REAL PROPERTY RECORDS LEE COUNTY, TH # 2018-03561 09/08/2018 al 08:07:00 Ala ASSIGNMENT AND BILL OF SALE, ASSIGNMENT, BILL OF SALE, DEED AND CONVEYANCE, STATE OF TEXAS § § COUNTY OF LEE § ‘This ASSIGNMENT, BILL OF SALE, DEED AND CONVEYANCE (this “Assignment’), dated effective as of 7:00 am. (Central Time) on July 1, 2018 (the “Effective Time"), is between EV Properties, LP., a Delaware limited partnership (“Assignor”), on the one part, and Harvest Gid-Kar LLC, a Delaware limited lability company (“Assignee”), on the other part. Assignor and Assignee may be referred to herein each as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in that certain Contribution and Membership Interest Purchase Agreement, dated as of ‘August 20, 2018, by and among (i) Assignor and Harvest Oil and Gas Corp,, a Delaware ‘corporation, on the one part, and (i) Magnolia Oil & Gas Parent LLC, a Delaware limited lability company (the “Company”), and Magnolia Oil & Gas Corporation, a Delaware corporation ‘CPubCo"), on the other part (as may be amended, restated, supplemented, or otherwise modified from time to time, the “Contribution Agreement”), Section 1 Assignment. The conveyance and assignment herein shall be decmed effective as of the Eflective Time. For and in consideration of Ten Dollars ($10.00) and other ‘good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, fand subject to the terms set forth herein. Assignor docs hereby forever GRANT, DEED, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, AND DELIVER unto ‘Assignee, all of Assignor’s right, ile, and interest in and to the following assets (such assets, less ‘and except the Excluded Assets, collectively, the “Assets”): (@)__alloil and gas and/or other Hydrocarbon leases, subleases and other leases, fee mineral interests, royalty interests, overriding royalty interests, net profits interests, carried interests, eversionary interests or other similar interests located in the area set forth on Exhibit A- 1, attached hereto, including those leases and interests set forth on Exhibit A-2, together with any ‘and all other right, ttle, and interest of Assignor in and to the leasehold estates and other interests created thereby, and all other rights therein and the lands covered thereby or pooled or unitized therewith, subject to the terms, conditions, covenants, and obligations set forth in such leases or interests, and all other interests of Assignor of any kind or character in such leases (the “Leases”);, (b) _ @alloil and gas wells (such wells, including the oil and gas wells set forth ‘on Exhibit B, the “Wells”), and all Hydrocarbons produced from or allocated to the Wells in storage or existing in pipelines, plants and tanks (including inventory and line fill) and upstream of the sales meter as ofthe Effective Time and all other Hydrocarbons produced from or allocated to the Wells ator after the Effective Time and (i) all water, injection and other wells (such wells, including the non-oil and gas wells set forth on Exhibit B, the “Other Wells”), in each case, located. (on any of the Leases or on any other lease with which any such Lease has been pooled or unitized, WLI23bPco8z22whether producing, operating, plugged, permanently abandoned, shut-in or temporarily abandoned; (© _allrights and interests in, under or derived from all unitization and pooling. agreements or orders in effect with respect to any of the Leases, Wells or Other Wells and the units created thereby (the “Units”; (@ all Contracts to which Assignor is 2 party or is bound to the extent relating to any of the Assets and (in each case) that are binding on Assignee upon consummation of the transactions contemplated hereby, including: communitization agreements; area of mutual interest ‘agreements; joint venture agreements; confidentiality agreement; farmin and fermout agreements; bottom hole agreements; crude oil, condensate, and natural gas purchase and sale, gathering, ‘ransportation, and marketing agreements; hydrocarbon storage agreements; acreage contribution ‘agreements; operating agreements; balancing agreements; pooling declarations or agreements; tunitization agreements; provessing agreements; saltwater disposal agreements; facilities or ‘equipment leases; and other similar contracts and agreements, bu exclusive of any master service agreements and Contracts relating to the Excluded Assets (the “Applicable Contracts”), and all rights thereunder, (©) all fee surface interests, surface leases, surface rights, permits, licenses, servitudes, easements and rights-of-way to the extent used or held for use in connection with the ownership or operation of any of the other Assets, including those set forth on Exhibit C (the “Surface Rights"); (all Mlowlines, pipelines, gathering, processing or treating systems and appurtenances thereto or used or held for use in connection with the operation of the Leases, Units or Wells, including those set forth on Exhibit D; ()_all structures, equipment, machinery, Fixtures, tools, compressors, meters, tanks, pumps, platforms, pulling machines, boilers, buildings, vehicles, field offices, pipe yards, salt water disposal facilities, utility lines and transmission equipment, SCADA Equipment, Computer and automation equipment, telecommunications equipment, field radio telemetry, and tssocated frequencies and Heenses, pressure transmitters, central processing equipment, ficlites and other tangible personal property and improvements located on any of the other Assets or Used tr held for use in connection withthe operation of any of the other Assets or the production of Hydrocarbons thereftom, and other personal, moveable and mixed propery, operational and nonoperatinal, known or unknown, located on any ofthe other Assets of tha 6 used or held for tse in connection therewith, including those set forth on Exhibit (t) _ (@ tothe extent that they may be assigned without payment ofa fee or other penalty (unless Company has agreed in writing to pay such fee or accept such penalty), all non- proprietary tangible geophysical and other tangible seismic and related technical licenses, maps, data and information and (ti) all proprictary tangible geophysical and other tangible seismic and ‘elated technical licenses, maps, data and information, in each case, to the extent relating to the other Assets; VOL123bPG0823(@ __all Imbalances relating to the Assets to the extent listed on Schedule 4.11 to the Contribution Agrcement or for which Assignee has received a Consideration adjustment pursuant to Section 3.2(a(ii) of the Contribution Agreement; @ except to the extent relating to any Retained Obligation or Specified Obligation (but only for the time period and to the extent Assignor has an indemnification ‘obligation under the Contribution Agreement with respect thereto), all () trade credits, accounts receivable, notes receivable, take-or-pay amounts receivable and other receivables and general intangibles, in each ease, attributable to the Assets with respect to periods of time at and after the Effective Time, and (ji) liens and security interests in favor of Assignor or its Affliates, whether cchoate or inchoate, under any Law or Contract to the extent arising from, or relating to, the ‘ownership, operation, or sale or other disposition at or after the Effective Time of any of the other ‘Assets or to the extent arising in favor of Assignor or its Affiliates as to the non-operator of any other Asset; ©) except to the extent relating to any Retained Obligation or Specified Obligation (but only for the time period and to the extent Assignor has an indemnification obligation under the Contribution Agreement with respect thereto), all rights, claims and causes of action (including warranty and similar claims, indemnity claims, and defenses) of Assignor or any of its Affiliates (i) arising at or after the Effective Time to the extent such rights, claims, and causes of action relate to any of the other Assets and/or (i) relating to the Assumed Obligations; and © __ originals (tothe extent available or otherwise copies of ofall files, records, information, data, interpretations, books and reports, whether written or electronically stored, to the extent relating to the Assets in Assignor’s or any of Assignor’s Affiliates” possession (but excluding any files, records, information, or data to the extent pertaining to the Excluded Assets), including: (1) land and title records (including abstracts of title and title opinions); (ii) Applicable Contract files; (ii) operations records, including open hole and cased hole logs, cores or core analyses, seismic data and reports; (iv) environmental, production, and accounting records; (v) facility and well records; and (vi) correspondence (collectively, “Records”). EXCEPTING AND RESERVING to Assignor in all instances the “Excluded Assets,” ‘which shall mean (a) all of Assignor’s minute books, financial records, and other business records that relate to Assignor’s business generally (including the ownership of the Assets); (b) all trade credits, all accounts, all receivables and all other proceeds, income, or revenues attributable to the Assets and attributable to any period of time prior to the Effective Time and, subject to the adjustments to the Consideration set forth in Section 3.2 of the Contribution Agreement, all funds hheld in suspense; (c) all rights and interests of Assignor (j) under any policy or agreement of {insurance or indemnity, (ii) under any bond or (ii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions, or events or damage to or destruction of property; (d) all claims of Assignor or its Affiliates for refunds of, credits attributable to, loss carry forwards with respect to, or similar Tax assets relating to (i) Asset Taxes attributable to any period (or portion thereof) prior to the Effective Time, (i) Income Taxes or (ii) any Taxes attributable to the Excluded Assets; (¢) all of Assignor's proprictary computer software, patents, trade secrets, ‘copyrights, names, trademarks, logos, and other similar intellectual property; (fall documents and instruments of Assignor that may be protected by an attomey-client privilege or any attorney work product doctrine (other than title opinions); (g) all data, information, and agreements that cannot 3 YOLI23b P6082be disclosed to Assignee as a result of confidentiality arrangements under agreements with Third Parties (provided that Assignor has used commercially reasonable efforts to obtain waivers of any such confidentiality arrangements); (h) to the extent that they do not relate to the Assumed Obligations for which Assignee is providing indemnification hereunder, all audit rights arising under any of the Applicable Contracts or otherwise with respect to any period prior tothe Effective ‘Time or to any of the Excluded Assets, except for any Imbalances assumed by Assignee; () all non-proprietary geophysical and other seismic and related technical data and information relating to the Assets that Assignor may not disclose, assign, or transfer under its existing agreements and licenses without payment of a fee or other penalty (anless Assignee has agreed in writing to pay such fee or accept such penalty); Gj) documents prepared or received by Assignor or its Affiliates ‘with respect to (i) lists of prospective purchasers for such transactions compiled by Assignor, (ii) ‘bids submitted by other prospective purchasers of the Assets, (iil) analyses by Assignor or its Affiliates of any bids submitted by any prospective purchaser, (iv) correspondence between or among Assignor or any of its representatives, and any prospective purchaser other than Assignee, and (¥) correspondence between Assignor or any of its representatives with respect to any of the bids, the prospective purchasers or the transactions contemplated by the Contribution Agreement; (6) Assignor's Housion office and any personal property located in or on such offices or office eases; (I) any other assets, properties, or items specifically listed on Exhibit F; (m) any Hedge Contracts; (2) any debt instruments; (0) any master services agreements or similar Contracts of Assignor or its Affliates; (p) any assets described in Sections 2.1(d), 2.1(e), 2.1(3), or 2.1(h) that ‘are not assignable; or (q) copies of the Records. ‘TO HAVE AND TO HOLD the Assets unto Assignee and its successors and assigns, forever, subject, however, to the covenants, terms, and conditions set forth herein and in the ‘Contribution Agreement, and subject to the Permitted Encumbrances. Section 2 Special Warranty. Until 5:00 p.m. Central Time on August 31, 2021, Assignor hereby warrants Defensible Title to the Wells and Leases unto Assignee against every Person whomsoever lawfully claims the same or any part thereof by, through, or under Assignor and any of its Affiliates, but not otherwise, subject, however, to Permitted Encumbrances. To the extent transferable, Assignee shall be and is hereby subrogated to all covenants and warranties of title by parties (other than Assignor) heretofore given or made to Assignor or its predecessors in title with respect and to the extent applicable to the Assets. Section 3 Disclaimers of ties (@__ EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE IV OF THE CONTRIBUTION AGREEMENT, ‘THIS ASSIGNMENT OR THE CERTIFICATES DELIVERED BY ASSIGNOR AT CLOSING, @_ ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, (II) ASSIGNOR EXPRESSLY DISCLAIMS ALL LIABILITY. AND RESPONSIBILITY FOR, AND (Ill) ASSIGNEE IS NOT RELYING UPON, ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE OR COMMUNICATED (ORALLY OR’ IN WRITING)’ TO ASSIGNEE OR ANY OF ITS AFFILIATES (INCLUDING PARENT), EMPLOYEES, AGENTS, CONSULTANTS, OR REPRESENTATIVES (INCLUDING, ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ASSIGNEE BY ANY DIRECTOR, VILE23bPG0825OFFICER, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE, OR ADVISOR OF ASSIGNOR OR ANY OF ITS AFFILIATES), (®) EXCEPT AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE IV OF THE CONTRIBUTION AGREEMENT, THIS ASSIGNMENT OR THE CERTIFICATES DELIVERED BY ASSIGNOR AT CLOSING, AND WITHOUT LIMITING THE GENERALITY OF SECTION 3,1(a), ASSIGNOR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, OR IMPLIED, AS TO () TITLE TO ANY OF THE ASSETS, (I) THE CONTENTS, CHARACTER, OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT OR ANY ENGINEERING, GEOLOGICAL, GEOPHYSICAL, OR SEISMIC DATA OR INTERPRETATION OR ANALYSIS RELATING TO THE ASSETS, (I) THE QUANTITY, QUALITY, OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS, (IV) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES TO BE GENERATED BY THE ASSETS, (V) THE PRODUCTION OF OR ABILITY TO PRODUCE HYDROCARBONS FROM THE ASSETS, (VD) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, OR MARKETABILITY OF THE ASSETS, (VII) THE CONTENT, CHARACTER, OR NATURE, OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS, OR ‘STATEMENTS PREPARED BY ASSIGNOR OR THIRD PARTIES WITH RESPECT TO THE ASSETS (INCLUDING THE ACCURACY OR COMPLETENESS THEREOF), (VII) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE. TO ASSIGNEE OR ITS AFFILIATES (INCLUDING PUBCO) OR ITS OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE CONTRIBUTION AGREEMENT (INCLUDING THE ACCURACY OR COMPLETENESS. THEREOF) OR ANY DISCUSSION OR PRESENTATION RELATING THERETO (INCLUDING THE ACCURACY OR COMPLETENESS THEREOF), AND (00 ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT. EXCEPT AS AND TO THE LIMITED, EXTENT EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE IV OF THE CONTRIBUTION AGREEMENT, THIS ASSIGNMENT OR ASSIGNOR’S CERTIFICATES, ASSIGNEE ACKNOWLEDGES AND AGREES THAT (X) NO CONTRIBUTOR INDEMNIFIED PARTY IS MAKING (AND NO CONTRIBUTOR INDEMNIFIED PARTY SHALL HAVE ANY LIABILITY OR RESPONSIBILITY FOR) AND (Y) NONE OF PUBCO, ASSIGNEE OR THEIR REPRESENTATIVES IS RELYING UPON ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY OF THE ASSETS, RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE CONSIDERATION, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT, EXCEPT FOR THE EXPRESS REMEDIES PROVIDED UNDER THE CONTRIBUTION AGREEMENT, ASSIGNEE SHALL BE DEEMED TO BE OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION, AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE, OR WLI 236P60825UNDISCOVERABLE), AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE ‘SUCH INSPECTIONS AS ASSIGNEE AND PUBCO DEEM APPROPRIATE. (© __ OTHER THAN AS AND TO THE LIMITED EXTENT EXPRESSLY REPRESENTED OTHERWISE IN SECTION 4.17 OF THE CONTRIBUTION AGREEMENT OR IN CONTRIBUTORS’ CERTIFICATES (TO THE EXTENT RELATING TO ‘THE REPRESENTATION IN SECTION 4.17 OF THE CONTRIBUTION AGREEMENT), ASSIGNEE AND PUBCO ACKNOWLEDGE AND AGREE THAT (1) NO CONTRIBUTOR INDEMNIFIED PARTY IS MAKING (AND NO CONTRIBUTOR INDEMNIFIED PARTY SHALL HAVE ANY LIABILITY OR RESPONSIBILITY FOR) AND (I!) NONE OF ANY COMPANY INDEMNIFIED PARTY, PUBCO OR THEIR REPRESENTATIVES IS RELYING UPON ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR, CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR THE PROTECTION OF NATURAL RESOURCES OR THE ENVIRONMENT OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND NOTHING IN THE CONTRIBUTION AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR. WARRANTY, AND, EXCEPT FOR THE EXPRESS REMEDIES PROVIDED UNDER THE CONTRIBUTION AGREEMENT, ASSIGNEE SHALL BE DEEMED TO BE OBTAINING ‘THE ASSETS “AS IS” AND “WHERE IS” WITH ALL FAULTS FOR PURPOSES OF THEIR, ENVIRONMENTAL CONDITION AND THAT ASSIGNEE AND PUBCO HAVE MADE OR CAUSED TO BE MADE SUCH ENVIRONMENTAL INSPECTIONS AS COMPANY AND PUBCO DEEM APPROPRIATE. (@ _ ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE EXTENT REQUIRED BY LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION3 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSE OF ANY LAW. Section4 _Assumed Obligations: Retained Obligations. Subject to the terms of the Contribution Agreement, Assignes assumes and hereby agrees to fulfil, perform, pay, and discharge (or cause tobe fulfilled, performed, paid, and discharged) all obligations and Liabilities, known or unknowa, arising ftom, based upon, related o, oF associated with the Asses, regardless ‘of whether such obligations or Liabilities arose prior to, on, or after the Effective Time, including. ‘obligations and Liabilities relating in any manner tothe se, ownership, or operation ofthe Asses, including obligations and Liabilities to (a) furnish makeup gas and settle Imbalances according to the terms of applicable gas sales, processing, gathering, or transportation Contracts, (b) pay Working Interests, Burdens, and other interest owners" revenues or proceeds attributable to sales ‘of Hydrocarbons, including those held in suspense (Incding those amounts for which the Purchase Prise was adjusted pursuant to Section 3.2(6\v) ofthe Contribution Agreement, (€) pay the applicable Governmental Authority any amounts subject to escheat obligations pursuant {0 applicable Law, (d) Decommission the Assets, (c) clean up and remediate the Assets in accordance with applicable Contracts and Laws, and (f) perform all obligations applicable to or {imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by Law (all of said obligations and Liabilities, subject tothe following exclusions, being referred to as the “Assumed Obligations"); provided that Assignee does not assume any Retained ‘Obligations. Subject to the terms of the Contribution Agreement, Assignor retains the Retained 6 WLIZ3oP60827Obligations and hereby agrees to fulfill, perform, pay, and discharge (or cause to be fulfilled, performed, paid, and discharged) all obligations and Liabilities, known or unknown, arising from, based upon, related to, or associated with the Retained Obligations and the Specified Obligations. Section S Contribution Agreement. This Assignment is delivered pursuant to, and hereby made subject to, the terms and conditions of the Contribution Agreement (including the limitations set forth in Section 10.1(b) of the Contribution Agreement with respect to Section 2 above). In the event that any provision of this Assignment is construed to conflict with any provision of the Contribution Agreement, the provisions of the Contribution Agreement shall be deemed controling tothe extent of such conflict. Assignor and Assignee intend that the terms of the Contribution Agreement remain separate and distinct from, aot merge into the terms and survive the delivery of this Assignment fo the extent provided for in the Contribution Agreement. If a Third Party desires to review the Contribution Agreement in connection with an acquisition of (r similar tansaction related to) the Assets, a redacted copy of the Contribution Agreement may bbe made available for such Third Party's review (provided that such Third Party agrees in writing to keep confidential the terms and conditions of the Contribution Agreement) at Assignee's address set forth herein. Section6 Governing Law: Jurisdiction, (@)___ THIS ASSIGNMENT AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING UNDER OR RELATED TO THIS ASSIGNMENT OR |THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RIGHTS, DUTIES, AND RELATIONSHIP OF THE PARTIES HERETO AND THERETO, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT. MIGHT REFER CONSTRUCTION OF PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. (o) __ THE PARTIES AGREE THAT THE APPROPRIATE, EXCLUSIVE, AND CONVENIENT FORUM FOR ANY DISPUTES BETWEEN ANY OF THE PARTIES ‘ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS, CONTEMPLATED HEREBY SHALL BE IN ANY STATE OR FEDERAL COURT IN HOUSTON, TEXAS AND EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS SOLELY IN RESPECT OF ANY PROCEEDING ‘ARISING OUT OF OR RELATED TO THIS ASSIGNMENT. THE PARTIES FURTHER ‘AGREE THAT THE PARTIES SHALL NOT BRING SUIT WITH RESPECT TO ANY DISPUTES ARISING OUT OF THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY COURT OR JURISDICTION OTHER THAN THE. ABOVE SPECIFIED COURTS. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY LAW, THAT A FINAL AND NONAPPEALABLE JUDGMENT AGAINST ‘A PARTY IN ANY ACTION OR PROCEEDING CONTEMPLATED ABOVE SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES BY SUIT ON THE JUDGMENT, A CERTIFIED OR EXEMPLIFIED COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF SUCH JUDGMENT. WLI 23bPG0828(©. TO THE EXTENT THAT ANY PARTY OR ANY OF ITS AFFILIATES HAS ACQUIRED, OR HEREAFTER MAY ACQUIRE, ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION, OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES) HEREBY IRREVOCABLY (I) WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS WITH RESPECT TO THIS ASSIGNMENT AND (1), SUBMITS TO THE PERSONAL JURISDICTION OF ANY COURT DESCRIBED IN SECTION 6(b). (@ THE PARTIES AGREE THAT THEY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section7 Separate Assignments. Separate governmental forms of assignments of the Assets may be executed on officially approved forms by Assignor and Assignee, in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall bbe deemed to contain all of the exceptions, reservations, warranties, rights, titles, powers and privileges set forth herein as fully as though they were set forth in each such assignment. The interests conveyed by such separate assignments are the same, and not in addition to the interests conveyed by this Assignment and are not intended to modify, and shall not modify, any of the terms, covenants and conditions or limitations on warranties set forth in this Assignment and are not intended to create, and shall not create, any representations, warranties or additional covenants of or by Assignor to Assignee. Section 8 Parties in Interest. The terms and provisions of this Assignment shall be ‘binding upon and inure to the benefit of Assignor and Assignee and their respective successors and permitted assigns. Notwithstanding anything contained in this Assignment to the contrary, nothing in this Assignment, expressed or implied, is intended to confer on any Person other than ‘the Partios or their successors and permitted assigns or the Parties’ respective related Indemnified. Parties hereunder any rights, remedies, obligations, or Liabilities under or by reason of this, Assignment; provided that only a Party and its successors and assigns will have the right to enforce the provisions of this Assignment on its own behalf or on behalf of any ofits related Indemnified Parties (but shall not be obligated to do s0). Section9 Counterparts. This Assignment may be executed in any number of ‘counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. No Party shall be bound ‘until such time as all ofthe Parties have executed counterparts of this Assignment. Section 10 Further Cooperation. Subject to the terms and conditions of this Assignment, at any Party's request and without further consideration, the other Party shall take ssuch other actions as such requesting Party may reasonably request, at such requesting Party's expense, in order to effectuate the transactions contemplated by this Assignment. VOL! 236 B29Section 11 Exhibits. The Exhibits and Schedules referred to in this Assignment are hereby incorporated into this Assignment by reference and constitute a part of this Assignment. Each Party to this Assignment and its counsel has received a complete set of Exhibits and Schedules prior to and as of the execution of this Assignment. Section 12 Miscellaneous. The applicable provisions of Section 1.2 (Construction) of ‘he Contribution Agreement, Section 13.9 (Entire Agreement; Conflicts) of the Contribution ‘Agreement, Section 13.11 (Amendment) of the Contribution Agreement, Section 13.12 (Waiver; ‘Rights Cumulative) of the Contribution Agreement, and Section 13.14 (Severability) of the Contribution Agreement shall apply mutatis mutandis to this Assignment. ‘Signature and Acknowledgment Pages Follow VEZ 3b eeeIN WITNESS WHEREOF, Assior and Assignce have executed this Assignment on the date of the sckmowledgmont below, bu effective forall purposes sof the Etfeive Time. ‘Titles Presiden and Chief Exccutive Officer ACKNOWLEDGEMENT STATE OF TEXAS 8 5 (COUNTY OF HARRIS 5 “This instrument was acknowledged before me on Avgust 30, 2018, by: Michael E, Mercer, as and Chief Bxecutive Officer of EV Properties GP, LLC, a Delaware limited lability company and the ited partnership, on bebalf of said limited parmershp. ™m Preside general porter of BV Properties, LP., a Delaware li EAL) Notary Public 10 HASHIM ASSIGNEE: ioe rare HARVEST GID-KAR LLC By: EV Properties, LP, its sole member By: EV Properties GP, LLC, its general partner Name: Micheal &, Mereer ‘Tit: President snd Chief Executive Officer ACKNOWLEDGEMENT. STATE OF TEXAS 5 5 ‘COUNTY OF HARRIS 5 ‘This instrument was acknowledged before me on August 30, 2018, by Michael E. Mercer, as President and Chief Exeoutive Officer of EV Propertise GP, LLC. & Delaware limited lability company and the Daag! P. 2 Delaware limited partnership and te sole member of Harvest Gi-Kar LLC, fy, on behalf of sai limited lability company. veka, an ‘Siena Dune WM. “Haba etary Public ta ‘ : as : seamen tnscrsex va 1 23h PSOBIIEXHIBIT A-1 DESIGNATED AREA. Atascosa, Austin, Bastrop, Brazos, Burleson, Colorado, Fayette, Gonzales, Grimes, Karnes, Lee, Montgomery, Washington, and Wilson Counties. VILI23bpg083EXHIBIT A2 LEASES (Attached)ie} a eee a 5 fiestas 5] 5 Wi &|RIBSIIGE Ae all & lel st faba lta | Ibe fa fl tibet | « [alee VWOL123bPsO834Poppet» ee ly | = [a WLI235r60835VOLiZ3bPG083bla ax aa ile Cane a Bs FE VOL!2 35760837es “aerate =|e seat wii? 3bpeos3BBOBRRBBAE WOLIZ3bPco839WLI Z3beco aunVOLI2Z3bPEO84]wr? 3beensurVOLI23bPGOBusWLIZ3beco8uycell WLI235pc0 gusmI? 35 PEORBEbWLI 235 P5064VOLI23b P6088lt aa i sll yi? 3hrpen gaaVOL 236 P6850VOLIZ3bPE0BSIVOLIZ23brc0852VOL 236 P60853WLI 23bP6085yshe sai esheeomhleaiee a FeSBESplsGEssirssesHer Leta WLI 23bPc0855se] |e fe]=|e] |= |e/«]a|s [aleWLI23bP60857WLI 23beg095¢9valleelosaselal WLI 23bpege5qVOLI23bP60860sls sala lalallala Hose " nie VWLIZ3bPCO8b IPL eeailalsplaate ara eo WLIZ 3 P6082WOLI23bP608b3VE? 3bep ashesb piaiea VOI 23bpeGh RLSWLI235Pco8obi aa aps i Hila ase VOI 23bP50867VOLI23bPc08b8fase eboaessbaves kabobs WLI23bPcosyqEXHIBIT B ‘WELLS (Attached) wed? 3bpsaea dai i ie ie ci WLI23bP60874a ia Cu tea WLI23bP60872VOI23bpp9972deadecoesiee Gaetano vue au eatin ft cc VWLI23besog quEXHIBIT C SURFACE RIGHTS (Attached) WLI 23br60975om [mom = 2 ESS [o=[=[= se | cans ‘or oF war wanvzom | pork | nim! wa | vwesenoron | » [mo oworwar Bae | [ome me | ow wanna] = = —— Ema [SEE [oe fe] oo wanna] oe se |S [ome [ew [| [ese] WLI 23be608 16WL! 236 P0877VILI23b P0878YL! 236P6987q» [om comcinocnncn |RSS ee [om | = [= vi 23besgeanae | ear mecwemn | RaBhara [Se oe eis WI2 3b P6088)WLI 23brc0882= fer ae =| = > — ysannar | xxsounces | asnsae | tox | at ‘raemrTe WL! 235pc0883OL! 235Pc088y30 [mmsenmvan | nanan | arrorwae SBM | ta wan WOLI23bec0885WLI235 50886EXHIBIT D GATHERING SYSTEMS YOLI23bP60887None. EXHIBIT E, PERSONAL PROPERTY WI 23bPcogagEXHIBIT F EXCLUDED ASSETS All of Assignor’s right, title and interest in and to the following (the “Excluded Properties"): & allo and gas leases in Lee County, Texas (the “Lands”), including those described in Annex 1 to this Exhibit F, but insofar and only insofar as such interests cover and pertain to the Eagle Ford Formation (collectively, the "Leases”), and any and all other leasehold interests, overriding royalty, net profits, eversionary, production payments, royalty interests, and other interests of any kind in and to the Leases or the Lands, but insofar and only insofar as such interests cover and pertain to the Eagle Ford Formation; b. alloil, gas, water, disposal and injection wells located on the lands covered by the Leases or included in pooled acreage or units with which the Leases may have been pooled or unitized (the “Wells”), including the Wells described in Annex 2 to this Exhibit F; ©. all personal property and fixtures on the Leases or Surface Rights to the extent solely related to the operation of the Leases, including, well equipment, machinery, production facilites, pipelines, flow lines and gathering systems and surface equipment, together with all warehouse stock and other material or equipment (Collectively, the “Equipment”); 6. all valid and subsisting casements, permits, licenses, servitudes, rights-of-way, ‘surface leases or other surface rights that directly relate to or are otherwise directly applicable to any of the Excluded Properties, only to the extent applicable to the Excluded Properties rather than Assignor's other properties (collectively, the “Surface Rights");; & —_allpresently existing and valid contracts and agreements to the extent and only to the ‘extent pertaining to the other Excluded Properties described in this Exhibit F Gollectively, the “Contracts”; provided that “Contracts” shall exclude instruments constituting the Leases, Surface Rights and the assignments, conveyances and other instruments constituting Assignor's chain of title to the Leases; £ a sub-surface, non-exclusive, vertical well bore easement in and through the those depths existing above the depths covered by Eagle Ford Formation, for drilling and operational purposes, but not for any purpose that would cause production in such depths above the depths covered by Eagle Ford Formation (including perforation, ‘open hole completion, fracture operations, or other stimulation operations) (the “Conveyed Easement”); 8 all presently existing and valid oil, gas and/or mineral unitization, pooling, and/or ‘communitization agreements, declarations and/or orders (including all units formed under orders, rules, regulations, or other official acts of any federal, state or other 1235 rsa8gqgovernmental authority having jurisdiction, and voluntary unitization agreements, designations and/or declarations) applicable to the Excluded Properties, only to the extent applicable to the Excluded Properties rather than Assignor's other properties; bh. to the extent transferrable without payment of a fee or other additional consideration, all nonproprietary geological, scismic and geophysical data relating to the Excluded Properti i. copies of all files, records, data (to the extent not included within the description in ‘Section i), and similar documents relating to the Excluded Properties (in whatever form or medium, including electronic), including land and lease files (including title opinions and abstracts), contract files, well files, production and engineering data, accounting files and records, and environmental reports, studies, analyses and correspondence with federal, state or other governmental authorities (collectively, the “Records”, For purposes of this Exhibit F, the “Eagle Ford Formation” shall mean that certain geologic zone(s) and formation(s) occurring at the stratigraphic equivalent of the interval from (a) the base ofthe Austin Chalk formation (being the stratigraphic equivalent of 8,624 feet measured depth) 10 (©) the top of the False Buda formation (being the stratigraphic equivalent of 8,965 feet measured depth), subsurface, as found in the Induction log of the Apache Corporation’s Giesenschlag *C’ 1 ‘Well (API 42-051-31485) located in the John S. Cox Survey, A-15, Burleson County, Texas. VOI 23brc0890Annex 1 [See Attached] WOLE23bP6089%WLI 235 P0892VOL! 23bP608q3VW}? 3besgeouVOL! 23bpgpggqeVOI 23bpEggq,ee ee enWL! 23550898WhIZ3beg089qpeacanYLI23brsaqgyVLI23be60¢02WLI 23be60993VOLI23bPsoqouWIZ 3560095WLI 2 3b Ps0906WL! 236 P60907WIZ 3bsnqggvO! 23bP60904WLI 235 P0949WLIZ3becoq) 4WLI23becaq)0WLE235pgQa;2YOLI23bPcQqiyWLI 2Z3brsagisWLI 2Z3bpeoaryhvoll 23be60919WLIZ3breco9tgWLI2IbPGOUIGVOL! 23besog2gWLIZ3 P6092)VI 23bpR0977VOL! 236P60923WOLIZ236P6092yWLI23bPG60925WIZ 3bPc0q2HVOLI23bP60927VOLI235ppn920899/08/2038 at 08:07 AML ‘#2018.0366% FILED FOR RECORD SHARON BLASIG. COUNTY CLERR CEE COUNTY, TX, VOLI23bPpQ979