AMENDED AND RESTATED INDENTURE between ALPINE SUMMIT FUNDING LLC, as Issuer and UMB BANK, N.A. as Indenture Trustee, as Paying Agent and as Securities Intermediary Dated as of September 12, 2022Indenture • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED INDENTURE dated as of September 12, 2022 (as it may be amended and supplemented from time to time, this "Indenture") is between Alpine Summit Funding LLC, a Delaware limited liability company (the "Issuer"), and UMB Bank N.A., a national banking association, as indenture trustee and not in its individual capacity (the "Indenture Trustee"), as Paying Agent (as defined herein) and as Securities Intermediary (as defined herein).
MEMBER SERVICES AGREEMENTMember Services Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas
THIS MEMBER SERVICES AGREEMENT (this "Agreement") is entered into and effective as of May 7, 2022 (the "Effective Date"), by and between HB2 Origination. LLC, a Delaware limited liability company (the "Company"), and Craig Perry ("Member").
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of September 7, 2021 (the "Effective Date"), by and between HB2 Origination, LLC, a Delaware limited liability company (the "Company"), and Chrystie Holmstrom ("Executive").
BUSINESS COMBINATION AGREEMENT AMONG RED PINE PETROLEUM LTD. - and - HB2 ORIGINATION, LLC - and - ALPINE SUMMIT ENERGY PARTNERS FINCO, INC. - and - RED PINE PETROLEUM SUBCO LTD. - and - ALPINE SUMMIT ENERGY INVESTORS, INC. DATED: APRIL 8, 2021Business Combination Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • Ontario
WHEREAS Red Pine proposes to complete a reorganization comprised of (i) the Consolidation (as hereinafter defined); (ii) the Cancellation (as hereinafter defined); (iii) the Share Amendments (as hereinafter defined), which, among other things, amend its authorized share capital to consist of Subordinate Voting Shares, Multiple Voting Shares and Proportionate Voting Shares (as such terms are hereinafter defined); and (iv) the Name Change (as hereinafter defined) (collectively, the "Reorganization");
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HB2 Origination, LLC, a Delaware limited-liability company Dated as of September 7, 2021Limited Liability Company Agreement • June 2nd, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement"), dated as of September 7, 2021, is entered into by and among HB2 Origination, LLC, a Delaware limited-liability company (the "Company") and its Members (as defined herein).
FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated September 30, 2022 between HB2 ORIGINATION, LLC, as Borrower AND BANK7, as LenderCredit Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • Texas
THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 30, 2022, by and between HB2 Origination, LLC, a Delaware limited liability company, and Bank7, an Oklahoma banking corporation. Certain terms used herein are defined in Section 1.1.
Asset Purchase Agreement Dated September 12, 2022, By And Between Alpine Summit funding LLC, and HB2 Origination, LLCAsset Purchase Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • Texas
This Asset Purchase Agreement (this "Agreement") is made as of September 12, 2022 (the "Closing Date"), by and between (i) HB2 Origination, LLC, a Delaware limited liability company ("Seller"), and (ii) Alpine Summit Funding LLC, a Delaware limited liability company ("Issuer"). Seller and Issuer are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties."
AMENDED AND RESTATED OMNIBUS WAIVER AGREEMENTOmnibus Waiver Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED OMNIBUS WAIVER AGREEMENT (this "Agreement") is executed as of the 21st day of March, 2023, between HB2 Origination, LLC, a Delaware limited liability company ("Borrower"), and Bank7, an Oklahoma banking corporation ("Lender").
ALPINE SUMMIT ENERGY PARTNERS, INC. 2021 STOCK AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • British Columbia
Pursuant to the Alpine Summit Energy partners, Inc. 2021 Stock and Incentive Plan (the "Plan"), the Participant listed below has been granted Restricted Share Units ("RSUs") as designated below, in accordance with, and subject to the terms of the Plan and this restricted stock unit award agreement ("RSU Award Agreement"). Capitalized terms not defined herein have the meaning ascribed to them in the Plan. Each Restricted Stock Unit represents the right to receive a Subordinate Voting Share or Multiple Voting Share (a "Share") of the Company specified below, or the Fair Market Value of a Share, upon satisfaction of all conditions set forth in, and subject to the terms of, the Plan and this RSU Award Agreement.
FORM OF] RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • Texas
THIS RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is entered into as of _______________, by and between HB2 Origination, LLC, a Delaware limited liability company (the "Company"), and _____________ (the "Executive").
ALPINE SUMMIT FUNDING LLC Series 2022-1 Floating Rate Oil & Gas Asset-Backed Notes due April 2023 Note Purchase Agreement Dated April 29, 2022Note Purchase Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • New York
Alpine Summit Funding LLC, a Delaware limited liability company (the "Issuer"), Alpine Summit Energy Partners, Inc., a company incorporated under the Business Corporations Act (British Columbia) ("Parent"), HB2 Origination, LLC, a Delaware limited liability company ("Manager" and "Seller"), Ironroc Energy Partners LLC, a Texas limited liability company ("Operator"), Alpine Summit Funding Holdings LLC, a Delaware limited liability company ("Holdings" and, together with the Parent, the Manager, the Seller, the Operator and the Issuer, collectively, the "Alpine Parties"), agree with each of the Purchasers as follows:
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this "Agreement") is entered into as of September 12, 2022 (the "Amendment Date"), between Alpine Summit Funding LLC, a Delaware limited liability company (the "Issuer"), and HB2 Origination, LLC, a Delaware limited liability company (the "Manager"). The Manager and the Issuer may be referred to herein collectively as the "Parties" and each as a "Party".
Form of] Indemnity AgreementIndemnity Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • British Columbia
as a director of Alpine Summit Energy Partners, Inc. (the "Corporation") or any other entity to the extent that you are serving in such capacity at the request of the Corporation; or
ALPINE SUMMIT ENERGY PARTNERS, INC. 2021 STOCK AND INCENTIVE PLAN STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • British Columbia
Pursuant to the Alpine Summit Energy Partners, Inc. 2021 Stock and Incentive Plan (the "Plan"), the Optionee listed below has been granted an option (the "Option") to purchase all of part of the number of shares of Subordinate Voting Shares or Multiple Voting Shares (the "Shares") of Alpine Summit Energy Partners, Inc. (the "Company") specified below at the Exercise Price specified below, subject to the terms and conditions set forth herein and in the Plan.
SIDE LETTER AGREEMENTSide Letter Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • New York
This SIDE LETTER AGREEMENT (this "Agreement") dated as of March 23, 2023 (the "Agreement Date"), among Alpine Summit Funding LLC, a Delaware limited liability company (the "Issuer"), Alpine Summit Funding Holdings LLC, as Delaware limited liability company ("Holdings"), Alpine Summit Energy Partners, Inc., a company incorporated under the Business Corporations Act (British Columbia) ("Parent"), HB2 Origination, LLC, a Delaware limited liability company ("HB2" or "Manager"), Ironroc Energy Partners LLC, a Texas limited liability company ("Ironroc"), Ageron Ironroc Energy, LLC, a Texas limited liability company ("Ageron" and, together with Ironroc, the "Operators"), and the Noteholders (as defined below).
FIRST SUPPLEMENTAL INDENTUREIndenture • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • New York
This First Supplemental Indenture (this "Supplemental Indenture"), dated as of March 23, 2023 (the "Amendment Date"), but made effective as of December 31, 2022, is between Alpine Summit Funding LLC, a Delaware limited liability company (the "Issuer"), and UMB Bank N.A., a national banking association, as indenture trustee and not in its individual capacity (the "Indenture Trustee").
EXTENSION AGREEMENTExtension Agreement • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • Texas
THIS EXTENSION AGREEMENT (the "Agreement") is made effective the 21st day of March, 2023, by and between HB2 Origination, LLC, a Delaware limited liability company (the "Borrower"), and Bank7, an Oklahoma banking corporation (the "Lender"), and is in reference to that certain promissory note described below.
AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HB2 ORIGINATION, LLCLimited Liability Company Agreement • June 2nd, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas
This AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HB2 ORIGINATION, LLC, a Delaware limited liability company (the "Company"), is made and entered into as of May 30, 2023 (this "Amendment"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 7, 2021 (the "LLC Agreement").
SCHEDULE "A" ALPINE SUMMIT ENERGY PARTNERS, INC. DEFERRED SHARE UNIT GRANT LETTERDeferred Share Unit Grant Letter • March 27th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas
This Deferred Share Unit grant letter is entered into between Alpine Summit Energy Partners, Inc. (the "Company") and the Eligible Director named below pursuant to the Company's deferred share unit plan (the "Plan"), a copy of which is incorporated by reference herein, and confirms the following Deferred Share Unit grant on the terms set out below and as further set out in the Plan:
OMNIBUS WAIVER AGREEMENTOmnibus Waiver Agreement • March 16th, 2023 • Alpine Summit Energy Partners, Inc. • Crude petroleum & natural gas • Texas
THIS OMNIBUS WAIVER AGREEMENT (this "Agreement") is executed as of the 10th day of March, 2023, between HB2 Origination, LLC, a Delaware limited liability company (collectively, the "Borrower"), and Bank7, an Oklahoma banking corporation ("Lender").
