HomeMy WebLinkAbout20181025.tiffASSIGNMENT OF INTERESTS
THIS ASSIGNMENT OF INTERESTS ("Assignment") is entered into effective as of
August 8, 2017 (the "Effective Date") by and between ECM Capital, L.P., a Delaware limited
partnership ("Assignor") and Mallard Exploration, LLC, a Delaware limited liability company
("Assignee").
WITNESSETH:
WHEREAS, Assignor is the record and beneficial owner of all of the membership
interests (the "Interests") of Alpha DJ Holdings, L.L.C., a Delaware limited liability company
(the "Company"); and
WHEREAS, in connection with the consummation of a transaction pursuant to which
certain investors, including NGP XII US Holdings, L.P., a Delaware limited partnership and an
affiliate of Assignor, will contribute cash to the capital of Assignee in exchange for membership
interests in Assignee, Assignor has agreed to assign all of its right, title and interest in and to the
Interests to Assignee in exchange for the purchase price provided for herein.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties
hereto hereby agree as follows:
Section 1. Assignment. Assignor does hereby ASSIGN, CONVEY, TRANSFER
and DELIVER to Assignee all of Assignor's right, title and interest in and to the Interests, free
and clear of any adverse claim of any other person or entity, including without limitation, any
mortgages, pledges, security interests, liens or other encumbrances or charges of any nature
whatsoever. Assignee hereby accepts such assignment of the right, title and interest in and to the
Interests and, as consideration therefor, agrees to pay to Assignor on the Effective Date an
aggregate purchase price of $5,118,999.13.
Section 2. Further Documents. Assignor covenants and agrees with Assignee that
Assignor, and its successors and assigns, shall execute, acknowledge and deliver such other
instruments of conveyance and transfer and take such other action as may reasonably be required
more effectively to convey, transfer to and vest in Assignee, or its successors and assigns, and to
put Assignee, or its successors and assigns, in possession of the Interests or otherwise carry out
the purposes of this Assignment.
Section 3. Governing Law. The validity of this Assignment shall be governed by
and construed in accordance with the laws of the State of Delaware, excluding any conflicts -of -
law rule or principle which might refer same to another jurisdiction
Section 4. Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
Section 5. Successors and Assigns. This Assignment shall bind Assignor and its
successors and assigns and shall inure to the benefit of Assignee and its successors and assigns.
ASSIGNMENT OF INTERESTS
SIGNATURE PAGE
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2018-1025
IN WITNESS WHEREOF, this Assignment has been duly executed and delivered by the
parties hereto effective as of the Effective Date.
ASSIGNOR:
ECM CAPITAL, L.P.
By: ECMC GP, L.L.C.,
Its General Partner
J
By:
Name• Chris Carter
Title: Authorized Person
ASSIGNEE:
MALLARD EXPLORATION, LLC
By:
John Tonello, Chief Executive Officer
ASSIGNMENT OF INTERESTS
SIGNATURE PAGE
IN WITNESS WHEREOF, this Assignment has been duly executed and delivered by the
parties hereto effective as of the Effective Date.
ASSIGNOR:
ECM CAPITAL, L.P.
By: ECMC GP, L.L.C.,
Its General Partner
By:
Name:
Title:
ASSIGNEE:
MALLARD EXPLORATION, LLC
By:
n Tonello, Chief Executive Officer
ASSIGNMENT OF INTERESTS
SIGNATURE. PAGE
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