (“Assignor”), and M3 Ohio Gathering LLC, a Delaware limited
liability company (“Assignee”).  Assignor and Assignee are sometimes referred to individually as a
“Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS, Assignor
owns twenty-one percent (21%) of the membership interests of Utica East Ohio Midstream, LLC, a Delaware limited liability company
(the “Company”);


 


WHEREAS, the
Parties have entered into that certain Membership Interest Purchase Agreement dated May 26, 2015 (the “MIPA”),
whereby Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor, a [__] membership interest (“Subject
Interest”); and


 


WHEREAS, the
Parties are executing this Assignment to effect the assignment and transfer from Assignor to Assignee of the Subject Interest,
subject to the terms and conditions herein.


 


NOW, THEREFORE,
in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto, intending to be legally bound by the terms hereof, agree as follows:  


 


1.          Definitions.
Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the MIPA.


 


2.          Conveyance
of the Subject Interest. On and with effect from the date of this Assignment, Assignor hereby sells, assigns, and transfers
to Assignee, and Assignee hereby acquires, accepts, and assumes from Assignor, all of Assignor’s right, title and interest
in and to the Subject Units, free and clear of all Encumbrances other than restrictions that may be imposed by applicable Laws
and restrictions under the LLC Agreement.


 


3.          Disclaimer
of Representations and Warranties.  Other than the representations and warranties of Assignor specifically set forth
in the MIPA and without prejudice to the rights of Assignee under the MIPA, the assignment of the Subject Interest pursuant to
this Assignment is made without representation or warranty, express or implied, and Assignor hereby disclaims and negates any such
representation or warranty.


 




    	 	B- 1	 



     


    

 


Attached
to and made part of that certain Membership Interest Purchase Agreement between CGAS Properties, L.P. and M3 Ohio Gathering LLC


 


4.          Severability.  If
any provision or provisions of this Assignment is or at any time becomes illegal, invalid or unenforceable in any respect, the
legality, validity and enforceability of the remaining provisions of this Assignment shall not in any way be affected or impaired
thereby.


 


5.          Entire
Agreement; Amendment. This Assignment and the MIPA and the other documents to be executed thereunder and the Exhibits, Attachments
and Schedules attached thereto constitute the entire agreement between the Parties pertaining to the subject matter thereof and
hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties
pertaining to the subject matter thereof and hereof.  This Assignment may be amended or modified only by an agreement
in writing executed by all Parties and expressly identified as an amendment or modification.


 


6.          Counterparts.
This Assignment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts
together shall constitute but one agreement.  


 


7.          Governing
Law; Disputes.  This Assignment and the legal relations between the Parties shall be governed by and construed in
accordance with the laws of the State of Texas, excluding any conflict of laws rules that would refer the matter to the Laws of
another jurisdiction.  Any Dispute between the Parties with respect to this Assignment shall be resolved in accordance
with the terms of Section 10.6 of the MIPA, which is incorporated into this Assignment by reference.


 


8.          MIPA;
Conflict. This Assignment is made subject to the terms and conditions of the MIPA. In the event of any conflict between this
Assignment and the MIPA, the provisions of the MIPA shall prevail.


 


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Attached
to and made part of that certain Membership Interest Purchase Agreement between CGAS Properties, L.P. and M3 Ohio Gathering LLC


 


The Parties are signing
this Assignment as of the Execution Date.


 


	 	ASSIGNOR:
	 	 
	 	CGAS PROPERTIES, L.P.
	 	 
	 	By:  EVCG GP, LLC, its general partner
	 	 	 
	 	By:	/s/Michael E. Mercer
	 	Name:	Michael E. Mercer
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	ASSIGNEE:
	 	 
	 	M3 Ohio Gathering LLC
	 	 	 
	 	By:	/s/Frank D. Tsuru
	 	Name:	Frank D. Tsuru
	 	Title:	Manager


 




    	 	B- 3