FIRST AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENT
Exhibit 3.3
THIS FIRST AMENDMENT (“Amendment”) to that certain Contribution and Exchange Agreement
dated August 30, 2010 (“Original Agreement”) is entered into as of April 11, 2011 by and
among VOC Brazos Energy Partners, L.P., a Texas limited partnership (the “Company”), VOC
Kansas Energy Partners, LLC, a Kansas limited liability company (“KEP”), VAP-III, LLC, a
Kansas limited liability company (“VAP-III), Xxxx Texas Acquisition Group, LLC, a Texas
limited liability company (“VTAG”), Xxxx Texas Partners, LLC, a Texas limited liability
company (“VTP”) and those other Company Partners who are a party to the Original Agreement.
WHEREAS, Section 2 of the Original Agreement sets forth an agreed upon formula for determining
the number of Units in the Company to be issued to the Partners as the Effective Date; and
WHEREAS, the Existing Partners and New Partners now agree as to the number of Units to be
issued pursuant to the formula set forth in the Original Agreement; and
WHEREAS, the Partners wish to set forth certain other amendments to the Original Agreement.
NOW, THEREFORE, the parties hereto do agree as follows:
Unless defined elsewhere in this Amendment, capitalized terms shall have the meaning set forth
in the Original Agreement or VOC Brazos LP Agreement, as the case may be:
1. Amendment of Section 1. Subsection 1(d) of the Original Agreement, mandating the
issuance of Unit certificates reflecting the outstanding Partnership Interests of the Company as of
the Effective Date, is hereby superseded in its entirety with the following new subsection 1(d):
(d) At the General Partner’s election, consistent with the terms of the
VOC Brazos LP Agreement, the Company may deliver to each such New Partner
and each Existing Partner certificates representing Limited Partner and
General Partner Units, as the case may be, reflecting their Partnership
Interest as of the Effective Date, in genuine and unaltered form.
2. Restatement of Section 2. Section 2 of the Original Agreement is hereby
superseded in its entirety with the following new Section 2:
2. Units to be Issued. At Closing but effective as of the
Effective Date, the Company will issue and deliver new General Partner
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Units to VTP, and new Limited Partner Units to VAP-III, VTAG and to
each New Partner, in accordance with Schedule 1 attached to this Amendment.
At Closing, and in accordance with Section 4.01(A) of the VOC Brazos LP
Agreement, the attached Schedule 1 shall supersede, amend and replace
Exhibit A of the VOC Brazos LP Agreement.
3. Amendment of Certain Definitions in Section 12. The following definitions in
Section 12 of the Original Agreement are hereby superseded in their entirety with the following
definitions:
“Closing” means the occurrence of an IPO; provided, however, that if
an IPO has not occurred prior to September 1, 2011, this Agreement shall
terminate at 12:01 a.m. on September 1, 2011, as provided in Section 14,
unless extended by written agreement of a Majority of the Parties. The
Closing shall take place at the offices of the Company upon reasonable
advance notice given by the Company to the parties.
“IPO” means the closing of the initial public offering registration
filed by the Company and VOC Energy Trust, as co-registrants, with the
Securities and Exchange Commission on Form S-1 (SEC File No. 333-171474).
4. Amendment of Section 15. Section 15 of the Original Agreement is hereby
superseded in its entirety with the following new Section 15:
15. Amendment; Termination. Neither this Agreement nor any
provisions hereof shall be amended or modified except by an instrument in
writing signed by a Majority of the Parties; provided, however, that no
amendment or modification shall materially increase the out-of-pocket
financial obligation of a party without the consent of that specific party.
This Agreement shall terminate (a) at 12:01 a.m. on September 1, 2011, if an
IPO has not occurred prior to such time, unless such date is extended as
provided in accordance with this Agreement, or (b) upon the written consent
of a Majority of the Parties, whichever first occurs.
5. Ratification of Original Agreement. Except as amended herein, each of the parties
does hereby ratify, confirm and restate their agreement to be bound by the terms of the Original
Agreement.
6. Successors and Assigns. Except as otherwise provided herein, this Amendment shall
be binding upon and inure to the benefit of the parties hereto and their heirs, executors,
administrators, successors, legal representatives and permitted assigns.
7. Entire Agreement. This Amendment constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes in its entirety all prior
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agreements and understandings among the parties with respect thereto. The parties acknowledge
and agree that they will make no claims at any time or place that this Amendment has been orally
altered or modified in any respect whatsoever.
8. Governing Law. This Amendment shall be construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this
Amendment shall be governed by, the internal laws of the State of Delaware, without giving effect
to provisions thereof regarding conflict of laws.
9. Counterparts. This Amendment may be executed simultaneously in two or more
counterparts, including counterparts bearing a facsimile or PDF signature copy, each of which shall
be deemed an original but all of which together shall constitute one and the same agreement and
shall become effective when one or more counterparts have been signed by each of the parties hereto
and delivered to the other. The parties hereto intend that a facsimile or PDF signature copy on
this Amendment shall have the same force and effect as an original signature.
10. Construction. The language used herein shall be deemed to be the language chosen
by the parties to express their mutual intent, and no rule of strict construction shall be applied
against any party hereto.
[Signature Pages Follow]
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COUNTERPART SIGNATURE PAGE
FIRST AMENDMENT TO
/s/ J. Xxxxxxx Xxxx
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VOC Kansas Energy Partners, LLC |
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/s/ J. Xxxxxxx Xxxx
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of Xxxx Holding Corporation, the Manager of VOC Kansas |
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Energy Partners, LLC |
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VOC Brazos Energy Partners, L.P. |
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/s/ J. Xxxxxxx Xxxx
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of Xxxx Holding Corporation, Manager of Xxxx Texas |
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Partners, L.L.C., the General Partner of VOC Brazos |
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Energy Partners, L.P. |
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VAP-II, LLC |
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/s/ J. Xxxxxxx Xxxx
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VAP-III, LLC |
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/s/ J. Xxxxxxx Xxxx
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of Xxxx Holding Corporation, Manager of |
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VAP-III, LLC |
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COUNTERPART SIGNATURE PAGE
FIRST AMENDMENT TO
VAP-IV, LLC |
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/s/ J. Xxxxxxx Xxxx
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of Xxxx Holding Corporation, Manager of |
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VAP-IV, LLC |
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Xxxx Texas Partners, L.L.C.
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Xxxx Texas Acquisition Group, LLC | |||
/s/ J. Xxxxxxx Xxxx
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/s/ J. Xxxxxxx Xxxx
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Representative of Xxxx Holding |
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Corporation, the Manager of Xxxx |
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Texas Partners, L.L.C. |
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Xxxx Exploration Company LLC
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Xxxx Energy Corporation | |||
/s/ X. X. Xxxx
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/s/ X. X. Xxxx
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Xxxx Energy Group, LLC
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Xxxx Resources, LLC | |||
/s/ X. X. Xxxx
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/s/ X. X. Xxxx
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Vesoco LLC
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Vesoco Latex, LLC | |||
/s/ X. X. Xxxx
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/s/ X. X. Xxxx
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COUNTERPART SIGNATURE PAGE
FIRST AMENDMENT TO
Xxxxxx X. Xxxx Inc.
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Xxxx Oil Company LLC | |||
/s/ Xxxxxx X. Xxxx
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/s/ J. Xxxxxxx Xxxx
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Xxxx Texas, LLC |
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/s/ J. Xxxxxxx Xxxx
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COUNTERPART SIGNATURE PAGE
FIRST AMENDMENT TO
/s/ Will G. Price III |
By Will G. Price III |
Price Properties, Inc. |
/s/ Will G. Price III |
By Will G. Price, III, as President |
Price Production, Inc. |
/s/ Xxxxxxx Xxx Price |
By Xxxxxxx Xxx Price, as President |
Price Energy Group, LP |
/s/ Xxxxxxx Xxx Price |
By Xxxxxxx Xxx Price, as Manager of Xxxxxxx, |
LLC, the General Partner |
WGP, LC |
/s/ Xxxxxxx Xxx Price |
By Xxxxxxx Xxx Price, as Manager |
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COUNTERPART SIGNATURE PAGE
FIRST AMENDMENT TO
PEG, LC |
/s/ Xxxxxxx Xxx Price |
By Xxxxxxx Xxx Price, as Manager |
TBIRD, LC |
/s/ Xxxxxxx Xxx Price |
By Xxxxxxx Xxx Price, as Manager |
Xxxxxx Acquisitions, LC |
/s/ Xxxxxxx Xxx Price |
By Xxxxxxx Xxx Price, as Manager |
Price TX, LC |
/s/ Xxxxxxx Xxx Price |
By Xxxxxxx Xxx Price, as Manager |
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COUNTERPART SIGNATURE PAGE
FIRST AMENDMENT TO
/s/ X.X. Xxxxx |
By X.X. Xxxxx |
Xxxxx Energy, LLC |
/s/ X.X. Xxxxx |
By X.X. Xxxxx, as Manager |
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COUNTERPART SIGNATURE PAGE
FIRST AMENDMENT TO
/s/ X.X. Xxxx, III |
By X.X. Xxxx, III |
Bison Energy, LLC |
/s/ X.X. Xxxx, III |
By X.X. Xxxx III, Managing Member |
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Schedule 1
Revised Exhibit A
to
VOC Brazos Energy Partners, L.P. Agreement
to
VOC Brazos Energy Partners, L.P. Agreement
| Partner | General Partner Units | Limited Partner Units | ||||||
Xxxx Texas Partners, LLC |
8,250 | |||||||
Xxxx Texas Acquisition Group, LLC |
171,095 | |||||||
VAP-III, LLC |
233,218 | |||||||
Xxxx Exploration Co LLC |
18,336 | |||||||
Xxxx Energy Corporation |
58,889 | |||||||
Xxxx Energy Group, L.L.C. |
3,055 | |||||||
Xxxx Resources, LLC |
10,478 | |||||||
Vesoco, L.L.C. |
20,744 | |||||||
Vesoco Latex LLC |
12 | |||||||
Xxxxxx X. Xxxx Inc. |
7,726 | |||||||
Xxxx Texas LLC |
7,748 | |||||||
Xxxx Oil Company, L.L.C. |
25,477 | |||||||
VAP-II, LLC |
52,057 | |||||||
VAP-IV, LLC |
29,035 | |||||||
X.X. Xxxxx |
95,168 | |||||||
Xxxxx Energy, LLC |
136,554 | |||||||
Will G. Price, III |
0.0000 | |||||||
Price Properties, Inc. |
6,995 | |||||||
Price Production, Inc. |
13,747 | |||||||
Price Energy Group, LP |
4,452 | |||||||
WGP, LC |
17,932 | |||||||
PEG, LC |
6,755 | |||||||
Tbird LC |
12,548 | |||||||
Xxxxxx Acquisitions, LC |
3,465 | |||||||
Price TX LC |
6,457 | |||||||
Bison Energy LLC |
49,806 | |||||||
Total |
8,250 | 991,750 | ||||||
