ESCROW AGREEMENT
Exhibit 10.10
THIS ESCROW AGREEMENT (this “Agreement”), dated as of February 27, 2006 (the (“Closing Date”),
among (1) Concho Resources Inc., a Delaware corporation (“Concho Resources”); (2) the stockholders
of Concho Equity Holdings Corp., a Delaware corporation (“Concho Holdings”), listed on Schedule
I attached hereto, as such schedule may be amended from time to time as contemplated herein
(the “Concho Holdings Stockholders”) and (3) Xxxxx X. Irish, III, or any successor duly appointed
in accordance with the terms of this Agreement (the “Escrow Agent”).
WHEREAS, pursuant to that certain Combination Agreement dated as of February 24, 2006 (the
“Combination Agreement”), by and among Concho Resources, Concho Holdings, the Concho Holdings
Stockholders and the other signatories thereto, the Concho Holdings Stockholders have agreed to
exchange all of the outstanding capital stock of Concho Holdings owned by them for Concho Resources
Common Stock;
WHEREAS, pursuant to the terms of Section 2.1 of the Combination Agreement, each Concho
Holdings Stockholder has transferred and assigned to Concho Resources all shares of the outstanding
Concho Holdings Preferred Stock then owned by such Concho Holdings Stockholder free and clear of
any Liens, and, in exchange therefor such Concho Holdings Stockholder has received 1.5 shares of
Concho Resources Common Stock for each share of Concho Holdings Preferred Stock so transferred and
assigned; and
WHEREAS, this Agreement is intended to comply with Revenue Procedure 84-42 and Sections 351
and 368 of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and
subject to the conditions hereinafter set forth, the parties hereby agree as follows:
Section 1. Defined Terms. Capitalized terms used in this Agreement and not otherwise
defined shall have the respective meanings given to them in the Combination Agreement.
Section 2. Establishment of Escrow.
(a) The Concho Holdings Stockholders have deposited or caused to be deposited with the Escrow
Agent certificates representing 861,501 shares of Concho Resources Common Stock, together with
stock powers duly executed in blank by the registered owners thereof. The shares so deposited with
the Escrow Agent and such stock powers are referred to as the “Deposit Shares.” The Deposit Shares
shall be registered in the name of the respective owners thereof. The Escrow Agent hereby
acknowledges receipt thereof.
(b) The Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse
the Deposit Shares pursuant to the terms and conditions hereof.
(c) In the event that other persons who are currently holders of preferred stock of Concho
Equity Holdings Corp. acquire Concho Resources Common Stock subsequent to the date of this
Agreement, such stockholders may be required to deposit Deposit Shares with the Escrow Agent. In
such event, such stockholders will execute a counterpart of this Agreement in order to become a
Concho Holdings Stockholder and such other documents as may be required by the Escrow Agent, after
which time such person shall become Concho Holdings Stockholder for the purposes of this Agreement.
Section 3. Term. The Deposit Shares shall be held by the Escrow Agent in accordance
with the terms of this Agreement from the date of deposit until the Deposit Shares have been
disposed of by the Escrow Agent in accordance with this Agreement.
Section 4. Distribution of Deposit Shares.
(a) Upon receipt by the Escrow Agent at any time of joint written instructions from the Concho
Holdings Stockholders, the Escrow Agent will deliver the Deposit Shares in accordance with such
instructions.
(b) If, on or before the first anniversary of the date of this Agreement (the “Initial
Period”), Concho Resources consummates one of the following transactions (the “First Release
Condition”):
(i) a sale of Concho Resources, whether such disposition be by merger, share exchange,
consolidation, sale of stock or sale of all or substantially all of its assets (a “Sale”)
where the per share price of the Concho Resources Common Stock in such Sale is equal to or
greater than $12.00 per share; or
(ii) an initial public offering of shares of its common stock (an “IPO”), where either:
(A) the offering price per share (without deduction for fees to underwriters)
of the Concho Resources Common Stock in such IPO is equal to or greater than $12.00
per share, or
(B) the average of the last reported sale prices for the Concho Resources
Common Stock as reported by Bloomberg Information Services, Inc. for the thirty (30)
consecutive trading days immediately following the initial closing of such IPO is
greater than or equal to $14.00 per share,
then the Chief Executive Officer of Concho Resources shall promptly, and in any event within
ten (10) days after the occurrence of the First Release Condition, give written notice (“Notice”)
to the Escrow Agent of the occurrence and satisfaction of the First Release Condition, which Notice
shall be countersigned by those parties holding at least 50% of the Deposit Shares. Within ten
(10) days following receipt by the Escrow Agent of Notice regarding the satisfaction of the First
Release Condition, the Escrow Agent shall promptly deliver the Deposit Shares to Concho Resources.
Upon receipt of the Deposit Shares, Concho Resources shall promptly, and in any event within ten
(10) days after such receipt, cancel the certificates representing the Deposit Shares and issue to
the Concho Holdings Stockholders listed on Schedule II hereto
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certificates representing the number of shares of Concho Resources Common Stock set forth
opposite their respective names on Schedule II as the “Released Shares”.
(c) If the First Release Condition has not occurred during the Initial Period and within 180
days after the termination of the Initial Period (the “Extension Period”) Concho Resources
consummates either of the following transactions (the “Second Release Conditions,” together with
the First Release Condition, the “Release Conditions”):
(i) a Sale where the per share price of the Concho Resources Common Stock in such Sale
is equal to or greater than $14.00 per share; or
(ii) an IPO has occurred during the Initial Period, and the average of the last
reported sale prices for the Concho Resources Common Stock as reported by Bloomberg
Information Services, Inc. for any thirty (30) consecutive trading days during the Extension
Period is greater than or equal to $14.00 per share,
then the Chief Executive Officer of Concho Resources shall promptly, and in any event within
ten (10) days after the occurrence of the Second Release Condition, give Notice to the Escrow Agent
of the occurrence and satisfaction of the Second Release Condition, which Notice shall be
countersigned by those parties holding at least 50% of the Deposit Shares. Within ten (10) days
following receipt by the Escrow Agent of Notice regarding the satisfaction of the Second Release
Condition, the Escrow Agent shall promptly deliver the Deposit Shares to Concho Resources. Upon
receipt of the Deposit Shares, Concho Resources shall promptly, and in any event within ten (10)
days after such receipt, cancel the certificates representing the Deposit Shares and issue to the
Concho Holdings Stockholders listed on Schedule II hereto certificates representing the
number of shares of Concho Resources Common Stock set forth opposite their respective names on
Schedule II as the Released Shares.
(d) As used in this Agreement, any per share price of Concho Resources Common Stock shall be
adjusted to account for any event following the date of this Agreement whereby the outstanding
shares of the Concho Resources Common Stock shall be changed into or exchanged for a different
number or kind of shares of stock or other securities through recapitalization, reclassification,
stock split, split-up, combination or exchange of shares or increase because of any dividends paid
in Common Stock.
(e) The Escrow Agent shall not be required to inquire or make any investigation beyond the
bounds of this Agreement in delivering the Deposit Shares.
Section 5. Release of Deposit Shares. Notwithstanding any provision herein to the
contrary, if, within 540 days after the date of this Agreement, the Escrow Agent has not received
joint written instructions relating to the disposition of the Deposit Shares pursuant to Section
4(a) or Notice of the occurrence of either of the Release Conditions pursuant to Section 4(b) or
4(c), then the Escrow Agent shall promptly, and in any event within ten (10) days, distribute the
certificates representing the Deposit Shares then held in escrow hereunder to the registered owners
thereof.
Section 6. Escrow Agent.
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(a) The duties and responsibilities of the Escrow Agent shall be limited to those expressly
set forth in this Agreement, and the Escrow Agent shall not be subject to, nor obligated to
recognize, any provision of any other agreement between, or direction or instruction of, any or all
of the parties to this Agreement (other than the definitions of capitalized terms that are defined
in the Combination Agreement and not otherwise defined herein).
(b) If any portion of the Deposit Shares are at any time attached, garnished or levied upon
under any court order or in case the disposition of the Deposit Shares shall be stayed or enjoined
by any court order, or in case any order, judgment or decree shall be made or entered by any court
affecting such Deposit Shares or any part thereof, then and in all of such events, the Escrow Agent
is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment
or decree which it is advised by legal counsel is binding upon it. If the Escrow Agent complies
with any such order, writ, judgment or decree, it shall not be liable to any of the parties to this
Agreement or to any other person by reason of such compliance even though such order, writ,
judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.
(c) The Escrow Agent shall not be liable for any act taken or omitted under this Agreement if
taken or omitted by it in good faith and in the exercise of reasonable care under the
circumstances. The Escrow Agent shall also be fully protected in relying upon any written notice,
demand, certificate or document that it in good faith believes to be genuine (including facsimiles
thereof).
(d) The Escrow Agent, and any successor Escrow Agent, may resign at any time as Escrow Agent
hereunder by giving at least ten (10) days’ written notice to Concho Resources and the Concho
Holdings Stockholders. Upon such resignation and the appointment of a successor Escrow Agent, the
resigning Escrow Agent shall be absolved from any and all liability in connection with the exercise
of its powers and duties as Escrow Agent hereunder except for liability arising in connection with
its gross negligence or willful misconduct. Upon their receipt of notice of resignation from the
Escrow Agent, Concho Resources and the Concho Holdings Stockholders shall use reasonable efforts
jointly to designate a successor Escrow Agent. In the event Concho Resources and the Concho
Holdings Stockholders do not agree upon a successor Escrow Agent within ten (10) days after the
receipt of such notice, the Escrow Agent so resigning may petition any court of competent
jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any
such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the
Concho Holdings Stockholders shall have the right at any time, upon not less than five (5) days’
written notice given to the Escrow Agent, to terminate their appointment of the Escrow Agent, or
successor Escrow Agent, as Escrow Agent. The Escrow Agent or successor Escrow Agent shall continue
to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent. A
termination under this paragraph shall in no way discharge clause (f) of this Section 6 and Section
7 hereof affecting indemnity and reimbursement of expenses and fees.
(e) In the event of any conflicting or inconsistent claims or demands being made in connection
with the subject matter of this Agreement, or in the event that the Escrow Agent is in doubt as to
what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with
any claims or demands on it, or refuse to take any other action hereunder so long as
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such disagreement continues or such doubt exists, and in any such event, the Escrow Agent
shall not be or become liable in any way or to any person for its failure or refusal to act, and
the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all
parties have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all
differences shall have been settled and all doubt resolved by agreement among all of the interested
persons, and the Escrow Agent shall have been notified thereof in writing signed by all such
persons. In addition to the foregoing rights, in the event the Escrow Agent has any doubt as to
the course of action it should take under this Agreement, the Escrow Agent is hereby authorized to
petition any state district court of competent jurisdiction in Dallas, Texas or the United States
District Court of the Northern District of Texas for instructions or to interplead the funds or
assets so held (including the Deposit Shares and any investments) into such court. The parties
agree to the jurisdiction of either of said courts over their persons as well as the Deposit
Shares, waive personal service of process, and agree that service of process by certified or
registered mail, return receipt requested, to the address set forth for notice in Section 9(a) of
this Agreement shall constitute adequate service.
(f) CONCHO RESOURCES AND THE CONCHO HOLDINGS STOCKHOLDERS HEREBY AGREE, SEVERALLY AND JOINTLY,
TO INDEMNIFY ESCROW AGENT FOR, AND TO HOLD ESCROW AGENT HARMLESS AGAINST, ANY LOSS, LIABILITY OR
EXPENSE INCURRED WITHOUT GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH ON THE PART OF ESCROW
AGENT, ARISING OUT OF OR IN CONNECTION WITH ESCROW AGENT’S ENTERING INTO THIS AGREEMENT AND
CARRYING OUT ESCROW AGENT’S DUTIES HEREUNDER, INCLUDING COSTS AND EXPENSES OF SUCCESSFULLY
DEFENDING ESCROW AGENT AGAINST ANY CLAIM OF LIABILITY WITH RESPECT THERETO. ESCROW AGENT MAY
CONSULT WITH COUNSEL OF ITS OWN CHOICE AND SHALL HAVE FULL AND COMPLETE AUTHORIZATION AND
PROTECTION FOR ANY ACTION TAKEN OR SUFFERED BY IT HEREUNDER IN GOOD FAITH AND IN ACCORDANCE WITH
THE OPINION OF SUCH COUNSEL.
Section 7. Fees and Expenses of Escrow Agent. The Escrow Agent shall (a) be paid a
fee of $2,500 for its services under this Agreement, which payment shall be made within five days
after the execution hereof, and (b) be entitled to reimbursement for reasonable expenses (including
the reasonable fees and disbursements of its counsel) actually incurred by the Escrow Agent in
connection with its duties under this Agreement (such fees and expenses being hereinafter referred
to collectively as the “Escrow Agent Fees and Expenses”). All Escrow Agent Fees and Expenses shall
be paid by Concho Resources.
Section 8. Voting Rights; Dividends. Notwithstanding anything contained herein to the
contrary, for so long as the Deposit Shares shall continue to be held by the Escrow Agent, the
beneficial owner of the Deposit Shares, as reflected on the books and records of Concho Resources,
shall retain any and all voting rights and the right to receive dividends with respect to such
shares. Cash dividends (but not stock dividends) shall be payable directly by Concho Resources to
the beneficial owners of the Deposit Shares at their respective addresses set forth opposite such
person’s name on Schedule III.
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Section 9. Miscellaneous.
(a) All notices, requests, consents or other communications required or permitted under this
Agreement shall be in writing and shall be delivered by hand, telecopy, overnight delivery service,
or first-class mail, postage prepaid, and in each case addressed as follows:
If to Concho Resources, to:
Concho Equity Holdings Corp.
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxxxxxx
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxxxxxx
with a copy to:
Xxxxxxxx & Knight LLP
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xx. Xxx Xxxxxxxxxxx
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xx. Xxx Xxxxxxxxxxx
if to the Escrow Agent, to:
Xxxxx. L. Irish, III
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
if to the Concho Holdings Stockholders, to the address set forth opposite their respective
names on Schedule III.
Any party by written notice to the other parties pursuant to this Section 9(a) may change the
address or the persons to whom notices or copies thereof shall be directed.
(b) This Agreement and the rights and duties hereunder shall be binding upon and inure to the
benefit of the parties hereto and the successors and assigns of each of the parties to this
Agreement. No rights, obligations or liabilities hereunder shall be assignable by any party
without the prior written consent of the other parties hereto; provided, however, that the Concho
Holdings Stockholders may assign their rights under this Agreement without obtaining the prior
written consent of any other party hereto.
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(c) This Agreement may be amended or modified, and any joint notice required hereunder may be
given, only by an instrument in writing duly executed by the parties to this Agreement that
represent at least (i) 85% of the number of Deposit Shares, and (ii) 85% of the number of Released
Shares.
(d) Any waiver by any party hereto of any breach of or failure to comply with any provision of
this Agreement by any other party hereto shall be in writing and shall not be construed as, or
constitute, a continuing waiver of such provision, or a waiver of any other breach of, or failure
to comply with, any other provision of this Agreement.
(e) This Agreement shall be construed and enforced in accordance with and governed by the
internal substantive laws of the State of Texas. The headings in this Agreement are solely for
convenience of reference and shall not be given any effect in the construction or interpretation of
this Agreement. Unless otherwise stated, references to Sections and Schedules are references to
Sections and Schedules of this Agreement.
(f) Nothing expressed or implied in this Agreement is intended, or shall be construed, to
confer upon or give any person or entity other than Concho Resources, the Concho Holdings
Stockholders and the Escrow Agent any rights or remedies under, or by reason of, this Agreement.
(g) This Agreement shall terminate at the time of the final distribution by the Escrow Agent
of all Deposit Shares in accordance with the provisions of this Agreement.
(h) This Agreement shall be executed in one or more counterparts, each of which shall be
deemed any original and all of which together shall constitute a single instrument.
(i) The Escrow Agent hereby waives any and all rights to offset that it may have against the
Deposit Shares including, without limitation, claims arising as a result of any claims, amounts,
liabilities, costs, expenses, damages, or other losses that the Escrow Agent may be otherwise
entitled to collect from any party to this Agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement in multiple
counterparts by its duly authorized officers, as of the day and year first above written.
| CONCHO RESOURCES INC. | ||||||
| (a Delaware corporation) | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxxx | |||||
| Title: | Vice President | |||||
| ESCROW AGENT: | ||||||
| /s/ Xxxxx X. Irish, III | ||||||
| XXXXX X. IRISH, III | ||||||
[Signature Page to Escrow Agreement]
| CONCHO HOLDINGS STOCKHOLDERS: | ||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| /s/ Xxxxxx X. Xxxx | ||||
| /s/ Xxxxx X. Xxxxxxxx | ||||
| /s/ Xxxx X. Xxxxxxx | ||||
| /s/ E. Xxxxxx Xxxxxx | ||||
| /s/ Xxxxx X. Xxxxxx, III | ||||
[Signature Page to Escrow Agreement]
| YORKTOWN ENERGY PARTNERS V, L.P.: | ||||||||
| By: | Yorktown V Company, LLC, its general partner |
|||||||
| By: | /s/ W. Xxxxxx Xxxxxx | |||||||
| Name: | W. Xxxxxx Xxxxxx | |||||||
| Title: | Managing Member | |||||||
| YORKTOWN ENERGY PARTNERS VI, L.P.: | ||||||||
| By: | Yorktown VI Company LP, its general partner |
|||||||
| By: | Yorktown VI Associates LLC, its general partner |
|||||||
| By: | /s/ W. Xxxxxx Xxxxxx | |||||||
| Name: | W. Xxxxxx Xxxxxx | |||||||
| Title: | Managing Member | |||||||
| WACHOVIA CAPITAL PARTNERS 2004, LLC | ||||||||
| By: | /s/ A. Xxxxxxxx Xxxxx | |||||||
| Name: | A. Xxxxxxxx Xxxxx | |||||||
| Title: | Partner | |||||||
| PPM AMERICA PRIVATE EQUITY FUND, L.P. | ||||||||
| By: | PPM America Capital Partners, LLC, Its general partner |
|||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||
| Name: | Xxxxx Xxxxxx | |||||||
| Title: | Partner | |||||||
[Signature Page to Escrow Agreement]
| MANSEFELDT CONCHO PARTNERS | ||||||||||||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||||||||||||
| Name: | Xxxxxx Xxxxxxxx | |||||||||||||
| Title: | ||||||||||||||
| XXXX XXXXXX XXXX FOUNDATION | ||||||||||||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||||||||||||
| Name: | Xxxxxx Xxxxxxxx | |||||||||||||
| Title: | Managing Partner | |||||||||||||
| /s/ Xxxxxx Xxxxxxxx, by POA | ||||||||||||||
| Xxxxxx Xxxxx Canon | ||||||||||||||
| /s/ Xxxxxx Xxxxxxxx, by POA | ||||||||||||||
| Xxxx X. Xxxxxxxx | ||||||||||||||
| TEJON ENERGY PARTNERS, L.P. | ||||||||||||||
| By: Jimaka, LLC, its general partner | ||||||||||||||
| By: | /s/ Xxxxxx Xxxxxxxx, by POA | |||||||||||||
| Name: | Xxxxxx Xxxxxxxx | |||||||||||||
| Title: | ||||||||||||||
| DODGE XXXXX FOUNDATION | ||||||||||||||
| By: | /s/ Xxxxxx Xxxxxxxx, by POA | |||||||||||||
| Name: | Xxxxxx Xxxxxxxx | |||||||||||||
| Title: | ||||||||||||||
[Signature Page to Escrow Agreement]
| YALE UNIVERSITY | ||||||||||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||||||||||
| Name: | Xxxxx X. Xxxxxxx | |||||||||||
| Title: | Chief Investment Officer | |||||||||||
| THE BOARD OF TRUSTEES OF THE XXXXXX XXXXXXXX JUNIOR UNIVERSITY |
||||||||||||
| By: | The Stanford Management Company | |||||||||||
| By: | /s/ Xxxxx X. Xxxx | |||||||||||
| Name: | Xxxxx X. Xxxx | |||||||||||
| Title: | Managing Director | |||||||||||
| THE GENERAL XXXXX GROUP TRUST | ||||||||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||||||||
| Name: | Xxxxxxx Xxxxxx | |||||||||||
| Title: | Secretary to the General Xxxxx, Inc. Benefit Finance Committee | |||||||||||
| THE VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION TRUST FOR THE GENERAL XXXXX AND BAKERY CONFECTIONERY, TOBACCO AND GRAIN MILLERS HEALTH AND WELFARE PLAN |
||||||||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||||||||
| Name: | Xxxxxxx Xxxxxx | |||||||||||
| Title: | Secretary to the General Xxxxx, Inc. Benefit Finance Committee | |||||||||||
[Signature Page to Escrow Agreement]
Schedule I
Stockholders of Concho Equity Holdings Corp. Participating in the Escrow Agreement
Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxx
Xxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxx
E. Xxxxxx Xxxxxx
Xxxxx X. Xxxxxx, III
Yorktown Energy Partners V, L.P.
Yorktown Energy Partners VI, L.P.
Wachovia Capital Partners 2004, LLC
PPM America Private Equity Fund, L.P.
Mansefeldt Concho Partners
Xxxx Xxxxxx Xxxx Foundation
Xxxxxx Xxxxx Canon
Xxxx X. Xxxxxxxx
Tejon Energy Partners, L.P.
Dodge Xxxxx Foundation
Yale University
The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University
The General Xxxxx Group Trust
The Voluntary Employees Beneficiary Association Trust for the General Xxxxx and Bakery
Confectionary, Tobacco and Grain Millers Heath and Welfare Plan
Xxxxxx X. Xxxx
Xxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxx
E. Xxxxxx Xxxxxx
Xxxxx X. Xxxxxx, III
Yorktown Energy Partners V, L.P.
Yorktown Energy Partners VI, L.P.
Wachovia Capital Partners 2004, LLC
PPM America Private Equity Fund, L.P.
Mansefeldt Concho Partners
Xxxx Xxxxxx Xxxx Foundation
Xxxxxx Xxxxx Canon
Xxxx X. Xxxxxxxx
Tejon Energy Partners, L.P.
Dodge Xxxxx Foundation
Yale University
The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University
The General Xxxxx Group Trust
The Voluntary Employees Beneficiary Association Trust for the General Xxxxx and Bakery
Confectionary, Tobacco and Grain Millers Heath and Welfare Plan
Schedule II
DEPOSIT SHARES
| Name | Deposit Shares | Released Shares | ||||||
Xxxxxxx X. Xxxxx |
258,450 | |||||||
Xxxxxx X. Xxxx |
258,450 | |||||||
Xxxxx X. Xxxxxxxx |
114,867 | |||||||
Xxxx X. Xxxxxxx |
114,867 | |||||||
E. Xxxxxx Xxxxxx |
114,867 | |||||||
Xxxxx X. Xxxxxx, III |
9,040 | |||||||
Yorktown Energy Partners V, L.P. |
180,511 | |||||||
Yorktown Energy Partners VI, L.P. |
270,766 | |||||||
Wachovia Capital Partners 2004, LLC |
90,255 | |||||||
PPM America Private Equity Fund, L.P. |
19,856 | |||||||
Mansefeldt Concho Partners |
18,051 | |||||||
Xxxx Xxxxxx Xxxx Foundation |
12,410 | |||||||
Xxxxxx Xxxxx Canon |
677 | |||||||
Xxxx X. Xxxxxxxx |
1,354 | |||||||
Tejon Energy Partners, L.P. |
11,959 | |||||||
Dodge Xxxxx Foundation |
11,959 | |||||||
Yale University |
135,383 | |||||||
The Board of Trustees of the Xxxxxx
Xxxxxxxx Junior University |
58,666 | |||||||
The General Xxxxx Group Trust |
36,553 | |||||||
The Voluntary Employees Beneficiary
Association Trust for the General
Xxxxx and Bakery Confectionary,
Tobacco and Grain Millers Heath and
Welfare Plan |
4,061 | |||||||
Schedule III
| Name | Address for Notice | |||
Xxxxxxx X. Xxxxx |
||||
Xxxxxx X. Xxxx |
||||
Xxxxx X. Xxxxxxxx |
||||
Xxxx X. Xxxxxxx |
||||
E. Xxxxxx Xxxxxx |
||||
Xxxxx X. Xxxxxx, III |
||||
Yorktown Energy Partners V, L.P. |
||||
Yorktown Energy Partners VI, L.P. |
||||
Wachovia Capital Partners 2004, LLC |
||||
PPM America Private Equity Fund, L.P. |
||||
Mansefeldt Concho Partners |
||||
Xxxx Xxxxxx Xxxx Foundation |
||||
Xxxxxx Xxxxx Canon |
||||
Xxxx X. Xxxxxxxx |
||||
Tejon Energy Partners |
||||
Dodge Xxxxx Foundation |
||||
Yale University |
||||
The Board of Trustees of the Xxxxxx Xxxxxxxx Junior
University |
||||
The General Xxxxx Group Trust |
||||
The Voluntary Employees Beneficiary Association Trust
for the General Xxxxx and Bakery Confectionary, Tobacco
and Grain Millers Heath and Welfare Plan |
||||
