NO. [
]
TO THE PLEDGE AGREEMENT
PLEDGED SHARES
Pledged Shares
Pledgor
Issuer
Issuer's
Jurisdiction of
Formation
Class of
Equity
Interest
Certificate
No(s)
Number of
Units
Percentage of
Issued and
Outstanding
Units
Annex A - Schedule 1
Pledge Agreement
Hilcorp San Juan, L.P.
EXHIBIT E
FORM OF MORTGAGE (OKLAHOMA)
[To be attached.]
E-1
EXHIBIT E
WHEN RECORDED OR FILED,
PLEASE RETURN TO:
Ryan Cicero
Willkie Farr & Gallagher LLP
600 Travis Street
Suite 2310
Houston, TX 77002
MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT, FIXTURE
FILING AND FINANCING STATEMENT
FROM
ROAN RESOURCES LLC,
AS MORTGAGOR
a Delaware limited liability company
Organizational Identification Number
(Taxpayer I.D. No. XX-XXX
)
TO
CITIBANK, N.A.,
AS ADMINISTRATIVE AGENT AND MORTGAGEE
Effective as of September 5, 2017
THIS INSTRUMENT IS, AMONG OTHER THINGS, A FINANCING STATEMENT UNDER THE UNIFORM
COMMERCIAL CODE COVERING AS-EXTRACTED COLLATERAL, INCLUDING MINERALS AND THE
LIKE (INCLUDING OIL AND GAS), ACCOUNTS RESULTING FROM THE SALE OF MINERALS AND
THE LIKE (INCLUDING OIL AND GAS), AND GOODS WHICH ARE, OR ARE TO BECOME,
FIXTURES ON THE REAL PROPERTY HEREIN DESCRIBED. THIS INSTRUMENT IS TO BE
RECORDED IN THE REAL PROPERTY RECORDS OF THE COUNTY CLERK OF EACH COUNTY IN THE
STATE OF OKLAHOMA IN WHICH IS SITUATED ANY OF THE COLLATERAL COVERED HEREBY, AND
FILED IN THE APPROPRIATE UNIFORM COMMERCIAL CODE RECORDS. THE REAL PROPERTY
SUBJECT HERETO IS DESCRIBED IN OR REFERRED TO IN EXHIBIT "A" HERETO OR THE
INSTRUMENTS OR DOCUMENTS DESCRIBED IN OR REFERRED TO IN EXHIBIT "A" HERETO.
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS. THIS INSTRUMENT
SECURES PAYMENT OF FUTURE ADVANCES.
THE MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH
INTEREST IS DESCRIBED IN OR REFERRED TO IN EXHIBIT A HERETO OR IN THE
INSTRUMENTS OR DOCUMENTS DESCRIBED IN OR REFERRED TO IN EXHIBIT A HERETO.
SOME OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE MORTGAGED PROPERTY
IS OR IS TO BE AFFIXED TO THE PROPERTIES DESCRIBED IN OR REFERRED TO IN EXHIBIT
A HERETO, AND THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER
PLACES, IN THE REAL ESTATE RECORDS.
THIS INSTRUMENT COVERS "FIXTURES" (AND ACCOUNTS WITH RESPECT TO SAME), AS EACH
SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE.
THIS INSTRUMENT COVERS MINERALS, AS-EXTRACTED COLLATERAL AND OTHER SUBSTANCES OF
VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION OIL
AND GAS) AND THE ACCOUNTS RELATED THERETO, WHICH WILL BE FINANCED AT THE
WELLHEADS OF THE WELL OR WELLS LOCATED ON THE PROPERTIES DESCRIBED IN OR
REFERRED TO IN EXHIBIT A HERETO.
THIS INSTRUMENT IS TO BE FILED AGAINST THE TRACT INDEX IN THE REAL ESTATE
RECORDS OF EACH OKLAHOMA COUNTY WHERE ANY PART OF THE MORTGAGED PROPERTY IS
LOCATED.
A POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE
ADMINISTRATIVE AGENT AS MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT
WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON AN EVENT OF DEFAULT BY THE
MORTGAGOR (AS HEREINAFTER