ContractStrategic Partners Agreement • July 2nd, 2019 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas
Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. The excluded information is indicated by inserting the caption “[REDACTED]” where such information is omitted.
Vista Oil & Gas Argentina S.A.U. (f/k/a Vista Oil & Gas Argentina S.A. and the successor of APCO Argentina S.A. and APCO Oil & Gas S.A.U.), a sociedad anónima unipersonal organized and existing under the laws of Argentina (the “Borrower”), Vista Oil &...Loan Agreement • April 28th, 2021 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas • New York
WHEREAS, the Parties have entered into that certain credit agreement evidenced by Offer VISTA OIL & GAS ARGENTINA S.A. No. 1/2018 dated as of July 19, 2018, as amended on June 10, 2019, March 12, 2020 and July 17, 2020, respectively, executed and delivered by the Borrower, Vista, Vista Holding I, APCO Argentina S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina (“APCO Argentina”), APCO Oil & Gas S.A.U., a sociedad anónima unipersonal organized under the laws of the Republic of Argentina (as successor to APCO Oil and Gas International, Inc., “APCO”) and accepted by the Lenders and the Administrative Agent on the same date (the “Original Credit Agreement”), pursuant to which the Lenders have extended credit to the Borrower;
RENEGOTIATION AGREEMENTRenegotiation Agreement • April 18th, 2019 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas
In the City of Cipolletti, on December 9, 2014 a meeting, was held by the Province of Río Negro, represented by the Secretary of Energy, Eng. Néstor Marcelo Echegoyen, with domicile established at España 316, 1st floor, in the City of Cipolletti, in its capacity as Enforcement Authority of Law No. 4818, hereinafter the PROVINCE, party of the first part; and by the company Petrolera Entre Lomas S.A., represented by the attorneys-in-fact, Mr. Mario Alejandro Brarda and Mr. Rubén Nicolás Kondratzky, with domicile established at Mengelle 59, 5th Floor, Office 1, hereinafter CONCESSIONAIRE, party of the second part, and together with the PROVINCE, jointly referred to as the PARTIES. The Parties agree to enter into the Agreement set forth hereinbelow:
MINUTES OF AGREEMENTMinutes of Agreement • April 18th, 2019 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas
On June 11, 2009, in the city of Neuquén, a meeting was held on behalf of the Province of Neuquén by the members of the Technical Renegotiation Commission (Comisión Ténica de Renegociación) created pursuant to Executive Order No. 822/2008 and the Resolution issued by the Secretariat of Natural Resources No. 104/08, Messrs. Héctor Mendiberri, Juan Carlos Nayar, Alex Valdez, José Gabriel López and Ricardo Dardo Esquivel, domiciled at Rioja 229, City of Neuquén (hereinafter, the “PROVINCE”), party of the first part; and Petrolera Entre Lomas S.A. (hereinafter “PELSA”), herein represented by Messrs. Oscar Aníbal Vicente and José Pantano, domiciled at Bouchard 680 18th Floor, City of Buenos Aires, Petrobras Energía S.A., herein represented by Mr. Marcelo Daniel Sampataro, domiciled at Maipú 1, 22nd Floor, City of Buenos Aires and APCO Argentina Inc. (Argentine Branch) herein represented by Mr. Ernesto Alejandro Hermo, domiciled at Av. Libertador 498, 26th Floor, City of Buenos Aires (herein
IRREVOCABLE TRUST AGREEMENT OF ADMINISTRATION entered into by and between Vista Oil & Gas, S.A.B. de C.V. The Settlor and Beneficiary and Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero as TrusteeIrrevocable Trust Agreement • February 6th, 2023 • Vista Energy, S.A.B. De C.V. • Crude petroleum & natural gas
MANAGEMENT TRUST AGREEMENT 3844, dated March 26, 2019 (the “Trust Agreement”) entered into by Vista Oil & Gas, S.A.B. de c.v. (“Vista”), in its capacity as settlor (in such capacity, the “Settlor”) and ultimate beneficiary and Banco Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, in its capacity as trustee (the “Trustee”, and jointly with Vista, the “Parties”) in accordance with the following background, representations and covenants. Terms used with initial capital letters in this Trust Agreement are defined and shall have the meanings assigned to them in Appendix “A” to this Trust Agreement.
RENEGOTIATION AGREEMENTRenegotiation Agreement • July 2nd, 2019 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas
In the City of Cipolletti, on December 9, 2014 a meeting was held by the Province of Río Negro, represented by the Secretary of Energy, Eng. Néstor Marcelo Echegoyen, with domicile established at España 316, 1st floor, in the City of Cipolletti, in its capacity as Enforcement Authority of Law No. 4818, hereinafter the PROVINCE, party of the first part; and by the company Petrobras Argentina S.A., hereinafter CONCESSIONAIRE represented by its attorney-in-fact, Mr. Marcelo Gerardo Gómez, with domicile established at Mengelle 59, 5th Floor, Office 1, in the city of Cipolletti, party of the second part, and both of them jointly referred to as the PARTIES. The Parties agree to enter into the Agreement set forth hereinbelow:
Vista Oil & Gas, S.A.B. de C.V. [●] Series A Shares (no par value) Plus an option to purchase from the Company up to [●] additional Series A Shares (no par value) to cover over-allotments Each Series A Share represented by one American Depositary...u.s. Underwriting Agreement • July 18th, 2019 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas • New York
Vista Oil & Gas, S.A.B. de C.V. (the “Company”), a corporation (sociedad anónima bursátil de capital variable) organized and existing under the laws of the United Mexican States (“Mexico”), proposes to sell to the several U.S. Underwriters, for whom you (the “U.S. Representatives”) are acting as representatives, [●] Series A shares, no par value, of the Company (“Series A Shares”) in the form of American Depositary Shares (the “ADSs”) (said shares to be issued and sold by the Company being hereinafter called the “U.S. Underwritten Securities”). The Company also proposes to grant to the U.S. Underwriters an option to purchase up to [●] additional Series A Shares in the form of ADSs to cover over-allotments, if any (the “U.S. Option Securities” and together with the U.S. Underwritten Securities, the “U.S. Securities”).
VISTA OIL & GAS ARGENTINA S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina (the “Borrower”), VISTA OIL & GAS, S.A.B. DE C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico...Loan Agreement • July 2nd, 2019 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas • New York
This Offer No. 2/2019 shall be open for acceptance in writing by the Lenders and the Administrative Agent until June 10, 2019, unless extended in writing for an additional period of time by the Borrower (the “Expiration Date”); forthwith after the Expiration Date, this Offer shall automatically lose all force and effect.
GUARANTYGuaranty • July 2nd, 2019 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas • New York
Reference is made to that certain credit agreement (the “Credit Agreement”) evidenced by that certain Offer VISTA OIL & GAS ARGENTINA S.A. No. 1/2018 dated as of July 19, 2018, executed and delivered by Vista Oil & Gas Argentina S.A. (formerly known as Petrolera Entre Lomas S.A.), a sociedad anónima organized and existing under the laws of Argentina, as borrower (the “Borrower”) and Vista Oil & Gas Holding I, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico, APCO Argentina S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina and APCO Oil & Gas International, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands and accepted by (i) Banco de Galicia y Buenos Aires S.A., Itaú Unibanco S.A., Nassau Branch., Banco Santander Río S.A., and Citibank, N.A., (together with each other lender from time to time party thereto, the “Lenders”) and (ii) Itaú Unibanco S
SECOND AMENDED & RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 18th, 2019 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of September 12, 2018, between Vista Oil & Gas, S.A.B de C.V., a Mexican public stock company of variable capital (the “Company”), and Riverstone Vista Capital Partners, L.P., an Ontario limited partnership (the “Purchaser”).
MINUTES OF INVESTMENT AGREEMENTInvestment Agreement • July 2nd, 2019 • Vista Oil & Gas, S.A.B. De C.V. • Crude petroleum & natural gas
On November 22, 2018, in the City of Neuquén a meeting was held by the Province of Neuquén, herein represented by Accountant José Gabriel López, in his capacity as Undersecretary of Energy, Mining and Hydrocarbons, domiciled at Rioja No. 229 of the City of Neuquén (the “PROVINCE”), party of the first part, and VISTA OIL & GAS ARGENTINA S.A. and APCO OIL & GAS S.A.U., both domiciled at Av. Del Libertador 101, 12th floor, City of Buenos Aires, and both represented herein by Mr. Gastón Remy, in his capacity as attorney-in-fact, and both of them set up domicile for the purposes hereof a Humahuaca 685, 6th Floor, Paseo de la Costa, Isla 132, City of Neuquén (hereinafter referred to as “VISTA” and “APCO”, and collectively referred to as the “CONCESSIONAIRES”), party of the second part, and both parties are collectively referred to as the “PARTIES”, and:
